How to Amend Nevada Articles of Incorporation


Steve Goldstein
Steve Goldstein
Business Formation Expert
Steve Goldstein runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

All Posts by Steve Goldstein →
Business Formation Expert  |   Fact Checked by Editorial Staff
Last updated: 
LLCBuddy™ offers informative content for educational purposes only, not as a substitute for professional legal or tax advice. We may earn commissions if you use the services we recommend on this site.
At LLCBuddy, we don't just offer information; we provide a curated experience backed by extensive research and expertise. Led by Steve Goldstein, a seasoned expert in the LLC formation sector, our platform is built on years of hands-on experience and a deep understanding of the nuances involved in establishing and running an LLC. We've navigated the intricacies of the industry, sifted through the complexities, and packaged our knowledge into a comprehensive, user-friendly guide. Our commitment is to empower you with reliable, up-to-date, and actionable insights, ensuring you make informed decisions. With LLCBuddy, you're not just getting a tutorial; you're gaining a trustworthy partner for your entrepreneurial journey.
Amend Nevada Articles of Incorporation

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

What is Nevada Articles of Incorporation?

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

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 Nevada 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 Nevada Articles of Incorporation

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

If you started a corporation in Nevada, 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 Nevada SOS.

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

Step 3: File the Nevada Corporate Amendment

Finally, file the Nevada 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 Nevada Corporate Amendment.

Penalties for Not Filing the Amendment in Nevada

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

FAQs

What is an Article of Incorporation?
An Article of Incorporation is the document that is filed with the Nevada Secretary of State to register a new corporation under the laws of the State of Nevada.
How do I amend my Nevada Articles of Incorporation?
To amend your Nevada Articles of Incorporation, you must file a Certificate of Amendment with the Nevada Secretary of State. The Certificate of Amendment must include the name of the corporation and the date of incorporation, as well as the changes you are making.
Is there a fee to amend my Nevada Articles of Incorporation?
Yes, there is a fee to amend your Nevada Articles of Incorporation. The fee is $125.
What changes can I make to my Nevada Articles of Incorporation?
You can make changes to a variety of aspects of your corporation, including the name of the corporation, the purpose of the corporation, the number of authorized shares, the corporate address, the name and address of the registered agent, and the corporate directors.
How long does it take to amend my Nevada Articles of Incorporation?
Once the Certificate of Amendment is filed with the Nevada Secretary of State, it typically takes 2-3 weeks for the amendment to be processed and approved.
Do I need to notify my shareholders when I amend my Nevada Articles of Incorporation?
Yes, you must notify your shareholders when you amend your Nevada Articles of Incorporation. This can be done through a written notice or a posting on the company website.
Can I change the name of my Nevada corporation when I amend my Articles of Incorporation?
Yes, you can change the name of your Nevada corporation when you amend your Articles of Incorporation.
Can I update the address of my Nevada corporation when I amend my Articles of Incorporation?
Yes, you can update the address of your Nevada corporation when you amend your Articles of Incorporation.
Can I change the number of authorized shares of my Nevada corporation when I amend my Articles of Incorporation?
Yes, you can change the number of authorized shares of your Nevada corporation when you amend your Articles of Incorporation.
Can I change the purpose of my Nevada corporation when I amend my Articles of Incorporation?
Yes, you can change the purpose of your Nevada corporation when you amend your Articles of Incorporation.
Can I change the name and address of my Nevada registered agent when I amend my Articles of Incorporation?
Yes, you can change the name and address of your Nevada registered agent when you amend your Articles of Incorporation.
Can I change the names and addresses of my Nevada corporate directors when I amend my Articles of Incorporation?
Yes, you can change the names and addresses of your Nevada corporate directors when you amend your Articles of Incorporation.
Do I need to file a form when I amend my Nevada Articles of Incorporation?
Yes, you must file a Certificate of Amendment with the Nevada Secretary of State when you amend your Articles of Incorporation.
Where do I file my Certificate of Amendment when amending my Nevada Articles of Incorporation?
You must file your Certificate of Amendment with the Nevada Secretary of State.
How do I contact the Nevada Secretary of State when amending my Articles of Incorporation?
You can contact the Nevada Secretary of State by phone at (775) 684-5708, or by email at [email protected]
Is there a sample Certificate of Amendment I can use when amending my Nevada Articles of Incorporation?
Yes, you can find a sample Certificate of Amendment on the Nevada Secretary of State website.
How do I know if my Certificate of Amendment has been approved by the Nevada Secretary of State?
You can check the status of your Certificate of Amendment on the Nevada Secretary of State website, or you can contact the Nevada Secretary of State by phone or email.
Do I need to submit any additional documents when amending my Nevada Articles of Incorporation?
No, you do not need to submit any additional documents when amending your Nevada Articles of Incorporation.
Do I need to submit any documents to the Internal Revenue Service (IRS) when amending my Nevada Articles of Incorporation?
No, you do not need to submit any documents to the IRS when amending your Nevada Articles of Incorporation.
Can I update my Nevada corporate address without amending my Articles of Incorporation?
Yes, you can update your Nevada corporate address without amending your Articles of Incorporation by filing a Statement of Change of Address with the Nevada Secretary of State.
Can I update my Nevada registered agent without amending my Articles of Incorporation?
Yes, you can update your Nevada registered agent without amending your Articles of Incorporation by filing a Statement of Change of Registered Agent and Office with the Nevada Secretary of State.
Are there any other forms I need to file when amending my Nevada Articles of Incorporation?
No, you do not need to file any other forms when amending your Nevada Articles of Incorporation.
Can I make changes to my Nevada Articles of Incorporation without filing any forms?
No, you must file a Certificate of Amendment with the Nevada Secretary of State when making changes to your Nevada Articles of Incorporation.
Do I need to file any documents with my county government when amending my Nevada Articles of Incorporation?
No, you do not need to file any documents with your county government when amending your Nevada Articles of Incorporation.
Do I need to file any documents with the Nevada Department of Taxation when amending my Nevada Articles of Incorporation?
No, you do not need to file any documents with the Nevada Department of Taxation when amending your Nevada Articles of Incorporation.
Are there any other fees or costs associated with amending my Nevada Articles of Incorporation?
No, the only fee associated with amending your Nevada Articles of Incorporation is the filing fee of $125.
Do I need to file annual reports with the Nevada Secretary of State when amending my Nevada Articles of Incorporation?
No, you do not need to file annual reports when amending your Nevada Articles of Incorporation.
Are there any penalties for failing to amend my Nevada Articles of Incorporation?
Yes, there are penalties for failing to amend your Nevada Articles of Incorporation when required.
How can I get help amending my Nevada Articles of Incorporation?
You can get help amending your Nevada Articles of Incorporation by speaking with a qualified attorney or business consultant.
What are the requirements for amending Nevada Articles of Incorporation?
In Nevada, the Articles of Incorporation may be amended by a majority vote of the shareholders or a unanimous vote of the board of directors. The amendment must be approved by the Secretary of State and filed in the records of the corporation.
What should be included in an amendment to an Articles of Incorporation in Nevada?
An amendment to Articles of Incorporation in Nevada should include the name of the corporation, the purpose of the amendment, the changes proposed, the date the shareholders or board of directors voted to approve the amendment, and the number of shares outstanding.
How do I file an amendment to an Articles of Incorporation in Nevada?
The amendment must be approved by the Secretary of State and filed in the records of the corporation. The amendment must be accompanied by an original or certified copy of the Articles of Incorporation with the amendment attached, as well as the filing fee.
Are there any fees associated with amending an Articles of Incorporation in Nevada?
Yes, there are fees associated with amending an Articles of Incorporation in Nevada. The filing fee is based on the number of shares outstanding, and the state also charges a verification fee.
What is the timeline for amending an Articles of Incorporation in Nevada?
The timeline for amending an Articles of Incorporation in Nevada depends on the complexity of the amendment and the processing time of the Secretary of State. Generally, the process takes one to four weeks.
What happens after an Articles of Incorporation is amended in Nevada?
After an Articles of Incorporation is amended in Nevada, the corporation must update its records to reflect the change and notify any affected parties. The corporation also has to file an updated report with the Secretary of State.

Also Read

Why Nevada Corp Amendment is So Important

One of the major reasons why the Nevada Corp Amendment is so important is its ability to enhance the flexibility of a company’s operations. By allowing businesses to amend their articles of incorporation, this amendment enables companies to adapt their corporate structures to meet changing circumstances and strategic goals. This flexibility is crucial in today’s dynamic business environment, where companies must be able to quickly pivot and respond to market changes. The ability to modify corporate documents can also help businesses streamline their operations, reduce costs, and improve efficiency.

Furthermore, the Nevada Corp Amendment is essential for companies looking to improve transparency and governance. By updating their articles of incorporation, businesses can ensure that their foundational documents accurately reflect their current business practices and comply with relevant laws and regulations. This transparency is key to building trust with stakeholders, including shareholders, customers, and regulators. It also enhances governance by ensuring that companies have clear, well-defined rules and procedures in place to guide their decision-making and operations.

Additionally, the Nevada Corp Amendment can help companies enhance their corporate governance by strengthening the roles and responsibilities of key stakeholders, such as board members and executives. By updating their articles of incorporation, businesses can clarify the duties and expectations of these individuals, thereby increasing accountability and promoting sound decision-making. This, in turn, can help companies build sustainable, long-term value for their shareholders and stakeholders.

Another reason why the Nevada Corp Amendment is so important is its impact on corporate compliance and risk management. By updating their articles of incorporation, companies can ensure that they are complying with all relevant laws and regulations, thus reducing the risk of costly fines, penalties, or lawsuits. This proactive approach to compliance can also help businesses avoid reputational damage and maintain the trust of their customers, investors, and other stakeholders.

In conclusion, the Nevada Corp Amendment is a critical tool for businesses looking to enhance their flexibility, transparency, governance, compliance, and risk management. By updating their articles of incorporation, companies can adapt to changing circumstances, improve transparency and accountability, enhance governance, ensure compliance with laws and regulations, and mitigate risks. In today’s fast-paced business environment, these benefits are essential for companies looking to maintain their competitive edge and achieve sustainable, long-term success.

Conclusion

Amending the Nevada 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.

Leave a Comment