How to Amend Ohio Articles of Incorporation


Steve Goldstein
Steve Goldstein
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Amend Ohio Articles of Incorporation

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

What is Ohio Articles of Incorporation?

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

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 Ohio 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 Ohio Articles of Incorporation

There are three main steps to file your amendment to the Ohio 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 Ohio 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 Ohio. The key elements of your updated Articles of Incorporation may include the advantages of being a Statutory 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 Ohio 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 Ohio 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 Ohio 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 Ohio. 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 Ohio Corporate Amendment?

If you started a corporation in Ohio, you must initially have appointed a Statutory 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 Ohio SOS.

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

Step 3: File the Ohio Corporate Amendment

Finally, file the Ohio 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 Ohio Corporate Amendment.

Penalties for Not Filing the Amendment in Ohio

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

FAQs

What is the process for amending Ohio Articles of Incorporation?
The process for amending Ohio Articles of Incorporation involves filing an amendment form with the Ohio Secretary of State’s office. The form must include the name of the corporation, the amendment being proposed, and the signatures of the corporation’s officers.
How do I obtain an amendment form for Ohio Articles of Incorporation?
The amendment form for Ohio Articles of Incorporation can be obtained from the Ohio Secretary of State’s website.
How much does it cost to amend Ohio Articles of Incorporation?
The fee to amend Ohio Articles of Incorporation is $100.
How long does it take to amend Ohio Articles of Incorporation?
It typically takes 3-5 business days to process an amendment to Ohio Articles of Incorporation.
What information do I need to amend Ohio Articles of Incorporation?
You will need the name of the corporation, the amendment being proposed, and the signatures of the corporation’s officers.
What types of amendments require approval from shareholders?
Amendments to Ohio Articles of Incorporation that involve a change in the number of directors, the power to issue shares of stocks, or an amendment to the articles of incorporation itself all require approval from shareholders.
What happens if an amendment to Ohio Articles of Incorporation is not approved?
If an amendment to Ohio Articles of Incorporation is not approved, it will not be filed with the Ohio Secretary of State’s office.
Can I make changes to the articles of incorporation without amending them?
No, changes to the articles of incorporation must be made through the amendment process.
What happens if I fail to file an amendment to Ohio Articles of Incorporation?
Failure to file an amendment to Ohio Articles of Incorporation may result in a fine or other legal action.
What are the penalties for failing to amend Ohio Articles of Incorporation?
Penalties for failing to amend Ohio Articles of Incorporation may include fines or other legal action.
Does Ohio require an amendment form to be notarized?
No, Ohio does not require an amendment form to be notarized.
Is there a deadline for filing an amendment to Ohio Articles of Incorporation?
No, there is no deadline for filing an amendment to Ohio Articles of Incorporation.
Is a copy of the amendment required to be filed with the Ohio Secretary of State?
Yes, a copy of the amendment must be filed with the Ohio Secretary of State.
Is there a fee for filing an amendment to Ohio Articles of Incorporation?
Yes, the fee for filing an amendment to Ohio Articles of Incorporation is $100.
Is the amendment form for Ohio Articles of Incorporation available online?
Yes, the amendment form for Ohio Articles of Incorporation is available online on the Ohio Secretary of State’s website.
Is an amendment to Ohio Articles of Incorporation public information?
Yes, an amendment to Ohio Articles of Incorporation is public information and is available online through the Ohio Secretary of State’s website.
How do I check the status of my amendment to Ohio Articles of Incorporation?
You can check the status of your amendment to Ohio Articles of Incorporation online through the Ohio Secretary of State’s website.
Can I file an amendment to Ohio Articles of Incorporation by mail?
Yes, you can file an amendment to Ohio Articles of Incorporation by mail.
Are there special requirements for amending Ohio Articles of Incorporation for non-profit corporations?
Yes, there are special requirements for amending Ohio Articles of Incorporation for non-profit corporations. These requirements can be found on the Ohio Secretary of State’s website.
What happens after I file an amendment to Ohio Articles of Incorporation?
After you file an amendment to Ohio Articles of Incorporation, it will be reviewed by the Ohio Secretary of State’s office and, if approved, will become effective.
Can I amend Ohio Articles of Incorporation online?
No, you cannot amend Ohio Articles of Incorporation online. You must file an amendment form with the Ohio Secretary of State’s office.
Is there a minimum or maximum amount of time for amending Ohio Articles of Incorporation?
No, there is no minimum or maximum amount of time for amending Ohio Articles of Incorporation.
Is there a deadline for voting on an amendment to Ohio Articles of Incorporation?
Yes, there is a deadline for voting on an amendment to Ohio Articles of Incorporation. The deadline is typically set by the corporation’s bylaws.
Are there additional requirements for amending Ohio Articles of Incorporation for professional corporations?
Yes, there are additional requirements for amending Ohio Articles of Incorporation for professional corporations. These requirements can be found on the Ohio Secretary of State’s website.
What type of information is required in an amendment to Ohio Articles of Incorporation?
An amendment to Ohio Articles of Incorporation must include the name of the corporation, the amendment being proposed, and the signatures of the corporation’s officers.
What is the purpose of amending Ohio Articles of Incorporation?
The purpose of amending Ohio Articles of Incorporation is to make changes to the corporation’s legal document that define its structure and purpose.
Can I make changes to the name of my corporation without amending the Ohio Articles of Incorporation?
No, changes to the name of the corporation must be made through the amendment process.
Is there a limit to the number of times an Ohio corporation can amend its Articles of Incorporation?
No, there is no limit to the number of times an Ohio corporation can amend its Articles of Incorporation.
Can I amend Ohio Articles of Incorporation without shareholder approval?
Yes, some changes to Ohio Articles of Incorporation do not require shareholder approval.
What fees are associated with amending Ohio Articles of Incorporation?
The fee for amending Ohio Articles of Incorporation is $125.
Are there any other documents that need to be filed when amending Ohio Articles of Incorporation?
Depending on the amendment, the company may need to file additional documents such as a certificate of existence or a certificate of good standing.
Does the company need to notify shareholders when amending Ohio Articles of Incorporation?
Yes, it is recommended that the company notifies its shareholders of the amendment to its Articles of Incorporation.
Are there any special rules for amending Ohio Articles of Incorporation?
Yes, companies must follow the rules and procedures outlined in the Ohio Revised Code when amending their Articles of Incorporation.

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Why Ohio Corp Amendment is So Important

One of the key reasons why the Ohio Corp Amendment is so important is that it allows businesses to modify their corporate structure or operating agreement as needed. This flexibility is crucial for companies to respond to changing market conditions, organizational needs, and regulatory requirements. By being able to update their corporate documents, businesses can ensure that they are operating in compliance with the law and are structured in a way that facilitates growth and innovation.

Moreover, the Ohio Corp Amendment enables businesses to make changes to their key corporate governance principles, such as the rights and duties of shareholders, directors, and officers. This allows companies to adapt to new economic realities, industry trends, or business strategies without having to go through the complex and time-consuming process of amending their original articles of incorporation.

Furthermore, the Ohio Corp Amendment provides businesses with the opportunity to reflect the evolving needs and priorities of stakeholders, including shareholders, employees, customers, and regulatory authorities. By updating their corporate documents, companies can demonstrate their commitment to transparency, accountability, and best practices in corporate governance.

In addition, the Ohio Corp Amendment empowers businesses to be more proactive and strategic in addressing potential challenges or seizing new opportunities. By having the ability to modify their corporate structure or operating agreement, companies can position themselves for sustainable growth, increased profitability, and long-term success in a highly competitive market.

Overall, the Ohio Corp Amendment is an indispensable tool for businesses looking to stay relevant, competitive, and resilient in an increasingly complex and dynamic business environment. By allowing companies to adapt, innovate, and evolve as needed, this legislation promotes corporate flexibility, agility, and accountability, which are essential ingredients for long-term success in today’s fast-paced and ever-changing marketplace. Businesses that seize the opportunity to leverage the Ohio Corp Amendment will be better positioned to navigate challenges, capitalize on opportunities, and achieve their strategic objectives in a sustainable and responsible manner.

Conclusion

Amending the Ohio 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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