Corporate Information Amendment
When managing your corporation's legal records, you may notice that your documents sometimes do not comply with your corporation's needs. Fortunately, any corporation can overcome this issue by amending its documents according to the laws of the state your company is incorporated in.
In some cases, the corporation must report the amendments to the Secretary of State where the corporation is headquartered, by filling the Articles of Amendments document.
The amendments that must be reported are just the external ones. For internal changes that only impact the corporation, updating its bylaws would be enough.
The Articles of Amendment Law
The articles of amendment law is only applied after major modifications happen in a corporation. This can be when the corporation changes its incorporated name into a new one, or when one of its registered agents is replaced, for instance.
The articles of amendment can be executed by the directors or incorporators before issuing shares of stock.
The articles of amendment must mention the name of the corporation, the amendment performed, the date, and a clear statement declaring that the article of amendment was filed before issuing the shares.
Conversely, if the shares have been issued prior to filing the certificate of amendment, the appropriate officers are then requested to sign it before reporting the changes. In case the outstanding shares might be affected by the change as well, then a description of its effect must be included.
The corporate filing division is requested when filing the articles of amendment, in addition to an amendment fee that depends on the state you are registered in, as well as the time and the person doing the amending.
The Bylaws Amendment
The bylaws amendment can usually be performed by the shareholders as well as the directors, except for the cases where the articles of incorporation or the shareholders state otherwise.
A bylaw requesting a larger quorum or voting for shareholders can be requested in the articles of incorporation. However, this statement is not necessarily adopted, revoked or amended by the directors.
It is exclusive to the shareholders to amend or revoke adopted bylaws requiring a larger quorum or voting for the board of directors.
Conversely, if the bylaws is adopted by the board of directors, it can only be amended or revoked by them.
Amending A Registered Agent or Office
The articles of amendment can be applied when the registered agent or registered office is changing. This procedure includes reporting the changes to the secretary of the state, along with a fee that varies according to the amendment executed.
The filed form can be used when both the registered agent and the registered office are changing or just one of them. In case only one is changing, the other can be listed in both fields referring to the old and new one.
Replacing Officers and Directors
Replacing officers or directors can easily be done by electing new ones. Unless the officer or director aspires to do so willingly in writing before the end of term.