How to Get a Certificate of Amendment for a Corporation

A Certificate of Amendment for a Corporation is a legal form that a corporation completes to indicate changes to the organization including a change of the registered business name, a change in the type of business the company conducts, or a change in the articles of incorporation or the company stock. Completing a certificate of amendment allows a company to make the above adjustments based on the laws of the state in which it was incorporated. An approved Certificate of Amendment supersedes the previously accepted incorporation articles.

Part 1

Part 1 of 3:

Deciding if you Need a Certificate of Amendment

1
Make most operating changes without affecting the articles of incorporation. The articles of incorporation, which are filed with the Secretary of State (or some other similar office in some states), have a limited purpose and contain limited information. You only need an amendment of the articles of incorporation if you are making a change to some of the following information:^{[1]XResearch source}
- the name of the corporation
- the purpose of the corporation
- the intended duration of the corporation
- the number of shares of stock allocated.
- the identity or location of the registered agent. Note, however, that some states use a different procedure or form for changing the name or address of the registered agent.
  - In California, for example, you can only change the registered agent’s name and address by filing a Statement of Information Form SI-100.^{[2]XResearch source}
The bylaws of the corporation should contain provisions that direct the procedure for making changes to the articles of incorporation. Usually this will be done through a meeting of the board of directors. In some cases a vote of shareholders will be required. Review the bylaws and get the proper authority for a change.
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If there is any question as to whether an amendment must be filed, check with your company’s corporate attorney. This is a serious matter, and if you make changes that should be filed in an amendment, but you fail to file the correct paperwork, you could subject your corporation to a lawsuit or fines by the state.
Some states, for example, require that the amendment must state that the board of directors and the shareholders have voted to approve the amendment. Other states may require a statement of the officers' vote. Check with your state's secretary of state or corporate division to find out if you have similar requirements.
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Part 2

Part 2 of 3:

Obtaining and Completing a Certificate of Amendment

Most states have an approved form for you to use to amend your articles of incorporation. Check the website for the Secretary of State and find out if you can download the form and print it, or if they have an online form that you can complete and submit electronically.^{[3]XResearch source}
If you do not know precisely which form to use, or whether you need to submit an amendment at all, contact the Secretary of State’s office. While they generally are not authorized to give legal advice, they are usually expert at directing people on using appropriate forms.
3
Complete the necessary sections of the amendment form. The changes that you can make by way of an amendment are limited, so completing the form is usually pretty simple. In some states, the form must be completed online or typed, while in others even a handwritten form is acceptable. Just read the instructions at the top of the form.^{[4]XResearch source}
- When making your changes, refer to the initial numbering system that was used in the original articles of incorporation. For example, if the corporation name was established in Article One originally, then you should make reference to Article One in your amendment.
In some places, specified officers of the corporation must sign the certificate of amendment. In other areas, it may be any authorized representative. Check with the Secretary of State’s office for your state to find out what your requirements are. Do not submit the form without the signature or it may not be accepted.
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Part 3

Part 3 of 3:

Filing the Certificate of Amendment

1
File electronically, if possible. In some states, you are allowed to amend the articles of incorporation by making changes online and submitting the form electronically. If you can do this, your changes will be accepted sooner and, because of the technology, you have less chance of leaving the form incomplete.
- For example, New Jersey has an electronic form that can be used to make most amendments.^{[5]XResearch source}
- Pennsylvania has a form that is available online that may be printed and mailed or may be submitted electronically.^{[6]XResearch source}
If you state does not permit electronic filing, then obtain a copy of the form either by printing it through your computer or by obtaining a paper copy from the Secretary of State’s office. Complete the form and return it by mail to the correct address.
3
Include any additional paperwork that your state may require. In some cases, the Secretary of State may require you to submit additional paperwork along with the amendment to the articles. If you do not include everything, your submission is likely to be returned to you. Depending on your state's requirements, this additional paperwork may include some or all of the following items:
- an affidavit of authorization for making the amendments
- a cover page for submission of the amendment
- proof of the availability of the new corporate name, if the amendment is to change the name
- anything else the office requires.
4
Include the appropriate filing fee. Filing an amendment to the articles of incorporation typically requires a filing fee. Fees will vary from state to state, but generally are around $50 to $100.
- In Pennsylvania, the filing fee for an amendment is $70.^{[7]XResearch source}
- In Washington, the filing fee for an amendment of a nonprofit corporation is $20, but you can request expedited service for a filing fee of $70.^{[8]XResearch source}
- In South Carolina, the fee for an amendment is $110.^{[9]XResearch source}
If you file by mail, you should include an extra copy of the amendment and ask that it be stamped as evidence of the filing and returned to you. If you file online, you should be able to print some form of proof of the filing.^{[10]XResearch source}
The original of the certificate of amendment, along with the stamped proof of filing, should be maintained in the corporate records along with the original articles of incorporation. The corporation’s secretary usually keeps these records in a secure location for any possible need that may arise in the future.^{[11]XResearch source}
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Tips

If your company is changing its name, you must check for availability of the new name. Many Secretary of State offices include a searchable business name database on their websites.
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Be familiar with your state laws of the corporation. Provisions for corporations vary from state to state and must be followed for a successful filing of a Certificate of Amendment.
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Certificate of Amendment changes may be based on whether or not a company has received payment for stock or not before filing of the amendment.
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Warnings

Be careful to only make changes to articles that currently exist on your original corporation filings. Do not add new articles to the Certificate of Amendment.
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To avoid rejection of your amendment application, be sure to read and follow the filing instructions.
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