Amending provisions contained in your California entity’s Articles of Incorporation may be simpler than you think. When clients come to us with the need to amend their articles, they typically wish to change the name of their entity. However there are several other reasons, such as to change the number and type of authorized shares or to change the purpose stated on the original articles.
Also important to note is what an entity cannot change or update on an Amendment. A change of the entity’s officers, registered agent, principal address or mailing address all cannot be changed through an amendment. For these provisions, you must file the Statement of Information form.
The following process to amend provisions contained in your Articles of Incorporation is the same procedure to amend the articles of organization for a California corporation as it is a California limited liability company (LLC).
First, make sure your Statement of Information is up to date with the Secretary of State since they will need to know on record who can legally make changes to the Articles. To amend the articles, such as the name of your company, you will need to prepare either a Certificate of Amendment of the Articles of Incorporation, or prepare and file an Amended and Restated Articles of Incorporation with the California Secretary of State. Both documents will require a $30 filing fee.
The documents must either be mailed or hand-delivered to the California Secretary of State office in Sacramento at:
Document Filing Support Unit
Mailing address: P.O. Box 944228, Sacramento, CA 94244-2300
Physical address: 1500 11th Street, 3rd Floor, Sacramento, CA 95814
Phone: (916) 657-5448
The Secretary of State will then return one uncertified copy for free to the address you list on the form. Remember to include an additional $5 if you would like a certified copy. If mailed, please note that the California Secretary of State is taking over eight weeks to process mail in requests. If hand-delivered please remember that where applicable there is a $15 over the counter fee, or $350 expedite fee.
For assistance amending provisions contained in your California entity’s Articles of Incorporation, please see File an Amendment.
SunDoc Filings is not a law firm. The materials available at this web site are for informational purposes only and not for the purpose of providing legal advice. You should contact your attorney to obtain advice with respect to any particular issue or problem.