How to Amend Articles of Incorporation in Washington (2024)

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

What is the Washington Articles of Incorporation?

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

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

If you started a corporation in Washington, 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 Washington SOS.

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

Step 3: File the Washington Corporate Amendment

Finally, file the Washington 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 Washington Corporate Amendment.

Online Filing: Amendment of Incorporation Online
Offline Filing: Amendment of Incorporation PDF Form
Amendment Fees: $30 processing fee + additional $50 for expedited filing

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

Why Amend Articles of Incorporation in Washington?

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 Washington 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 Washington

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

FAQs

How do I amend my Washington Articles of Incorporation?

To amend your Washington Articles of Incorporation, you must file an Amended Certificate of Incorporation with the Washington Secretary of State.

What information needs to be included in the Amended Certificate of Incorporation in Washington?

The Amended Certificate of Incorporation in Washington must include the corporation’s name, the original date of incorporation, and the specific changes being made.

Is there a fee to file an amendment to the Washington Articles of Incorporation?

Yes, there is a fee to file an amendment to the Washington Articles of Incorporation. The fee varies depending on the type of changes being made.

Can I amend my Washington Articles of Incorporation online?

Yes, you can file an amendment to your Washington Articles of Incorporation online through the Washington Secretary of State’s website.

How long does it take for the Washington Secretary of State to process an amendment to the Articles of Incorporation?

The processing time for an amendment to the Washington Articles of Incorporation can vary, but it typically takes around 3-5 business days.

Can I change the corporation’s name when amending the Washington Articles of Incorporation?

Yes, you can change the corporation’s name when amending the Washington Articles of Incorporation. You will need to include the new name in the Amended Certificate of Incorporation.

What is a Articles of Incorporation in Washington?

The Articles of Incorporation in Washington is a legal document filed with the Washington Secretary of State that establishes the existence of a corporation.

Do I need to notify any other agencies or parties when amending the Washington Articles of Incorporation?

You may need to notify other agencies or parties when amending the Washington Articles of Incorporation, such as the IRS or any relevant creditors.

Are there any restrictions on what changes can be made when amending the Washington Articles of Incorporation?

There are certain restrictions on what changes can be made when amending the Washington Articles of Incorporation. For example, you cannot amend the Articles of Incorporation to violate state law.

Can I remove a director or officer from the corporation when amending the Washington Articles of Incorporation?

No, you cannot remove a director or officer from the corporation when amending the Washington Articles of Incorporation. Changes to the officers or directors must be made through standard corporate governance procedures.

Do I need shareholder approval to amend the Washington Articles of Incorporation?

In most cases, you will need shareholder approval to amend the Washington Articles of Incorporation. The specific requirements for approval may vary depending on the corporation’s bylaws.

What is the deadline for filing an amendment to the Washington Articles of Incorporation?

There is no specific deadline for filing an amendment to the Washington Articles of Incorporation, but it is recommended to do so promptly after any changes are made.

Can I draft my own amendment to the Washington Articles of Incorporation, or do I need a lawyer?

You can draft your own amendment to the Washington Articles of Incorporation, but it is recommended to seek legal advice to ensure the changes comply with Washington state law.

What happens if my amendment to the Washington Articles of Incorporation is rejected?

If your amendment to the Washington Articles of Incorporation is rejected, the Washington Secretary of State will provide reasons for rejection, and you may have the opportunity to make corrections and resubmit.

Can I amend the purpose of the corporation when amending the Washington Articles of Incorporation?

Yes, you can amend the purpose of the corporation when amending the Washington Articles of Incorporation. You will need to include the revised purpose in the Amended Certificate of Incorporation.

Can I add a new business address when amending the Washington Articles of Incorporation?

Yes, you can add a new business address when amending the Washington Articles of Incorporation. You will need to include the new address in the Amended Certificate of Incorporation.

Are there any specific requirements for formatting the Amended Certificate of Incorporation in Washington?

Yes, the Amended Certificate of Incorporation in Washington must be in a specific format as outlined by the Washington Secretary of State. It must include certain information and be signed by an authorized officer of the corporation.

Do I need to provide a reason for amending the Washington Articles of Incorporation?

You are not required to provide a reason for amending the Washington Articles of Incorporation. You only need to specify the changes being made in the Amended Certificate of Incorporation.

Can I revert to the original Articles of Incorporation after making an amendment in Washington?

No, once you have filed an amendment to the Articles of Incorporation in Washington, you cannot revert to the original version. The amendment becomes the new official document.

Can I make multiple changes in a single amendment to the Washington Articles of Incorporation?

Yes, you can make multiple changes in a single amendment to the Washington Articles of Incorporation. Just be sure to clearly specify all the changes in the Amended Certificate of Incorporation.

Do I need to notify the Washington Secretary of State after amending the Articles of Incorporation?

No, once you have filed the Amended Certificate of Incorporation with the Washington Secretary of State, there is no further notification required. The amended document will be on record.

Can I amend the number of authorized shares in the Washington Articles of Incorporation?

Yes, you can amend the number of authorized shares in the Washington Articles of Incorporation. You will need to specify the new number of authorized shares in the Amended Certificate of Incorporation.

Can I add a new class of stock when amending the Washington Articles of Incorporation?

Yes, you can add a new class of stock when amending the Washington Articles of Incorporation. You will need to include the details of the new stock class in the Amended Certificate of Incorporation.

Are there any specific guidelines for making amendments to the Washington Articles of Incorporation during a merger or acquisition?

Yes, there may be special requirements and procedures for making amendments to the Washington Articles of Incorporation during a merger or acquisition. It is recommended to consult with legal counsel in such cases.

Can I amend the bylaws of the corporation through the same process as amending the Washington Articles of Incorporation?

No, amendments to the bylaws of the corporation are separate from amendments to the Articles of Incorporation in Washington. Bylaw amendments typically require approval by the board of directors or shareholders.

Can I change the registered agent of the corporation when amending the Washington Articles of Incorporation?

Yes, you can change the registered agent of the corporation when amending the Washington Articles of Incorporation. You will need to include the new registered agent’s information in the Amended Certificate of Incorporation.

Can I amend the fiscal year end of the corporation when amending the Washington Articles of Incorporation?

Yes, you can amend the fiscal year end of the corporation when amending the Washington Articles of Incorporation. You will need to specify the new fiscal year end in the Amended Certificate of Incorporation.

Can I amend the duration of the corporation when amending the Washington Articles of Incorporation?

Yes, you can amend the duration of the corporation when amending the Washington Articles of Incorporation. You will need to specify the new duration in the Amended Certificate of Incorporation.

Are there any special considerations for nonprofit corporations when amending the Washington Articles of Incorporation?

Yes, nonprofit corporations may have additional requirements or restrictions when amending the Washington Articles of Incorporation. It is recommended to consult with legal counsel familiar with nonprofit law.

How do I amend Washington Articles of Incorporation?

You can amend Washington Articles of Incorporation by filing an Amendment form with the Washington Secretary of State.

In Conclusion

Amending the Washington 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 Washington 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 Washington SOS. It is also suggested that you do not make changes frequently as it may affect your brand in a reverse way.