How to Amend Articles of Incorporation in Indiana (2024)


Steve Bennett
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Amend Indiana Articles of Incorporation

Amending the Articles of Incorporation in Indiana 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 Indiana 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 Indiana Articles of Incorporation in easy steps. It will be helpful for you if you read the article till the end. 

What is the Indiana Articles of Incorporation?

The Indiana Articles of Incorporation is a legal document that you need to file with the Secretary of State while registering your corporation in Indiana. It is similar to the Articles of Organization you file while creating an LLC in Indiana. If you already own a corporation in Indiana, 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, Indiana 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 Indiana 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

How to Amend the Indiana Articles of Incorporation

There are three main steps to file your amendment to the Indiana 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 Indiana Corporation

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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 Indiana. 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 Indiana 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 Indiana 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 Indiana 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 Indiana. 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 Indiana Corporate Amendment?

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If you started a corporation in Indiana, 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 Indiana SOS. 

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

Step 3: File the Indiana Corporate Amendment

Finally, file the Indiana 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 Indiana Corporate Amendment. 

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

Why Amend Articles of Incorporation in Indiana?

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 Indiana 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 Indiana

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

FAQs

How do I amend my Indiana Articles of Incorporation?
You can amend your Indiana Articles of Incorporation by filing Articles of Amendment with the Indiana Secretary of State.
What information do I need to include in the Articles of Amendment when amending my Indiana Articles of Incorporation?
When amending your Indiana Articles of Incorporation, you will need to include the name of the corporation, the date of incorporation, and the changes you are making.
Is there a fee for amending my Indiana Articles of Incorporation?
Yes, there is a filing fee that must be paid when submitting the Articles of Amendment to amend your Indiana Articles of Incorporation.
Can I change the name of my corporation when amending my Indiana Articles of Incorporation?
Yes, you can change the name of your corporation when amending your Indiana Articles of Incorporation by including the new name in the Articles of Amendment.
How long does it take to process the amendment to my Indiana Articles of Incorporation?
Processing times for amendments to Indiana Articles of Incorporation can vary, but it typically takes a few business days for the Secretary of State to review and approve the amendment.
Can I add or remove directors when amending my Indiana Articles of Incorporation?
Yes, you can add or remove directors when amending your Indiana Articles of Incorporation by indicating the changes in the Articles of Amendment.
What happens if my amendments to the Indiana Articles of Incorporation are rejected?
If your amendments to the Indiana Articles of Incorporation are rejected, you will receive a notice from the Secretary of State explaining the reasons for the rejection.
Do I need to notify my shareholders when amending my Indiana Articles of Incorporation?
You are not required to notify your shareholders when amending your Indiana Articles of Incorporation, but it is a good practice to keep them informed of any significant changes.
Can I change the registered agent for my corporation when amending my Indiana Articles of Incorporation?
Yes, you can change the registered agent for your corporation when amending your Indiana Articles of Incorporation by including the new agent’s information in the Articles of Amendment.
Is there a deadline by which I must amend my Indiana Articles of Incorporation?
There is no specific deadline for amending your Indiana Articles of Incorporation, but it is important to keep your articles up to date to ensure compliance with state laws.
How do I amend Indiana Articles of Incorporation?
To amend Indiana Articles of Incorporation, you must file Articles of Amendment with the Indiana Secretary of State.
What information is required in the Articles of Amendment in Indiana?
The Articles of Amendment in Indiana must include the name of the corporation, the date the original Articles were filed, and the specific changes being made.
Can I make any changes to my Indiana Articles of Incorporation when amending them?
Yes, you can make various changes to your Indiana Articles of Incorporation when amending them, such as changing the corporation’s name, purpose, or registered agent.
How much does it cost to file Articles of Amendment in Indiana?
The cost to file Articles of Amendment in Indiana is typically around $30, but this fee may vary.
Do I need to obtain board approval before amending Indiana Articles of Incorporation?
Yes, you typically need to obtain approval from the board of directors before amending Indiana Articles of Incorporation.
What is the deadline for filing Articles of Amendment in Indiana?
There is no specific deadline for filing Articles of Amendment in Indiana, but it’s important to file them promptly after making any changes to the corporation.
Can I file Articles of Amendment online in Indiana?
Yes, you can file Articles of Amendment online through the Indiana Secretary of State’s website.
How long does it take for the Indiana Secretary of State to process Articles of Amendment?
The processing time for Articles of Amendment in Indiana can vary, but it typically takes around 5-7 business days.
Do I need to notify any other agencies after amending Indiana Articles of Incorporation?
Depending on the changes made, you may need to notify other state agencies such as the Department of Revenue or the Department of Workforce Development in Indiana.
Can I reinstate a corporation that has been administratively dissolved in Indiana while filing Articles of Amendment?
Yes, you can reinstate a corporation that has been administratively dissolved in Indiana at the same time as filing Articles of Amendment.
Will amending Indiana Articles of Incorporation affect the corporation’s tax status?
Amending Indiana Articles of Incorporation should not affect the corporation’s tax status, but it’s always advisable to consult with a tax professional.
Can I change the registered office address in Indiana when amending Articles of Incorporation?
Yes, you can change the registered office address in Indiana when amending Articles of Incorporation by including the new address in the Articles of Amendment.
How do I know if my Indiana Articles of Amendment have been approved?
You will receive a confirmation from the Indiana Secretary of State once your Articles of Amendment have been approved.
Can I change the number of authorized shares when amending Indiana Articles of Incorporation?
Yes, you can change the number of authorized shares in Indiana by including this information in the Articles of Amendment.
Do I need to publish notice of the amendment in a newspaper in Indiana?
In certain cases, you may be required to publish a notice of the amendment in a newspaper if you are amending Indiana Articles of Incorporation.
Can I change the names and addresses of directors and officers in Indiana while amending Articles of Incorporation?
Yes, you can change the names and addresses of directors and officers in Indiana when amending Articles of Incorporation by including this information in the Articles of Amendment.
Can I merge two or more corporations in Indiana while amending Articles of Incorporation?
Yes, you can merge two or more corporations in Indiana at the same time as amending their Articles of Incorporation.
What happens if there are errors in the filed Articles of Amendment in Indiana?
If there are errors in the filed Articles of Amendment in Indiana, you may need to file an amended version to correct the mistakes.
Can non-profit corporations in Indiana amend their Articles of Incorporation?
Yes, non-profit corporations in Indiana can also amend their Articles of Incorporation by following the prescribed process.
Is there a specific form to use for filing Articles of Amendment in Indiana?
Yes, there is a specific form provided by the Indiana Secretary of State for filing Articles of Amendment.

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In Conclusion

Amending the Indiana 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.

Due to the complicated structure, forming a corporation in Indiana 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 Indiana 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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