How to Amend Articles of Incorporation

When You Need to Amend

Articles of incorporation get amended any time the corporation needs to change something the state required it to state originally: its legal name, the number of shares it's authorized to issue, its registered agent or registered office, or certain governance provisions the original articles included. Some of these changes, like a registered agent update, may have their own simpler, separate filing in some states; check your specific state's forms before assuming a full amendment is required.

Step 1: Board Resolution

The board of directors proposes the amendment by adopting a resolution describing the exact change and recommending it to shareholders. Document this resolution in the corporation's minutes, since it's the formal starting point the state filing and the shareholder vote both reference.

Step 2: Shareholder Approval

After the board acts, shareholders generally have to approve the amendment, typically by a majority of the shares entitled to vote, though your bylaws or your state's corporation statute may require a higher threshold for certain changes, such as two-thirds. Hold the vote at a shareholder meeting or through written consent if your bylaws allow it, and keep the signed approval with your corporate records.

Step 3: File the Amendment With the State

Once shareholders approve the change, file the state's specific amendment form, commonly called Articles of Amendment or a Certificate of Amendment, with the filing agency, along with its fee. Fees vary significantly: Florida charges $35 to file Articles of Amendment to a profit corporation's articles, while Delaware's Certificate of Amendment fee starts at $214 and increases if the amendment raises the corporation's authorized stock. Check your specific state's current fee and form before filing, since these numbers are set and changed independently by each state.

Step 4: Update Internal Records

After the state accepts the amendment, update the corporation's own records to match: the cap table or stock ledger if authorized shares changed, the corporate seal and letterhead if the name changed, and any bank or vendor accounts that reference the corporation's old name or share structure. Keep the state-filed, stamped copy of the amendment with your original articles of incorporation.

Common Amendments

The most common reasons corporations amend their articles are changing the corporate name, increasing authorized shares (often ahead of a funding round or an employee stock option plan), and adding or removing optional provisions the articles may contain, such as indemnification language or share class terms. A registered agent or registered office change is handled by a full amendment in some states and by a separate, simpler change-of-agent filing in others.

Restated Articles vs. a Simple Amendment

A corporation that has amended its articles several times over the years can file restated articles of incorporation, which consolidate every prior amendment into one clean, current document rather than requiring anyone to piece together the original articles plus a stack of separate amendments. This is commonly done before a financing round or an acquisition, when investors and their counsel want one document that reflects the corporation's current state rather than its full amendment history.

Some Changes Need More Than a Simple Majority

Certain amendments, particularly ones that change shareholders' existing rights, such as creating a new class of stock with preferences over existing shares, can require approval by a supermajority or by the specific class of shareholders affected, not just an overall majority. Check your state's corporation statute and your own bylaws before assuming a simple majority vote is enough.

Increasing Authorized Shares Can Raise Your Annual Franchise Tax

In states that calculate franchise tax or an annual fee based on authorized shares, like Delaware under its default Authorized Shares Method, increasing the number of authorized shares in an amendment can increase what you owe each year afterward. Model the ongoing cost, not just the one-time amendment fee, before authorizing far more shares than you expect to need soon.

Keep Every Amendment With Your Original Articles

Store each filed amendment, or your restated articles if you've consolidated them, together with your original articles of incorporation and your other corporate records. A bank, investor, or buyer doing due diligence will typically ask for the complete, current picture, not just the original filing.

This Is Not Legal Advice

What your specific amendment needs to say, and what approval threshold applies, depends on your state's corporation statute and your own bylaws. Talk to a business attorney before filing an amendment that changes shareholders' existing rights.