How to Amend Articles of Incorporation in Florida

Amending the Articles of Incorporation in Florida is an essential process for businesses that need to update their corporate structure, name, or other vital information. Here’s a detailed guide on how to successfully navigate through the amendment process.

1. Understand the Need for Amendment

Before starting, determine why your Articles of Incorporation need to be amended. Common reasons include changing the company name, adjusting the number of authorized shares, or altering the purpose of the corporation. Recognizing your motivations will make the amendment process smoother.

2. Review Florida Statutes

Familiarize yourself with the Florida Business Corporation Act, particularly Section 607.1006, which outlines the process for amending Articles of Incorporation. Understanding these legal requirements is crucial for compliance.

3. Prepare the Amendment Document

Draft the amendment document, ensuring it clearly states the changes being made. The amendment must include:

• The name of the corporation.
• The text of the amendment.
• A statement indicating whether the amendment was adopted by the board of directors or shareholders.

4. Obtain Necessary Approvals

Depending on your corporation’s structure, you may need approval from shareholders or the board of directors. A meeting should be convened, and a vote should be taken. Record the minutes of the meeting as these may be necessary for filing.

5. File the Amendment with the Florida Division of Corporations

Once you have finalized the amendment, you must file it with the Florida Division of Corporations. Complete the appropriate form and submit it along with the required filing fee. The standard filing fee for an amendment in Florida is around $35. Ensure that you have all the necessary documentation to avoid delays.

6. Wait for Confirmation

After filing, you’ll receive confirmation from the Florida Division of Corporations. Keep this confirmation on file as proof of the amendment. The processing time can vary, so check the Florida Division of Corporations for any updates on your filing status.

7. Update Internal and External Records

Once your amendment is confirmed, update your internal documents, such as bylaws and corporate records. Inform stakeholders, business partners, and other relevant entities about the changes, ensuring that everyone is aligned with the new information.

8. Consider Legal Advice

While many businesses handle the amendment process independently, consulting with a corporate attorney can provide added assurance. They can offer insights into the implications of the changes and help ensure compliance with all legal requirements.

By following these steps, you can effectively amend the Articles of Incorporation in Florida. This process keeps your business compliant and operationally efficient while allowing you to respond to changes in your corporate structure or needs.