
Amendments - There are often times when the information included in company's
the articles of incorporation or articles of organization needs to be altered, for
example to change the company's name, to expand or alter the company's business
purpose, or to change the number of authorized shares or par value (for
corporations only). To do this, a certificate of amendment must be filed with the
state, and the appropriate fees be paid.
A certificate of amendment is a document filed with your state of incorporation or a
state you have qualified to do business in, to enact a specific change to the
information included in your company's articles/certificate of incorporation or
articles/certificate of organization. States often allow certain information, such as
director or officer information, to be updated by means of the corporation's or LLC's
annual report, recognizing that this information can frequently change. However, for
the majority of the information included in the formation documents, a certificate of
amendment must be filed with the state in order to make a change.
Even if you didn't place your original formation order with Business Filings, we can
prepare and file the necessary documentation for your business in any state for the
following amendments:
Name Amendment
In the event your company chooses to change its name, a name amendment
must be filed with your state of incorporation or state were you are qualified
to do business.
Purpose Amendment
When first forming a corporation, LLC, or nonprofit, most states require
companies to include in their formation document a description of the type
of business the company or organization will undertake. Some states
require a "general" purpose statement that allows for all lawful business.
However, many states require detailed business purpose statements to
be included.
If the focus of your company or organization's business has changed,
and you have a detailed business purpose clause in your formation
documents, a purpose amendment must be filed.
Share Amendment
During your corporation's existence, you may wish to alter the number of
shares and/or par value outlined in your articles of incorporation. Common
causes for this include seeking venture capital or additional investors.
You can easily make this change by filing a share amendment, and
creating the new authorized shares and par value. Keep in mind that
changing the number of authorized shares and par value in certain states
can cause an increase in the franchise taxes imposed on your company.
Disclaimer: Please note that IncSmart is not a law firm or an accounting firm. If you seek legal or tax advice, we recommend that you hire an attorney or a CPA. LINKS
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