Changes can be straightforward, such as a name or address change, or they can be complex, such as changing the entire shareholder structure. The business’s bylaws should also include provisions that specifically lay out how to amend the articles of incorporation according to internal and state law requirements.Ĭhanging the articles of incorporation can be as simple as finding a copy of the business’s original articles of incorporation and making the suggested changes in pen or pencil. It is important to check the requirements for a specific state when considering making changes to a business’s articles of incorporation. In other states, the shareholders may not even need to approve the change. In some states, officers or directors may change the articles of incorporation even if only these voting shareholders have concluded that they want to make changes. Sometimes, however, only some shareholders can vote. Most states have changed this older, common law rule, and now only require a majority of shareholders to agree to change the articles of incorporation. Use the steps below to change a business’s articles of incorporation.ĭepending on the state in which the business is incorporated, unanimous agreement from all the shareholders may be required to change the articles of incorporation. Sometimes, getting everyone to agree on a change to the articles of incorporation can be the hardest part of amending this legal document. If officers or directors do not change this information, then third parties will have no valid way to contact the business, which can be a problem from both a practical and legal perspective. Avoiding this legal nightmare is as simple as amending the articles of incorporation.Ĭhanging contact names and addresses appropriately allows the Secretary of State to contact a business to notify its representatives of any legal matters, tax issues, and other important information. Such a violation can actually allow the Secretary of State to invalidate the business as a separate legal entity in some serious circumstances. Although a personnel change may have a significant impact on the business, changing a name in the articles of incorporation is a relatively straightforward process.įailing to change articles of incorporation appropriately can ultimately lead to a violation of state law. The articles of incorporation often list the officers, directors, or members by name, so when someone moves on from the business that filled one of these significant roles, the articles of incorporation should be changed. The most common reason that businesses need to change their articles of incorporation, however, is that there has been a change in personnel for the business. Changes to the number of stocks or how the stocks are valued would also necessitate a change to the articles of incorporation. Changes that affect the articles of incorporation usually have a significant effect on the business, such as changing the business’s name or business purpose. If any of the necessary information to incorporate in a specific state changes, then officers or directors will need to adjust the articles of incorporation to reflect how the business is actually operating. There are a variety of asset protection, long-term planning, and tax advantages to incorporation. the names of the officers and directors andĮach state has slightly different requirements, so it is important to consider where the business is being incorporated before filing the articles of incorporation.īeing incorporated means that the business is a separate legal entity compared to the company’s directors, officers, and owners. ![]() ![]() specific information about the stocks, including value and whether there are preferred stocks.the number of authorized shares of stock.the name of the person who is incorporating the business.who the registered agent for the corporation is and how to contact them.what the business will do (the business purpose).Usually, information required in the articles of incorporation will include: They are filed with the Secretary of State and must contain required information laid out by statute. Articles of incorporation are legally necessary documents to create a corporation, whether it is for-profit or nonprofit.
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