Amendments

When Amendments are Required

In the course of operating a company, certain changes may necessitate additional state filings. If any information listed on a company's original formation documents changes (business name, address, owners etc.), the change needs to be reflected in a formal filing often known as an amendment. Depending upon the state of formation, this involves filing either amended articles of incorporation (or amended Certificate of Formation for LLCs) or a certificate of amendment to the formation document. CorpAmerica can assist customers in filing an amendment, regardless of whether we assisted in the original formation.

Types of Amendments

Different types of amendments may be required depending upon the changes that occur in the normal operation of a corporation or an LLC:

  • Name amendments reflect changes to the legal name of the entity. Companies are authorized to do business under their legal names filed with the Secretary of State. If an entity will be changing its name, that change must first be approved by the state.
  • Address amendments record changes to the business address listed on the formation document in the event you wish to change the Registered Agent's address or the company's address for the receipt of legal notices and documents within the state of formation. Check your copy of your formation document to determine whether a business address was listed. If no business address appears on the formation document, the state may have other procedures for requesting a business address change.
  • Purpose amendments change a business purpose that is listed on the formation documents. As with address amendments, a specific purpose is not always listed on the formation document and may not need to be formally amended. Check your copy of your original formation document to determine whether an amendment to its purpose is applicable.
  • Director/Member amendments reflect changes to the directors/members listed on the formation documents. Director, member or manager information is often updated on annual reports to the state, but CorpAmerica can assist in filing a formal amendment if members were listed on the formation document (check your copy to determine whether this is the case. In some cases, the names of directors, members or managers do not have to be registered with the state and only the Registered Agent's name is listed with the state. We can also assist in customizing a generic written consent document to record ownership changes.

Placing an Amendment Order

CorpAmerica begins the amendment process with a $50.00 deposit to research the filing and provide the paperwork and exact fee breakdown for an order. Please keep in mind that this deposit is nonrefundable, but is deducted from our service fee of $125.00. We do not provide the total cost until receiving the deposit and researching the fees, but amendment filings are typically several hundred dollars. For Delaware and New York filings, we can provide the total cost up front and conform (type) your signature on the amendment filing to submit directly to the state if you prefer.

What You'll Need to Place an Order

To place an order for an amendment filing, please feel free to contact a business specialist at 877-246-2462 or 302-636-5448, or contact us at info@corpamerica.com with questions about the amendment process.

You will need to provide:

- The current legal name of the company

- The state in which it was formed

- The information being amended (name, address, directors/owners, etc.)

-  Your shipping address (mail or e-mail) for delivery of the paperwork and fee breakdown

-  Your payment authorization for the $50.00 deposit (or the total cost, for Delaware or New York filings)

Did you know?

You must follow your states rules and regulations for maintaining a business in "good standing" in order to preserve the benefits of incorporating. This includes protection of your personal assets.