How to Amend Certificate of Incorporation in Delaware (2025)


Steve Bennett
Steve Bennett
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Amend Delaware Certificate of Incorporation

Amending the Certificate of Incorporation in Delaware is required if you make any changes to your formed corporation. An amendment is a process through which you report the structural or any change in your corporation to the Delaware Secretary of State. To do so, you are required to follow a few simple steps. You need to get the amendment form, enter the details of the changes, and submit it to the appropriate address along with the amendment fee.

In this article, we have shared the process in detail. You will learn how to amend Delaware Certificate of Incorporation in easy steps. It will be helpful for you if you read the article till the end. 

What is the Delaware Certificate of Incorporation?

The Delaware Certificate of Incorporation is a legal document that you need to file with the Secretary of State while registering your corporation in Delaware. It is similar to the Certificate of Formation you file while creating an LLC in Delaware. If you already own a corporation in Delaware, you must know what the Certificate of Incorporation is. However, those who are not aware of this document can get all the required details from this page. The Certificate of Incorporation is a set of papers that have all the information regarding your corporation and are filed with the Secretary of State. You must pay the filing fees to register your Certificate of Incorporation.

This document has information related to your corporation. Details like the name of the corp, principal address, Delaware Registered Agent details, corporation structure, directors, shareholders, and signature of the incorporators should be mentioned in the document. An online or offline form mentioning these details should be filed with the SOS at the time of forming your corporation. You must pay the filing fee to the state online or by check. 

Like forming an LLC, for the corporation, it takes some time to form your business in Delaware after filing the documents. You can expedite the filing process by paying additional money over the filing fees. 

It is good to make changes in your Certificate of Incorporation. When you change anything, specifcally the name, it brings good and bad effects to the company. Make sure the name change does not affect your revenue or status adversely.

– LLCBuddy Editorial Team

How to Amend the Delaware Certificate of Incorporation

There are three main steps to file your amendment to the Delaware Certificate of Incorporation. Before you proceed with the steps of filing the form, you must know what changes you can make in your corporation and what changes you cannot. Let’s start with the first step and some related information, 

Step 1: Determine What Changes You Need in Delaware Corporation

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Updating your Certificate of Incorporation periodically can be beneficial by making necessary changes. However, frequent alterations in structure or name may not be advisable. The first step involves determining which changes are needed and assessing their potential impact. Modifying aspects of your existing business can affect your revenue or client relationships, so it’s crucial to carefully consider whether the changes are truly necessary and what consequences they may bring.

An up-to-date Certificate of Incorporation reflects the current status of a corporation in Delaware. The key elements of your updated Certificate of Incorporation may include the advantages of being a Registered Agent, the company’s contact information, and the process for receiving legal notices, among other details.

Step 2: Review the Changes You Made in the Certificate of Incorporation

The subsequent step involves reviewing the changes. The Delaware Secretary of State may request additional supporting documents based on the modifications made to your corporation. After finalizing the changes, you can proceed to draft the Delaware corporate amendment. Consult with the SOS to determine if any other documents need to be submitted. For instance, if you are changing the business name, you might be required to submit a name change/reservation form along with the Delaware Corporate Amendment form.

What Can Be Changed in Certificate of Incorporation

It is not easy to change things in your business. Besides, there are some restrictions in changing things in your corporation in Delaware. There are things you can change, but there are things that you cannot change. I have mentioned a few points in this article that you can change above, such as the name, statement of purpose, and the number of shares issued. Now, there are things that you cannot change in the Certificate of Incorporation. 

What Can not Be Changed in Delaware Corporate Amendment?

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If you started a corporation in Delaware, you must initially have appointed a Registered Agent. You cannot change the initial registered agent in the Certificate of Incorporation Corporate Amendment. You can change it using other methods and forms available in the Delaware SOS. 

Another point is the initial mailing address of your corporation cannot be changed in the Delaware Corporate Amendment. In this case, you can change it through other methods requiring different forms. 

The third point is the initial directors who formed the corporation in Delaware. The details of the initial directors cannot be changed in the Delaware Corporate Amendment. There is no other way to change the directors’ details.

Step 3: File the Delaware Corporate Amendment

Finally, file the Delaware Corporate Amendment with the Secretary of State by the methods (online or offline) available. You must go through the filing process mentioned on the SOS official website before you start the filing process. You must pay the state fees for filing the Delaware Corporate Amendment. 

If you are in Delaware and have formed an LLC, you must file the Certificate of Amendment in Delaware with the SOS if you make any changes to the limited liability company.

Why Amend Certificate of Incorporation in Delaware?

There can be several reasons why you make changes to your corporation. A business runs based on diverse components. From economic conditions to internal structures (shareholders and directors), the corporation can change many times in its life based on external or internal reasons.

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Change of Delaware Corporation Name: The name of the corporation does not often change because it is the primary identity of any business. Sometimes, a spelling or the entire name requires to be changed for many reasons. In that case, the corporation has to file the amendment with the SOS mentioning the old and new names. They have to submit the business name change form with the amendment form. 

Change of Statement of Purpose: This is a document where you explain the purpose of your corporation. The purpose says that you are involved in legal and lawful activities through your business. If you are having a nonprofit, you must have a community purpose. If you change that purpose, you must file the amendment. If you change the nature of the business or the purpose of the corporation overall, then you must file an amendment.

Change in Numbers of Stocks and Shares: Finally, if you change the number of shares or stock issues in your company, then you must amend it. It can be reduced or increased if you decide to remove or add a shareholder/partner to the corporation. In that case, it must be amended with the SOS.

Penalties for Not Filing the Amendment in Delaware

Now, one question arises when we talk about filing the amendment what happens if you don’t amend the Delaware Certificate of Incorporation? The answer is simple. You might have to pay heavy penalties if you do not file it. Besides, you may lose existing clients as they may not be interested in continuing to work with your company. 

They might cancel the existing contract; you might lose the bank loan or advance opportunities, or you may lose the business bank accounts for not complying with the amendment filing requirements. Hence, it is highly recommended to amend the Delaware Certificate of Incorporation. 

FAQs

What is the process for amending a Delaware Certificate of Incorporation?
To amend a Delaware Certificate of Incorporation, a company must first draft and file an amendment with the Delaware Division of Corporations.
Do I have to file an amendment with the state of Delaware if I want to change my company’s name?
Yes, changing a company’s name in Delaware requires filing an amendment to the Certificate of Incorporation.
Can I amend my Delaware Certificate of Incorporation online?
Yes, many filings in Delaware, including amendments to the Certificate of Incorporation, can be done online through the Division of Corporations’ website.
What information is typically included in an amendment to the Delaware Certificate of Incorporation?
An amendment usually includes specifics about the changes being made, such as the new name of the company or any amendments to the company’s purpose.
How long does it take to process an amendment to the Delaware Certificate of Incorporation?
Processing times can vary, but typically amendments are processed within a few business days in Delaware.
Are there any specific requirements for the content of an amendment to the Delaware Certificate of Incorporation?
Yes, the amendment must comply with Delaware laws and clearly detail the changes being made.
What is the fee for amending a Delaware Certificate of Incorporation?
The filing fee for amending a Certificate of Incorporation in Delaware is typically around $200, but this can vary depending on the specifics of the amendment.
Can I change the registered agent for my company in Delaware when filing an amendment to the Certificate of Incorporation?
Yes, it is possible to change the registered agent for a Delaware company when filing an amendment to the Certificate of Incorporation.
Do I need to notify any other parties when filing an amendment to the Delaware Certificate of Incorporation?
It is a good idea to inform any relevant parties, such as shareholders, directors, and officers, of the changes being made through the amendment.
What is the difference between a Certificate of Amendment and an Amended and Restated Certificate of Incorporation in Delaware?
A Certificate of Amendment makes minor changes to an existing Certificate of Incorporation, while an Amended and Restated Certificate of Incorporation completely replaces the original document with all amendments included.
Can I change the corporate structure of my Delaware company when filing an amendment to the Certificate of Incorporation?
Yes, it is possible to make changes to the corporate structure, such as converting from a C-Corporation to an S-Corporation, when filing an amendment in Delaware.
Is there a requirement to have a specific number of directors or officers in the Certificate of Incorporation in Delaware?
Yes, the Certificate of Incorporation in Delaware must include the names and addresses of at least one director and one officer of the company.
Can I amend the Articles of Incorporation for my Delaware company without filing a full amendment to the Certificate of Incorporation?
No, any changes to the Articles of Incorporation in Delaware must be done through an amendment to the Certificate of Incorporation.
What is the easiest way to check the status of an amendment filing with the Delaware Division of Corporations?
The best way to check the status of an amendment filing in Delaware is to log into the online system and track the progress of the filing.
Can I make multiple changes to my company’s Certificate of Incorporation in one amendment filing in Delaware?
Yes, it is possible to make multiple changes in a single amendment filing to the Certificate of Incorporation in Delaware.
Is it necessary to have a specific reason for wanting to amend the Certificate of Incorporation in Delaware?
No, companies in Delaware can amend their Certificate of Incorporation for any reason, as long as the changes comply with state laws.
Can I file an amendment to the Delaware Certificate of Incorporation if my company is not currently in good standing with the state?
No, companies in Delaware must be in good standing in order to file an amendment to the Certificate of Incorporation.
Can I use a legal template for amending my Certificate of Incorporation in Delaware?
Yes, there are many resources available, including legal templates, that can help with drafting an amendment to the Certificate of Incorporation in Delaware.
What happens if my amendment filing in Delaware is rejected?
If an amendment filing is rejected in Delaware, the reasons for rejection will typically be provided, and the company can make the necessary revisions and refile.
Can I change the fiscal year of my company when amending the Certificate of Incorporation in Delaware?
Yes, it is possible to make changes to the fiscal year of a company in Delaware when filing an amendment to the Certificate of Incorporation.
Do I need to provide a mailing address for the company in the amendment to the Certificate of Incorporation in Delaware?
Yes, the Delaware Certificate of Incorporation must include a mailing address for the company, as well as the registered agent’s address.
Can I file an amendment to the Certificate of Incorporation in Delaware if my company is going through bankruptcy proceedings?
A company going through bankruptcy proceedings may have additional requirements when filing an amendment in Delaware, so it is recommended to consult with legal counsel.
Can I remove a director from the company when filing an amendment to the Certificate of Incorporation in Delaware?
It is possible to make changes to the directorship of a company in an amendment to the Certificate of Incorporation in Delaware with appropriate approvals.
Do I need to have a shareholder vote to approve an amendment to the Certificate of Incorporation in Delaware?
It depends on the specific changes being made, but some amendments in Delaware may require a shareholder vote for approval.
Is there a deadline for filing an amendment to the Certificate of Incorporation in Delaware after making changes to the company?
Delaware does not impose a strict deadline for filing amendments, but it is recommended to file promptly after any changes to the company.
Can I amend the par value of shares when filing an amendment to the Certificate of Incorporation in Delaware?
Yes, it is possible to amend the par value of shares in Delaware when filing an amendment to the Certificate of Incorporation.
What type of changes cannot be made through an amendment to the Certificate of Incorporation in Delaware?
While many changes can be made through an amendment, some changes may require a more complex process, such as mergers or conversions, in Delaware.
Can I make changes to the purpose clause of the Certificate of Incorporation in Delaware when filing an amendment?
Yes, it is possible to make changes to the purpose clause of the Certificate of Incorporation in Delaware when filing an amendment, as long as they comply with state laws.
Is it necessary to have an attorney assist with amending the Certificate of Incorporation in Delaware?
While having legal counsel can be beneficial, companies in Delaware can file amendments to their Certificate of Incorporation without an attorney if they choose to do so.

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In Conclusion

Amending the Delaware Certificate of Incorporation may not involve numerous steps, but the process can be more complex than it appears. It’s crucial to carefully consider any changes to ensure they do not negatively impact your business or client relationships. Before proceeding with modifications and amendments, it is advisable to consult with an attorney or legal professional for guidance.

Due to the complicated structure, forming a corporation in Delaware might be difficult. However, after forming the corporation, managing it seems to be more difficult for many people. A frequent change may or may not occur. But, every time you make a change, you must file the amendment with Delaware SOS. It is also suggested that you do not make changes frequently as it may affect your brand in a reverse way.

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