What Are Articles of Amendment? A Complete Guide to Updating Your Business Formation Documents

As a business grows, its structure, operations, and identity often evolve. Articles of Amendment allow LLCs and corporations to update their original formation documents to reflect these changes. Filed with the Secretary of State (or equivalent state agency), an amendment ensures that the public record accurately represents your business as it operates today.

Common reasons businesses file Articles of Amendment include:

• Changing the business name
• Updating the principal business address
• Modifying the business purpose or activities
• Changing the number or class of authorized shares (corporations)
• Adding or removing members or managers (LLCs)
• Changing the management structure of an LLC

Keeping your formation documents current ensures your business remains in good standing with the state and maintains accurate public records.

Eco-fyle’s Amendment Filing service prepares and submits your amendment to the appropriate state agency, ensuring accuracy and compliance with state requirements.

What Are Articles of Amendment?

Articles of Amendment are formal documents filed with the state to update information contained in a business’s original formation documents. Depending on the state, they may also be referred to as a Certificate of Amendment or Certificate of Change. The amendment modifies only the specific provisions being changed. The rest of the original formation document remains intact.

For LLCs, an amendment updates the Articles of Organization (also called a Certificate of Formation or Certificate of Organization). For corporations, an amendment updates the Articles of Incorporation. These are the documents filed with the state when the business was originally formed, and they are part of the public record.

Articles of Amendment apply only to information included in these public formation documents. Changes to internal documents, such as an LLC’s operating agreement or a corporation’s bylaws, do not require a state filing. Those documents are updated internally according to the procedures outlined within them.

When Do You Need to File an Amendment?

An amendment is required whenever information reported in your original formation documents changes. Common triggers include:

• Changing the legal name of the business
• Updating the principal business address
• Modifying the stated business purpose or activities
• Changing the duration of the company

Additional triggers for corporations:

• Changing the number of authorized shares
• Changing the type, class, or series of authorized shares
• Changing the number of directors, if stated in the Articles of Incorporation

Additional triggers for LLCs:

• Changing from member-managed to manager-managed (or vice versa)
• Adding or removing members or managers, in states that require this information in the Articles of Organization

Because state requirements vary, the specific information required in formation documents differs by jurisdiction. Some states require more detailed information in Articles of Incorporation than in Articles of Organization, which means corporations may encounter amendment requirements more frequently.

Changes That Do Not Require an Amendment

Not every business change requires Articles of Amendment. Several types of updates are handled through different filings or internal processes.

Registered agent changes do not require an amendment in most states. Instead, businesses file a Change of Registered Agent form, which typically carries a lower filing fee. Eco-fyle’s Registered Agent service can help manage this process.

Operating agreement updates for LLCs and bylaw changes for corporations are internal documents. Modifications are handled according to the procedures outlined within the documents themselves and do not require a state filing.

Minor updates such as changes to the names of directors, members, or managers may not require an amendment in every state. Some states allow these updates to be reported through the Annual Report filing instead. Check your state’s specific requirements to determine the appropriate filing.

How to File Articles of Amendment

The amendment process requires two things: proper authorization within your business and accurate filing with the state. The authorization step is where LLCs and corporations differ.

Obtaining Authorization

For LLCs: Most states require approval from LLC members before filing an amendment. Review your operating agreement for any provisions that specify how amendments are authorized, including voting thresholds or notice requirements.

For corporations: The process involves additional governance steps. The Board of Directors must formally propose the amendment and adopt a resolution. Written notice of the proposed amendment must then be sent to every voting shareholder, followed by a shareholder vote. The required voting threshold varies by state and may also be specified in the corporate bylaws. Some states allow the board to approve certain types of amendments without a shareholder vote.

Preparing and Submitting the Filing

Once authorization is complete, the filing process is the same for both entity types:

1. Determine the correct form. Each state has specific amendment forms for LLCs and corporations. Some states use a single form for all amendments, while others require separate forms depending on the type of change. Using the incorrect form can result in rejection, so confirming the correct form with your state’s filing office is an important step.

2. Complete the form accurately. Amendment forms typically require the business’s current legal name as it appears on the original formation documents, the specific provisions being amended, and the new information replacing the original text.

3. Submit the form and pay the filing fee. File the completed form with the Secretary of State (or equivalent agency) along with the applicable filing fee. Many states accept online filings, while others require submission by mail or in person.

4. Receive confirmation. Once the state accepts the filing, the amendment takes effect according to the date specified in the document, or the date of acceptance if no effective date is listed.

Filing in Multiple States

Businesses registered to do business in states beyond their home state (through foreign qualification) should be aware that amendments filed in the home state typically need to be reflected in each foreign state as well.

For example, if an LLC formed in Delaware and foreign qualified in California and Texas changes its legal name, the amendment must be filed in all three states. Each state has its own forms, filing fees, and processing timelines.

Maintaining consistent filings ensures your business operates under accurate, up-to-date documentation in every jurisdiction. Eco-fyle’s Foreign Qualification service can help coordinate multi-state amendment filings.

Amendments vs. Restated Articles

If there are many changes that need to be made to the original formation documents, or if information needs to be added that was not in the original document, restated articles may be more appropriate than filing individual amendments. Restated Articles of Organization or Restated Articles of Incorporation consolidate the original formation document and all amendments into a single, updated document. Your state’s filing office can confirm whether restated articles are available and what forms are required.

State Filing Requirements and Fees

Amendment requirements, forms, and filing fees vary by state. The table below summarizes the key variables to confirm before filing.

Requirement	Details
Filing location	Secretary of State in most states. Maryland uses the State Department of Assessments and Taxation. Arizona uses the Arizona Corporation Commission.
Filing methods	Online, by mail, or in person depending on state. Many states offer multiple options.
Filing fees	$10 to $150 depending on state and entity type. Expedited processing available in many states for an additional fee.
Publication	Required in some states for certain amendments. Georgia, for example, requires publication of a notice of corporate name change.
Processing times	A few business days to several weeks. Expedited options can reduce this significantly.

After Your Amendment Is Filed

Once the state accepts your Articles of Amendment, the following steps ensure your business records are fully updated.

Verify acceptance by checking the state’s online business records or contacting the filing office. Retain a copy of the filed amendment for your records.

Revise internal documents, including your operating agreement or bylaws, to reflect the changes made in the amendment. Update your bank, insurance provider, and any licensing agencies. If the amendment involves a name change, update signage, marketing materials, and your website. Notify the IRS by filing the appropriate form or indicating the change on your next tax return. Your EIN remains the same after a name change.

If your business is foreign qualified in other states, submit corresponding amendments to maintain consistent records across all jurisdictions.

Key Takeaways

1. Articles of Amendment update the information in your original formation documents. When details like your business name, address, purpose, or structure change, filing an amendment keeps the public record accurate.

2. Only changes to information in formation documents require an amendment. Updates to internal documents like operating agreements and bylaws are handled separately and do not require a state filing.

3. Registered agent changes use a separate form. Most states do not require an amendment to change your registered agent. A Change of Registered Agent form is filed instead, typically at a lower fee.

4. The approval process differs for LLCs and corporations. LLCs require member consent. Corporations require board resolutions and, in most cases, shareholder approval.

5. Multi-state businesses must file amendments in each state. If your business is foreign qualified in additional states, corresponding amendments are required to maintain consistent records.

6. Restated articles consolidate multiple changes into one document. If your business has filed several amendments, restated articles provide a clear, updated version of your formation documents.

Ready to Amend Your Business Documents? Eco-fyle Is Here to Help

When your business information changes, updating your formation documents ensures your records remain accurate and your business stays in good standing. Whether you need to update your LLC’s Articles of Organization or your corporation’s Articles of Incorporation, proper filing keeps your business compliant across all states where you operate.

Eco-fyle’s Amendment Filing service handles the preparation and submission of your Articles of Amendment. Backed by over 20 years of business compliance experience through Eco-Tax, we ensure your filing is accurate and complete. We handle the details so you can move forward with confidence.

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