If your business is structured as a corporation or LLC, you’re probably aware that there are certain steps you need to take to keep your business compliant with the state, such as sending in an annual report and paying any fees. Keeping your paperwork and recorded information up to date is another key element to staying compliant.
For example, if you changed your business address, authorized more shares or had a board member or director leave, then you’ll need to notify the state of these changes.
This may seem like trivial paperwork, but it’s actually quite important. You’ve got to make sure that your corporation or LLC remains in good standing because if your business happens to be sued, the plaintiff may attempt to show that you have not maintained your LLC/Corporation to the letter of the law. And if successful, your corporate veil is pierced and the plaintiff can seek recovery against your personal assets.
What Changes Need to be Recorded?
As a general rule of thumb, whenever you’re changing any of the information included on your original formation paperwork, you’ll most likely need to notify the state. Here are the most common changes:
- Changes to the company name.
- Changes to the registered agent information.
- Changes to the registered office information.
- Company business address.
- Director or member information.
- Number of authorized shares.
- Business activities of the company.
How Do I Record These Changes?
In most states, the paperwork required to record any changes is called Articles of Amendment (or sometimes Certificates of Amendment). This form takes just a few minutes to complete and is an essential part of keeping your business compliant.
You can either file the form directly with your state’s Secretary of State office or have an online legal document filing service take care of the paperwork for you.
When Do I Need to Submit My Amendment Paperwork?
States actually don’t provide a specific deadline for you to turn in your Articles of Amendment (i.e. you must file within X weeks of making the change). However even without a looming deadline, you’ll still want to submit any changes as soon as possible, so the state has all your current information on file.
If the state information doesn’t match what you’re actually doing business under, it can hinder you from certain business transactions. For example, you may not be able to renew your business license, open a bank account or create a merchant service account.
In addition, as mentioned above, you may be putting your liability protection at risk by not keeping your state files current. For this reason, it’s always best to keep the state informed of any and all changes as soon as possible.
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