When Should An LLC Or Corporation File An Amendment?

Many new business owners quickly come to realize that when registering as an LLC or corporation, there can be a significant amount of paperwork involved. In addition to the forms required to complete the initial filings, business owners may come across amendment forms when browsing through their respective Secretary of State’s website. Often, amendment forms can confuse new business owners. Below, business owners will find information concerning when an LLC or corporation should file an amendment.

In most states, one of the most significant requirements for LLCs is that they keep all information regarding their officers, directors, and members on file with the Secretary of State’s office. Not only does this include the names of these individuals, but it also likely includes their contact information and address.

Whenever there’s a change regarding this information, LLCs are required to report it to the Secretary of State’s office. This could be something as minuscule as a member changing their address, to something as significant as an LLC changed their Chief Financial Officer. Regardless, it’s crucial that businesses report this information if they wish to remain compliant with their respective state.

In addition to submitting an amendment when there’s a change to the members of the business, LLC and corporations must also file amendments if there is a change in the business’ operating address. This could include the address where the business is located or the Registered Office on file with the Secretary of State’s office.

It should be relatively straightforward to understand why businesses would need to file an amendment in a timely fashion if there were a change to their operating address. If the address on file with the state is inaccurate, there’s a good chance that businesses could miss out on critical documents, mailings, and filings. If business entities miss this information, there’s a good chance that they’ll miss crucial deadlines. The company could be subjected to significant penalties, or could even be dissolved.

This requirement is not relevant to LLC owners, as they do not issue stock. However, corporations can do so. If a corporation intends to change the amount of stock that they are authorized to sell. It’s imperative that they file an amendment with their respective state’s Secretary of State department promptly.

Corporations should plan to file an amendment any time there is a change to their stock plan. This not only includes how many shares they have issued but also if they intended any stock splits and buybacks as well. It could cause a huge problem if a corporation makes efforts to alter their shares, only to find themselves in hot water with the state in which they’re registered because they did not file the proper amendment.

If a company is making a change to its registered agent, they may need to file an amendment with the Secretary of State. Although some states allow businesses to make changes to their registered agent when filing their annual report, most states still offer the option for companies to submit an amendment to make changes to their registered agent.

This is because it’s important that a state has the most current registered agent information on file. The registered agent is the person charged with accepting critical legal documents on behalf of the company. They are also the individual or third-party company tasked with accepting all notices of lawsuits. Thus, it’s crucial that the state has the most current information on file.

If a company makes a change to its registered agent well before they file their next annual report, they will need to submit an amendment with their respective state. In addition to providing the name of their new registered agent, business owners will also have to give the address and contact information for the agent.

Most important is the fact that amendment requirements may vary from state to state. It’s crucial that business owners check with their respective Secretary of State website to ensure they file the appropriate paperwork. For example, some states permit businesses to make changes to their registered agent when filing their annual report, meaning they would not necessarily have to file an amendment.

On the other hand, some other states do not permit businesses to make changes to their registered agent when filing an annual report. These companies are required to submit a Change of Agent amendment to update the information they have on file with the Secretary of State’s office. The conclusion to take from all of this is that some states may require amendments more often than others.
It’s also worth noting that businesses must file paperwork in every state in which they’re registered as an LLC or corporation. For example, a company may have initially established themselves as an LLC in Maryland but have branched out and filed as a foreign LLC in Delaware.

Not only is the company required to file paperwork in Maryland, but they are also expected to file paperwork in Delaware as well. The reporting requirements likely vary from state to state. For example, if a Maryland LLC or corporation were changing their registered agent, they are required to file an amendment with the state’s Department of Assessments and Taxation. When registering in Delaware, on the other hand, they can make the change when they submit their annual report. Businesses must be diligent about complying with state regulations.

One option that business owners have is to hire a trusted registered agent company in their state, such as our team at DoMyLLC. We offer much more than reliable registered agent services. For example, DoMyLLC can help ensure that business owners stay compliant by handling corporate formalities on behalf of the business, allowing businesses to grow in accordance with state and federal laws.