File Amendment Corporate Name Change
Businesses like LLCs or corporations often start out in one direction with a particular brand image, structure and goal, only to later decide that they need to change things up a bit. But when some of the facts related to a company change, the company information has to be officially amended.
If you’re thinking about changing your company name, this will require filing Articles of Amendment in the state where your corporation or LLC was originally established. At the same time, you can use this as an opportunity to change your registered agent and your address, or you can even swap out members, managers or officers. If you want to make major changes in your company structure or makeup, these Articles of Amendment are a good way to do it.
Articles of Amendment
A corporate name change definitely requires a bit of paperwork. An Article of Amendment is an official legal document that your business files with the state in which your business was originally formed and register. Whenever a business entity is interested in changing its name, an Article of Amendment corporate name change has to be written according to the state legal requirements and then filed.
It’s important to note that if your corporation or LLC conducts business in other states as well – operating in those states with Foreign Entity status – you will not be able to begin using your new name immediately. You must wait until you have filed Articles of Amendment in all of those states in which your company does business.
Details of Changing Your Company Name
The legal act of altering your LLC or corporate name is – specifically – an Entity Name Amendment. Any company is required to conduct business using the legally designated name that was filed with their registering state. Moreover, they cannot simply change this name and begin conducting business under a new name without first getting the approval of their home state to use the new name they have chosen.
As noted above, companies change their name by amending their Articles of Incorporation by using an Article of Amendment. Normally, such a decision to amend the company name, changing it to something else, it’s something that can be done by the corporate Board of Directors. However, in some cases a company’s Articles of Incorporation dictate that any future name changes must be presented to the shareholders for adoption or rejection – although in the case of LLC’s, it would be the managers or members who would make this decision.
Availability of the Name
A key point to consider when thinking about changing a company’s name to something new is that the new name may already be taken by someone else. This means you must 1st check the records of the state to see if the replacement company name you are considering is actually still available. If you attempt to change your name to something that’s already taken, state will most likely reject the name amendment.
If the New Name Isn’t Available?
It’s a good idea to assume that your first choice may well be taken by someone else. After all, if it was the first thing you thought of, you can expect it to be the first thing someone else thought of as well. This is why you might want to select a few runner-up names as alternatives that you can use instead. In fact, having these alternatives preapproved by your board, shareholders or members can save you time.
Alternative to Name Amendment
In a situation where you would like to conduct your business using a different name without necessarily going through the entire process of amending that name state, you have the option of filing a Trade Name. With a Trade Name, you will be “Doing Business As” with this other name it whatever state or locale you intend to use the name. For many companies, this is sufficient – and a good deal simpler and quicker.
Notifying the State and the IRS
It’s important to remember that just because you have filed your article of amendment with your state to change your company name, this doesn’t mean that other state and federal agencies immediately recognize that name for the purposes of interacting with you. You will need to make them aware of this change as well. The consequences of not doing so can be serious.
Once the article of amendment has been filed changing the name of the business, you will also need to let the IRS know about this so they can change the name on your EIN (federal tax ID) number. The same will have to be done with any other local, state or federal license associated with the previous name of the company. This should be done systematically to ensure that every detail has been addressed.
Save time and let a professional handle the paperwork
Save time and let a professional handle the paperwork
Other Articles of Incorporation Amendments
As pointed out above, in addition to changing your company name using Articles of Amendment, you can also amend any or all of the articles comprising the original Articles of Incorporation (or organization). Following will look at some of the options you have when it comes to making these kinds of additional changes.
Officers and Owners
While it will depend on the specific kind of company and entity you formed when you initially established your business, in many cases you can amend things like the addresses of the owners, officers or the members of the LLC. You can also swap out who owns and runs the company using such amendments – although this kind of change in the management or ownership of your business is a far more involved and complex process that requires more than just filing amending articles state.
If the location where your business is actually headquartered has changed, you are legally required to update your current business address (or mailing address) by filing an amendment to the relevant articles with your state. Failing to do this makes you seem not entirely legitimate.
All corporations and LLCs have to maintain and update the file on their registered agents. This means that if you make the decision that you need to change your registered agent, it will be necessary for you to file an amendment to your company information that reflects that change.
Switching from Member Managed to Manager Managed
When you’re changing your corporate or LLC name, another option you have when it comes to amendments is to switch your business from one that is member managed to one that is manager managed. Although that sounds like a tautology, it simply means that the members who own the company would hand over the management of the company to an employed professional.
Changing the Number of Authorized Shares and/or Par Value of Shares
One change you can make by amending your founding documents changing the number of shares that are authorized to exist. This could mean splitting the stocks to allow more people to have more shares. This is often done when the company’s stock has significantly increased in value and is anticipated to continue to do so in the future. Another change you could make is the par value of shares – which is the stated value of a share of stock in the corporate charter.
To Be a Close Corporation
A close (or closed) Corporation is one in which the company in question has only a few shareholders – often people who are family members or others closely associated with this company. By choosing to structure – or in this case restructure through amendment – the business to a close Corporation, the owners get the benefit of significant liability protections without drastically altering the way in which their business operates.
There are any number of reasons why a company, be it an LLC or a corporation, might want to change their name. If the business has recently faced a number of scandals or recalls that have damaged its brand image, a name change might be an effective way to get a clean slate in the public eye and start again.
But while you are amending your company’s founding document to change your official name at the state level, keep in mind that there are other associated changes you need to make at other levels of government – particularly at the federal government level with the IRS. Of course, this is also a chance to make other changes to your Articles of Incorporation or Organization if you so choose.