How to Amend Minnesota Articles of Incorporation


Steve Goldstein
Steve Goldstein
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Amend Minnesota Articles of Incorporation

Starting a corporation in Minnesota 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 Minnesota 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 Minnesota 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 Minnesota Articles of Incorporation in easy steps. It will be helpful for you if you read the article till the end.

What is Minnesota Articles of Incorporation?

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

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 Minnesota 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 Minnesota Articles of Incorporation

There are three main steps to file your amendment to the Minnesota 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 Minnesota 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 Minnesota. 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 Minnesota 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 Minnesota 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 Minnesota 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 Minnesota. 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 Minnesota Corporate Amendment?

If you started a corporation in Minnesota, 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 Minnesota SOS.

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

Step 3: File the Minnesota Corporate Amendment

Finally, file the Minnesota 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 Minnesota Corporate Amendment.

Penalties for Not Filing the Amendment in Minnesota

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

FAQs

What is the process for amending Minnesota Articles of Incorporation?
The process for amending the Minnesota Articles of Incorporation requires filing a Certificate of Amendment with the Minnesota Secretary of State.
What information is required to amend Minnesota Articles of Incorporation?
The Certificate of Amendment must include the original corporate name, the new corporate name (if applicable), the amendment to the Articles of Incorporation, the effective date of the amendment and the signature of an authorized representative of the corporation.
How do I file an amendment to the Minnesota Articles of Incorporation?
The amendment must be filed with the Minnesota Secretary of State. The filing fee for the amendment is $50.
What is the purpose of amending Minnesota Articles of Incorporation?
Amending the Minnesota Articles of Incorporation allows a corporation to make changes to the corporation’s name, purpose, management, or other provisions.
Does the amendment to the Minnesota Articles of Incorporation need to be approved by shareholders?
Shareholder approval is not required for amending the Minnesota Articles of Incorporation, but certain amendments may require the approval of the board of directors.
Can I amend the Minnesota Articles of Incorporation to change the corporate name?
Yes, you can amend the Minnesota Articles of Incorporation to change the corporate name.
How do I change the corporate name in the Minnesota Articles of Incorporation?
To change the corporate name in the Minnesota Articles of Incorporation, you must file a Certificate of Amendment with the Minnesota Secretary of State. The Certificate of Amendment must include the original corporate name, the new corporate name, and the amendment to the Articles of Incorporation.
Is it necessary to file a Certificate of Amendment if I am changing the corporate name in the Minnesota Articles of Incorporation?
Yes, it is necessary to file a Certificate of Amendment if you are changing the corporate name in the Minnesota Articles of Incorporation.
How long does it take to amend the Minnesota Articles of Incorporation?
It usually takes about 2-4 weeks for the Minnesota Secretary of State to process an amendment to the Minnesota Articles of Incorporation.
What is the fee for filing an amendment to the Minnesota Articles of Incorporation?
The filing fee for amending the Minnesota Articles of Incorporation is $50.
Is it necessary to notify the Minnesota Secretary of State if I am changing the corporate name in the Minnesota Articles of Incorporation?
Yes, it is necessary to notify the Minnesota Secretary of State when changing the corporate name in the Minnesota Articles of Incorporation.
Is it necessary to notify the Internal Revenue Service if I am changing the corporate name in the Minnesota Articles of Incorporation?
Yes, it is necessary to notify the Internal Revenue Service when changing the corporate name in the Minnesota Articles of Incorporation.
Is it necessary to notify the Minnesota Department of Revenue if I am changing the corporate name in the Minnesota Articles of Incorporation?
Yes, it is necessary to notify the Minnesota Department of Revenue when changing the corporate name in the Minnesota Articles of Incorporation.
Are there any restrictions on the corporate name when changing the corporate name in the Minnesota Articles of Incorporation?
Yes, there are restrictions on the corporate name when changing the corporate name in the Minnesota Articles of Incorporation. The corporate name must be different from any existing corporate name registered in Minnesota, must not be deceptively similar to an existing corporate name registered in Minnesota, and must comply with Minnesota’s naming requirements.
How do I check to see if the proposed corporate name is available when filing an amendment to the Minnesota Articles of Incorporation?
To check if the proposed corporate name is available when filing an amendment to the Minnesota Articles of Incorporation, you can search the Minnesota Secretary of State’s website for existing corporate names.
Is it possible to amend the Minnesota Articles of Incorporation to change the purpose of the corporation?
Yes, it is possible to amend the Minnesota Articles of Incorporation to change the purpose of the corporation.
Is it possible to amend the Minnesota Articles of Incorporation to change the management of the corporation?
Yes, it is possible to amend the Minnesota Articles of Incorporation to change the management of the corporation.
Is the amendment to the Minnesota Articles of Incorporation effective immediately?
No, the amendment to the Minnesota Articles of Incorporation is not effective immediately. The amendment is effective on the date specified in the Certificate of Amendment.
Does amending the Minnesota Articles of Incorporation require approval from the shareholders?
Generally no, but certain amendments may require the approval of the board of directors or the shareholders.
Does amending the Minnesota Articles of Incorporation require approval from the board of directors?
Generally no, but certain amendments may require the approval of the board of directors.
Is it necessary to notify the Minnesota Secretary of State after the amendment to the Minnesota Articles of Incorporation is approved?
Yes, it is necessary to notify the Minnesota Secretary of State after the amendment to the Minnesota Articles of Incorporation is approved by the board of directors or shareholders.
Is it possible to amend the Minnesota Articles of Incorporation to add additional provisions?
Yes, it is possible to amend the Minnesota Articles of Incorporation to add additional provisions.
Is it possible to amend the Minnesota Articles of Incorporation to change the number of authorized shares of the corporation?
Yes, it is possible to amend the Minnesota Articles of Incorporation to change the number of authorized shares of the corporation.
What is the process for amending the number of authorized shares of the corporation in the Minnesota Articles of Incorporation?
To amend the number of authorized shares of the corporation in the Minnesota Articles of Incorporation, you must file a Certificate of Amendment with the Minnesota Secretary of State. The Certificate of Amendment must include the amendment to the Articles of Incorporation, the effective date of the amendment and the signature of an authorized representative of the corporation.
Is it necessary to notify the Internal Revenue Service if I am changing the number of authorized shares of the corporation in the Minnesota Articles of Incorporation?
Yes, it is necessary to notify the Internal Revenue Service if you are changing the number of authorized shares of the corporation in the Minnesota Articles of Incorporation.
Is it necessary to notify the Minnesota Department of Revenue if I am changing the number of authorized shares of the corporation in the Minnesota Articles of Incorporation?
Yes, it is necessary to notify the Minnesota Department of Revenue if you are changing the number of authorized shares of the corporation in the Minnesota Articles of Incorporation.
Is it necessary to amend the Minnesota Articles of Incorporation if I am changing the registered agent of the corporation?
No, it is not necessary to amend the Minnesota Articles of Incorporation if you are changing the registered agent of the corporation. You must simply file a Statement of Change of Registered Office Address with the Minnesota Secretary of State.
How do I amend Minnesota Articles of Incorporation?
To amend your Minnesota Articles of Incorporation, you must submit a Certificate of Amendment to the Minnesota Secretary of State’s office.
How much does it cost to amend Minnesota Articles of Incorporation?
The cost for amending Minnesota Articles of Incorporation is $155.
What information is included in a Certificate of Amendment?
A Certificate of Amendment must include the name of the corporation, the date the original Articles of Incorporation were filed, and the name of the person filing the amendment.
How long does it take to amend Minnesota Articles of Incorporation?
It usually takes the Minnesota Secretary of State’s office up to 10 business days to process a Certificate of Amendment.
Can I make changes to my Registered Agent when amending Minnesota Articles of Incorporation?
Yes, you can make changes to your Registered Agent when amending your Minnesota Articles of Incorporation.
What happens after my Minnesota Articles of Incorporation are amended?
After your Minnesota Articles of Incorporation are amended, the Secretary of State’s office will issue a Certificate of Amendment, which serves as official confirmation of the changes.
What other documents do I need to submit with my Certificate of Amendment?
You must submit a copy of the amended Articles of Incorporation. Depending on the changes, you may need to also submit additional documents.

Also Read

Why Minnesota Corp Amendment is So Important

One of the primary reasons why Minnesota Corp Amendment is so important is to keep the company in good standing with the state. Failure to update or amend the articles of incorporation in a timely manner can lead to serious consequences, such as fines, penalties, or even the revocation of the company’s ability to operate. This can have far-reaching effects on the company’s reputation, ability to do business, and even its viability moving forward.

In addition to the legal aspect, amending the articles of incorporation is necessary to reflect changes within the company itself. As businesses evolve and grow, their structure, goals, and operations might change as well. This could include changes in ownership, corporate structure, business focus, or any number of other factors that would necessitate updating the articles of incorporation to accurately reflect the current state of the company.

Furthermore, amending the articles of incorporation can also have important practical implications for the company and its stakeholders. Clear and up-to-date articles of incorporation can help prevent misunderstandings or disputes among shareholders, directors, and officers by clearly outlining the company’s purpose, structure, and governance. This can help ensure that everyone is on the same page and working towards the same goals, ultimately fostering a more cohesive and effective corporate culture.

From a regulatory standpoint, amending the articles of incorporation can also help ensure that the company is compliant with relevant laws and regulations. By updating the articles to reflect changes in the legal landscape or regulatory requirements, the company can avoid potential lawsuits, fines, or other legal troubles that could arise from being out of compliance.

Ultimately, the process of amending the articles of incorporation might seem like a hassle, but it is a crucial step in maintaining the company’s integrity, legality, and effectiveness. While it might require time, effort, and possibly even legal assistance, it is a small price to pay to ensure that the company remains in good standing, compliant with the law, and aligned with its internal and external stakeholders.

In conclusion, Minnesota Corp Amendment is a critical process that should not be taken lightly. By keeping the company’s articles of incorporation up-to-date, companies can ensure legal compliance, effective governance, and a strong foundation for future growth and success. It might not be the most exciting or glamorous aspect of running a business, but it is undoubtedly one of the most important.

Conclusion

Amending the Minnesota 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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