How to Amend Articles of Incorporation in Virginia (2025)


Steve Bennett
Steve Bennett
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Amend Virginia Articles of Incorporation

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

What is the Virginia Articles of Incorporation?

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

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

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If you started a corporation in Virginia, 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 Virginia SOS. 

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

Step 3: File the Virginia Corporate Amendment

Finally, file the Virginia 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 Virginia Corporate Amendment. 

If you are in Virginia and have formed an LLC, you must file the Articles of Amendment in Virginia with the SOS if you make any changes to the limited liability company.

Why Amend Articles of Incorporation in Virginia?

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 Virginia 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 Virginia

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

FAQs

How do I amend the Virginia Articles of Incorporation?
You can amend the Virginia Articles of Incorporation by filing a document with the State Corporation Commission.
What information do I need to provide when amending the Virginia Articles of Incorporation?
You will need to provide the current articles of incorporation, the amendment you wish to make, and any necessary fees.
Do I need to notify the State of Virginia when I amend my articles of incorporation?
Yes, you must file the amended articles with the State Corporation Commission for it to take effect.
Can I make multiple amendments to the Virginia Articles of Incorporation at once?
Yes, you can make multiple amendments on the same form as long as they are clearly stated.
How much does it cost to file an amendment to the Virginia Articles of Incorporation?
The filing fee for amending the Virginia Articles of Incorporation varies, so it is best to check with the State Corporation Commission for the current fee.
How long does it take for the State of Virginia to process an amendment to the Articles of Incorporation?
The processing time can vary, but typically it takes a few weeks for the State Corporation Commission to approve the amended articles.
Can I change the name of my corporation when amending the Virginia Articles of Incorporation?
Yes, you can change the name of your corporation when amending the Virginia Articles of Incorporation.
Do I need to have a registered agent in Virginia to file an amendment to the Articles of Incorporation?
Yes, you must have a registered agent in Virginia to file any documents with the State Corporation Commission.
What happens if I do not amend my Virginia Articles of Incorporation?
Failing to amend your Virginia Articles of Incorporation as needed can result in penalties or the loss of good standing status with the State Corporation Commission.
If my corporation operates in multiple states, do I need to amend the Virginia Articles of Incorporation for each one?
Yes, you must amend the Virginia Articles of Incorporation if you wish to make changes specific to your operations in Virginia.
How do I proceed with amending my Virginia Articles of Incorporation?
To amend your Virginia Articles of Incorporation, you need to file Articles of Amendment with the Virginia State Corporation Commission.
What information do I need to include in the Articles of Amendment?
You need to include the name of your corporation, the amendment you are making, and any other information required by the Virginia State Corporation Commission.
Are there any fees associated with amending Virginia Articles of Incorporation?
Yes, there is a filing fee that you will need to pay when submitting the Articles of Amendment.
Can I amend my Virginia Articles of Incorporation online?
Yes, you can file your Articles of Amendment online through the Virginia State Corporation Commission’s website.
How long does it take for the Virginia State Corporation Commission to process an amendment?
The processing time can vary, but typically, it takes a few weeks for the amendment to be processed.
Can I make multiple amendments to my Virginia Articles of Incorporation in one filing?
Yes, you can make multiple amendments in one filing as long as they are properly documented.
What is the deadline for filing an amendment to the Virginia Articles of Incorporation?
There is no specific deadline for filing an amendment, but it is recommended to do so as soon as possible after the change has been made.
Can I amend the purpose of my Virginia corporation?
Yes, you can amend the purpose of your corporation in the Articles of Amendment.
Do I need to notify my registered agent when amending Virginia Articles of Incorporation?
It is recommended to notify your registered agent of any changes to your Articles of Incorporation.
Can I change the name of my Virginia corporation through an amendment?
Yes, you can change the name of your corporation by including the new name in the Articles of Amendment.
What happens if I fail to amend my Virginia Articles of Incorporation after making a change?
Failure to amend the Articles of Incorporation could lead to legal complications and affect the validity of your corporation.
Can I amend my Virginia Articles of Incorporation to add or remove directors?
Yes, you can amend the Articles of Incorporation to add or remove directors.
Can I amend the registered office address of my Virginia corporation?
Yes, you can amend the registered office address by filing an Articles of Amendment with the Virginia State Corporation Commission.
Can I amend the initial authorized shares of my Virginia corporation?
Yes, you can amend the initial authorized shares by including the new information in the Articles of Amendment.
Can I amend the bylaws of my Virginia corporation through an amendment?
No, amendments to the bylaws of a corporation must be adopted by the board of directors, not through the Articles of Amendment.
Can I amend the dissolution provisions of my Virginia corporation?
Yes, you can amend the dissolution provisions by including the changes in the Articles of Amendment.
Can I amend the duration of my Virginia corporation?
Yes, you can amend the duration of your corporation by filing an Articles of Amendment with the Virginia State Corporation Commission.
Can I amend the distribution of assets upon dissolution of my Virginia corporation?
Yes, you can amend the distribution of assets by including the changes in the Articles of Amendment.
Can I amend the name and address of the incorporator in my Virginia corporation?
Yes, you can amend the name and address of the incorporator by filing an Articles of Amendment with the Virginia State Corporation Commission.
Can I amend the principal office address of my Virginia corporation?
Yes, you can amend the principal office address by including the new address in the Articles of Amendment.

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In Conclusion

Amending the Virginia 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 Virginia 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 Virginia 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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