Certain changes to a corporation require that the State of California be notified of those changes. The San Luis Obispo corporate law attorneys at Toews Law Group, Inc. can help you file the necessary amendments when they are needed. While not every change to how a corporation does business requires that the state be notified, it is good practice to review the articles of incorporation periodically.
Amendments to the original Articles of Incorporation are filed with the California Secretary of State. There are forms and may be fees associated with the type of amendment. For example, converting from a California Limited Liability Corporation (LLC) to a California General Stock Corporation (GS) requires a different form that converting from a GS to an LLC. Submitting the wrong form can result in delays and in some cases,
Some changes can be handled online, others need forms to be filled out and submitted through the mail.
The changes that usually require that an amendment be filed with the state include:
- A mistake in Articles of Incorporation: Mistakes happen but it’s important to correct mistakes in the Articles of Incorporation as soon as possible. Some mistakes, if noticed by a state or federal department, might cause problems that can threaten the legal status of the corporation or the tax status.
- Address change: The address on the Articles of Incorporation is the physical address of the corporate headquarters. When the headquarters move to a new address the state needs to be notified.
- The purpose of the corporation changes: Changing the purpose of a corporation can be complicated. Depending on the change, especially for nonprofits, religious or educational corporations, it is sometimes less complicated to form a new corporation and dissolve the first, or to explore ways for the original corporation to fulfill the new direction and remain intact. The San Luis Obispo corporate law attorneys
- The official corporate name changes: Sometimes the Board of Directors decides that a new name can give a corporation a stronger business presence. Or, the corporation has been using a different name for whatever legal reasons. It is generally a good decision to change the name in the Articles of Incorporation.
- The registered agent changes or the agent’s address changes: In California the registered agent is a third party appointed by a corporation to accept legal notices and official correspondence. When the registered agent changes, or moves to a new address, the state must be notified.
- A change in the type of corporation, such as converting from a California Limited Liability Corporation to a California Stock Corporation.
- There is a change in stock information.
Other changes to a corporation that don’t necessarily change the articles of incorporation, but still require the state be notified include:
- The corporation sold
- Changes in the Board of Directors
- Dissolving a corporation
- Certain changes to the bylaws
Corporate law is a body of law that applies to people or companies that are engaged in business, and covers all of the legal issues that a corporation could face.
The expertise of the attorneys at Toews Law Group, Inc. helps you wade through the many local, state and federal requirements and regulations. No matter what issue in business or corporate law you are going through, we feel confident we can help you understand and address it.
Call today for answers to your questions and for assistance with any corporate legal issue.