How to Amend North Carolina Articles of Incorporation


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Amend North Carolina Articles of Incorporation

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

What is North Carolina Articles of Incorporation?

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

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 North Carolina 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 North Carolina Articles of Incorporation

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

If you started a corporation in North Carolina, 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 North Carolina SOS. 

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

Step 3: File the North Carolina Corporate Amendment

Finally, file the North Carolina 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 North Carolina Corporate Amendment. 

Penalties for Not Filing the Amendment in North Carolina

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

FAQs

How do I amend the Articles of Incorporation in North Carolina?
The Articles of Incorporation can be amended in North Carolina through filing a Certificate of Amendment with the North Carolina Secretary of State.
Is there a fee to amend North Carolina Articles of Incorporation?
Yes, there is a fee of $125 to amend North Carolina Articles of Incorporation.
What information is required to amend North Carolina Articles of Incorporation?
The Certificate of Amendment must include the name of the corporation, the date of the original Articles of Incorporation, the amendment being made, and the signature of an officer or other authorized representative of the corporation.
What is the process to amend North Carolina Articles of Incorporation?
The process to amend North Carolina Articles of Incorporation includes filing the Certificate of Amendment with the North Carolina Secretary of State, and paying the filing fee of $125.
How long does it take to amend North Carolina Articles of Incorporation?
It usually takes 7-10 business days to amend North Carolina Articles of Incorporation.
Can I make changes to the corporate name when amending North Carolina Articles of Incorporation?
Yes, you can make changes to the corporate name when amending North Carolina Articles of Incorporation.
Is there a time limit for amending North Carolina Articles of Incorporation?
No, there is no time limit for amending North Carolina Articles of Incorporation.
Can I make changes to the corporate purpose when amending North Carolina Articles of Incorporation?
Yes, you can make changes to the corporate purpose when amending North Carolina Articles of Incorporation.
Can I make changes to the address of the corporation when amending North Carolina Articles of Incorporation?
Yes, you can make changes to the address of the corporation when amending North Carolina Articles of Incorporation.
Can I make changes to the number of directors when amending North Carolina Articles of Incorporation?
Yes, you can make changes to the number of directors when amending North Carolina Articles of Incorporation.
Can I make changes to the corporate stock when amending North Carolina Articles of Incorporation?
Yes, you can make changes to the corporate stock when amending North Carolina Articles of Incorporation.
Can I make changes to the corporate officers when amending North Carolina Articles of Incorporation?
Yes, you can make changes to the corporate officers when amending North Carolina Articles of Incorporation.
Can I make changes to the duration of the corporation when amending North Carolina Articles of Incorporation?
Yes, you can make changes to the duration of the corporation when amending North Carolina Articles of Incorporation.
Can I make changes to the registered agent when amending North Carolina Articles of Incorporation?
Yes, you can make changes to the registered agent when amending North Carolina Articles of Incorporation.
Can I make changes to the corporate capital when amending North Carolina Articles of Incorporation?
Yes, you can make changes to the corporate capital when amending North Carolina Articles of Incorporation.
Can I make changes to the corporate bylaws when amending North Carolina Articles of Incorporation?
Yes, you can make changes to the corporate bylaws when amending North Carolina Articles of Incorporation.
Can I make changes to the corporate dissolution when amending North Carolina Articles of Incorporation?
Yes, you can make changes to the corporate dissolution when amending North Carolina Articles of Incorporation.
Can I make changes to the corporate ownership when amending North Carolina Articles of Incorporation?
Yes, you can make changes to the corporate ownership when amending North Carolina Articles of Incorporation.
How do I know if my North Carolina Articles of Incorporation have been amended?
Once the Certificate of Amendment is filed with the North Carolina Secretary of State, a new Certificate of Amendment will be issued which will serve as proof that the Articles of Incorporation have been amended.
What if I need to make changes to my North Carolina Articles of Incorporation after they have been amended?
You will need to file a new Certificate of Amendment with the North Carolina Secretary of State.
Who can sign the Certificate of Amendment when amending North Carolina Articles of Incorporation?
The Certificate of Amendment must be signed by an officer or other authorized representative of the corporation.
How can I obtain a copy of my amended North Carolina Articles of Incorporation?
You can obtain a copy of your amended North Carolina Articles of Incorporation by submitting a public records request to the North Carolina Secretary of State.
Does the Certificate of Amendment need to be notarized when amending North Carolina Articles of Incorporation?
No, the Certificate of Amendment does not need to be notarized when amending North Carolina Articles of Incorporation.
Do I need to file a copy of the amended North Carolina Articles of Incorporation with the county clerk?
No, you do not need to file a copy of the amended North Carolina Articles of Incorporation with the county clerk.
Is there a way to expedite the amendment process for North Carolina Articles of Incorporation?
No, there is not a way to expedite the amendment process for North Carolina Articles of Incorporation.
Can I make changes to the corporate structure when amending North Carolina Articles of Incorporation?
Yes, you can make changes to the corporate structure when amending North Carolina Articles of Incorporation.
Can I make changes to the corporate duties when amending North Carolina Articles of Incorporation?
Yes, you can make changes to the corporate duties when amending North Carolina Articles of Incorporation.
Can I make changes to the corporate shareholders when amending North Carolina Articles of Incorporation?
Yes, you can make changes to the corporate shareholders when amending North Carolina Articles of Incorporation.
Is there a form for filing a Certificate of Amendment for North Carolina Articles of Incorporation?
Yes, the form for filing a Certificate of Amendment for North Carolina Articles of Incorporation can be found on the North Carolina Secretary of State website.
How do I amend North Carolina Articles of Incorporation?
You can amend North Carolina Articles of Incorporation by filing a Certificate of Amendment with the North Carolina Secretary of State.
What information do I need to provide to amend North Carolina Articles of Incorporation?
You must provide the following information when amending North Carolina Articles of Incorporation
How much does it cost to amend North Carolina Articles of Incorporation?
The filing fee for amending North Carolina Articles of Incorporation is $30.
What happens after I amend North Carolina Articles of Incorporation?
After you amend North Carolina Articles of Incorporation, the amended articles become part of the public record and are available for public inspection.

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Conclusion

Amending the North Carolina 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.


About Author & Editorial Staff

Steve Goldstein, founder of LLCBuddy, is a specialist in corporate formations, dedicated to guiding entrepreneurs and small business owners through the LLC process. LLCBuddy provides a wealth of streamlined resources such as guides, articles, and FAQs, making LLC establishment seamless. The diligent editorial staff makes sure content is accurate, up-to-date information on topics like state-specific requirements, registered agents, and compliance. Steve's enthusiasm for entrepreneurship makes LLCBuddy an essential and trustworthy resource for launching and running an LLC.

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