How to Amend Articles of Incorporation in North Dakota (2024)


Steve Bennett
Steve Bennett
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Amend North Dakota Articles of Incorporation

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

What is the North Dakota Articles of Incorporation?

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

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

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

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

Step 3: File the North Dakota Corporate Amendment

Finally, file the North Dakota 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 Dakota Corporate Amendment. 

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

Why Amend Articles of Incorporation in North Dakota?

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 North Dakota 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 North Dakota

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

FAQs

How can I amend North Dakota Articles of Incorporation?
To amend North Dakota Articles of Incorporation, you must file the proper form with the North Dakota Secretary of State.
What form do I need to file to amend North Dakota Articles of Incorporation?
To amend North Dakota Articles of Incorporation, you need to file the Articles of Amendment form.
Is there a fee to amend North Dakota Articles of Incorporation?
Yes, there is a fee to amend North Dakota Articles of Incorporation. The fee varies depending on the type of amendment.
Can I change the name of my corporation in the amendment?
Yes, you can change the name of your corporation in the amendment to North Dakota Articles of Incorporation.
Do I need to provide a reason for amending North Dakota Articles of Incorporation?
No, you do not need to provide a reason for amending North Dakota Articles of Incorporation.
How long does it take to process an amendment to North Dakota Articles of Incorporation?
The processing time for an amendment to North Dakota Articles of Incorporation varies, but it typically takes around 5-10 business days.
Can I amend North Dakota Articles of Incorporation online?
Yes, you can file an amendment to North Dakota Articles of Incorporation online through the North Dakota Secretary of State’s website.
Can I include new provisions in the articles of amendment?
Yes, you can include new provisions in the articles of amendment to North Dakota Articles of Incorporation.
What information do I need to include in the articles of amendment?
In the articles of amendment, you need to include the name of the corporation, the date of the original articles, and the specific amendment being made.
Can I amend North Dakota Articles of Incorporation to change the registered agent?
Yes, you can amend North Dakota Articles of Incorporation to change the registered agent.
How do I notify the IRS of the amendment to North Dakota Articles of Incorporation?
After amending North Dakota Articles of Incorporation, you can notify the IRS by filing an updated Form 1120.
Can I amend North Dakota Articles of Incorporation to add or remove directors?
Yes, you can amend North Dakota Articles of Incorporation to add or remove directors.
Do I need to notify existing shareholders of the amendment?
Yes, you need to notify existing shareholders of the amendment to North Dakota Articles of Incorporation.
Can I apply for expedited processing of the amendment?
Yes, you can apply for expedited processing of the amendment to North Dakota Articles of Incorporation for an additional fee.
Do I need to provide a new registered office address in the amendment?
If you are changing the registered office address, you need to provide the new address in the amendment to North Dakota Articles of Incorporation.
Can I amend North Dakota Articles of Incorporation to change the business purpose of the corporation?
Yes, you can amend North Dakota Articles of Incorporation to change the business purpose of the corporation.
How do I ensure the amendment is legally valid in North Dakota?
To ensure the amendment is legally valid in North Dakota, it must comply with state laws and be filed with the Secretary of State.
Can I amend North Dakota Articles of Incorporation to change the bylaws of the corporation?
Yes, you can amend North Dakota Articles of Incorporation to change the bylaws of the corporation.
What is the deadline for filing an amendment to North Dakota Articles of Incorporation?
There is no specific deadline for filing an amendment to North Dakota Articles of Incorporation, but it should be done promptly after the decision to amend is made.
Can I include a statement of purpose in the articles of amendment?
Yes, you can include a statement of purpose in the articles of amendment to North Dakota Articles of Incorporation.
Can I amend North Dakota Articles of Incorporation to change the fiscal year end of the corporation?
Yes, you can amend North Dakota Articles of Incorporation to change the fiscal year end of the corporation.
Can I amend North Dakota Articles of Incorporation to increase the number of authorized shares?
Yes, you can amend North Dakota Articles of Incorporation to increase the number of authorized shares.
Can I amend North Dakota Articles of Incorporation to add a new share class?
Yes, you can amend North Dakota Articles of Incorporation to add a new share class.
Do I need to provide a copy of the old articles when filing the amendment?
No, you do not need to provide a copy of the old articles when filing the amendment to North Dakota Articles of Incorporation.
Can I file the amendment by mail?
Yes, you can file the amendment to North Dakota Articles of Incorporation by mail, but it will take longer to process than filing online.
Can I void or cancel an amendment after it has been filed?
No, you cannot void or cancel an amendment to North Dakota Articles of Incorporation after it has been filed with the Secretary of State.
Can I file multiple amendments at once for efficiency?
Yes, you can file multiple amendments at once to North Dakota Articles of Incorporation for efficiency’s sake.
Can I amend North Dakota Articles of Incorporation to change the par value of shares?
Yes, you can amend North Dakota Articles of Incorporation to change the par value of shares.
Can I file the amendment as a corporation, LLC, or other entity type?
You can only file an amendment to the Articles of Incorporation for a corporation in North Dakota.
How do I amend North Dakota Articles of Incorporation?
To amend North Dakota Articles of Incorporation, file Articles of Amendment with the North Dakota Secretary of State.

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In Conclusion

Amending the North Dakota 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 North Dakota 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 North Dakota 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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