How to Amend Florida Articles of Incorporation


Steve Goldstein
Steve Goldstein
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Amend Florida Articles of Incorporation

Starting a corporation in Florida is an exciting journey. But as your company grows, you may find it necessary to make changes to its structure and governance. Making any changes to your established corporation in Florida requires filing the Amendment of Articles of Incorporation. An amendment is a process through which you report the structural or any change in your corporation to the Florida Secretary of State. To do so, you require to follow a few simple steps. You need to get the amendment form, enter the details of changes, and submit it to the appropriate address with the filing fee will make things done.

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

What is Florida Articles of Incorporation?

The Florida Articles of Incorporation is a legal document that you need to file with the Secretary of State while registering your corporation in Florida. It is similar to the Articles of Organization you file while creating an LLC in Florida. If you already own a corporation in Florida, you must know what the Articles of Incorporation is. However, those who are not aware of this document can get all the required details from this page. The Articles 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 Articles of Incorporation.

This document has information related to your corporation. Details like the name of the corp, principal address, Florida 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 Florida 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 Articles 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

Why Amend Articles of Incorporation in Florida?

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.

Change of Florida 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.

How to Amend the Florida Articles of Incorporation

There are three main steps to file your amendment to the Florida Articles 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 Florida Corporation

Updating your Articles 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 Articles of Incorporation reflects the current status of a corporation in Florida. The key elements of your updated Articles 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 Articles of Incorporation

The subsequent step involves reviewing the changes. The Florida 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 Florida 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 Florida Corporate Amendment form.

What Can Be Changed in Articles of Incorporation

It is not easy to change things in your business. Besides, there are some restrictions in changing things in your corporation in Florida. 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 Articles of Incorporation.

What Can not Be Changed in Florida Corporate Amendment?

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

Another point is the initial mailing address of your corporation cannot be changed in the Florida 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 Florida. The details of the initial directors cannot be changed in the Florida Corporate Amendment. There is no other way to change the directors’ details.

Step 3: File the Florida Corporate Amendment

Finally, file the Florida 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 Florida Corporate Amendment.

Penalties for Not Filing the Amendment in Florida

Now, one question arises when we talk about filing the amendment what happens if you don’t amend the Florida Articles 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 Florida Articles of Incorporation.

FAQs

How do I amend Florida Articles of Incorporation?
To amend Florida Articles of Incorporation, you must submit a completed Amendment to Articles of Incorporation form to the Florida Department of State.
What information is required to amend Florida Articles of Incorporation?
The Amendment to Articles of Incorporation form requires information such as the name of the corporation, the effective date of the amendment, the amendment content, and the signature of an authorized representative.
When is the most effective time to amend Florida Articles of Incorporation?
The most effective time to amend Florida Articles of Incorporation is when your business needs to make changes to its legal structure or operations.
Is there a fee to amend Florida Articles of Incorporation?
Yes, there is a fee of $35 to amend Florida Articles of Incorporation.
What happens if I don’t amend Florida Articles of Incorporation?
If you do not amend Florida Articles of Incorporation, your business may be subject to penalties or fines due to non-compliance with state regulations.
How long does it take to amend Florida Articles of Incorporation?
It typically takes 10-15 business days for the Florida Department of State to process and approve an Amendment to Articles of Incorporation.
What are the benefits of amending Florida Articles of Incorporation?
Amending Florida Articles of Incorporation allows your business to make changes to its legal structure and operations, which can help ensure compliance with state regulations and improve efficiencies.
Is it necessary to amend Florida Articles of Incorporation to change the name of the corporation?
Yes, it is necessary to amend Florida Articles of Incorporation in order to change the name of the corporation.
What are the consequences of not filing an Amendment to Articles of Incorporation form?
If an Amendment to Articles of Incorporation form is not filed, the corporation may be subject to penalties or fines due to non-compliance with state regulations.
Can I amend Florida Articles of Incorporation online?
No, the Amendment to Articles of Incorporation form must be submitted in a paper format to the Florida Department of State.
Are there any restrictions on what can be amended in Florida Articles of Incorporation?
Yes, there are certain restrictions on what can be amended in Florida Articles of Incorporation. For example, the name of the corporation, the jurisdiction of incorporation, and the stated purpose cannot be amended.
How often can I amend Florida Articles of Incorporation?
There is no limit to how often Florida Articles of Incorporation can be amended. However, it is important to ensure the amendments are necessary and adhere to the state regulations.
Is it necessary to notify the IRS of an amendment to Florida Articles of Incorporation?
No, it is not necessary to notify the IRS of an amendment to Florida Articles of Incorporation.
Is it necessary to amend Florida Articles of Incorporation to add or remove directors?
Yes, it is necessary to amend Florida Articles of Incorporation to add or remove directors.
Is there a deadline to amend Florida Articles of Incorporation?
No, there is no deadline to amend Florida Articles of Incorporation.
Is it necessary to file an amended certificate with the state of Florida?
Yes, it is necessary to file an amended certificate with the state of Florida.
Is it necessary to obtain shareholder approval to amend Florida Articles of Incorporation?
Yes, it is necessary to obtain shareholder approval to amend Florida Articles of Incorporation.
Can I amend Florida Articles of Incorporation without the help of an attorney?
Yes, you can amend Florida Articles of Incorporation without the help of an attorney, though it is highly recommended to seek legal counsel prior to filing any documents.
Does the Amendment to Articles of Incorporation form need to be notarized?
No, the Amendment to Articles of Incorporation form does not need to be notarized.
Is it necessary to amend Florida Articles of Incorporation to increase the authorized shares?
Yes, it is necessary to amend Florida Articles of Incorporation to increase the authorized shares.
What is the difference between a certificate of amendment and an Articles of Amendment?
A Certificate of Amendment is a document filed with the Florida Department of State that amends the Articles of Incorporation, while an Articles of Amendment is the actual amendment to the Articles of Incorporation.
How much time do I have to file an amended certificate with the Florida Department of State?
An amended certificate must be filed with the Florida Department of State within 90 days of the date of the amendment.
Is there a minimum or maximum number of shares that can be authorized?
Yes, there is a minimum of one share and a maximum of 10,000 shares that can be authorized.
Does the Amendment to Articles of Incorporation require a corporate seal?
No, the Amendment to Articles of Incorporation does not require a corporate seal.
Are there any other documents that need to be filed when amending Florida Articles of Incorporation?
Yes, in addition to the Amendment to Articles of Incorporation, a Certificate of Amendment must be filed with the Florida Department of State.
Is it necessary to amend Florida Articles of Incorporation to change the registered agent?
Yes, it is necessary to amend Florida Articles of Incorporation to change the registered agent.
What type of information should be included in the Amendment to Articles of Incorporation form?
The Amendment to Articles of Incorporation form should include the name of the corporation, the effective date of the amendment, the amendment content, and the signature of an authorized representative.
What happens if I don’t file an amended certificate within the required time?
If an amended certificate is not filed within the required time, the amendment will not be valid and the corporation may be subject to penalties or fines.
Is it necessary to amend Florida Articles of Incorporation to change the principal office address?
Yes, it is necessary to amend Florida Articles of Incorporation to change the principal office address.
Can I file an Amendment to Articles of Incorporation after the effective date?
No, an Amendment to Articles of Incorporation must be filed prior to the effective date.

Also Read

Why Florida Corp Amendment is So Important

One thing is clear: the Florida Corp Amendment is a hot topic that deserves our attention and consideration. So, why exactly is this amendment so important?

First and foremost, the Florida Corp Amendment aims to protect the interests of shareholders and promote good corporate governance practices. By increasing transparency and accountability within corporations, shareholders will have a better understanding of how their investments are being managed, and executives will be held more accountable for their actions. This can help prevent the kind of corporate scandals and abuses of power that have plagued other states in recent years.

Additionally, the Florida Corp Amendment seeks to modernize the state’s corporate laws to better reflect the current business landscape. As the world becomes more interconnected and digitalized, it is essential for laws and regulations to keep pace. By updating Florida’s corporate laws, the state can attract more businesses and investments, boosting its economy and creating more job opportunities for its residents.

Furthermore, the Florida Corp Amendment will promote sustainability and social responsibility within the business community. Companies will be encouraged to consider the environmental and social impacts of their operations, and take steps to minimize any negative effects. This not only benefits the communities in which these corporations operate but also ensures the long-term viability of these businesses.

In addition to these benefits, the Florida Corp Amendment will streamline corporate processes and make it easier for businesses to operate in the state. By standardizing regulations and procedures, companies can focus more on their core business activities and less on navigating complex legal requirements. This can improve efficiency and productivity, ultimately benefiting both businesses and consumers alike.

Overall, the Florida Corp Amendment is a crucial step towards promoting fairness, transparency, and accountability within the corporate world. By updating and modernizing the state’s laws, Florida can attract more businesses, stimulate economic growth, and protect the interests of its citizens. However, it is essential that these amendments strike a balance between promoting these ideals and avoiding unnecessary burdens on corporations. Only time will tell if the Florida Corp Amendment will achieve these goals, but one thing is certain – it is an important step in the right direction.

Conclusion

Amending the Florida Articles 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.

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