Changing your company’s shares
When you form a corporation, you must list the number of authorized shares of the corporation’s stock and the par value of those shares in the Articles of Incorporation. In order to update this information, Articles of Amendment must be filed with the state of incorporation.
Why it’s important
The information included in your Articles of Incorporation or in your Certificate of Authority (if you’ve registered to transact business in other states) is the official information the state has on record for your corporation. When that information changes, it also needs to be updated with the state.
- Submitting Articles of Amendment tells the state that the appropriate company representatives have consented to the change. For example, consent by the incorporator or the corporation’s directors or shareholders may be required.
- Approval by the state certifies that your company met state legal requirements and that the information has officially been changed with the state.
Share Amendment FAQs
Have questions? We've compiled a list of frequently asked questions on amendments to company shares:
Why would I need to change the authorized shares of stock and/or par value?
Common reasons to change this information include seeking venture capital or additional investors.
What are the Articles of Amendment?
The Articles of Amendment, sometimes also called a Certificate of Amendment, is a document filed with your state of incorporation (or any states in which your company has foreign qualified to transact business), to enact a specific change to the information included in your company’s incorporation or qualification documents.
When do companies need to file an amendment?
You would file an amendment for your company if you need to change information included in your incorporation or foreign qualification (if you have registered your company to transact business in a state or states other than your state of incorporation) document. Because a corporation’s Articles of Incorporation include the number of authorized shares and par value of those shares, a share amendment must be filed with the state in order to change this information.
What type of amendments does BizFilings file?
BizFilings can file an amendment to change most any information included in your company’s incorporation or foreign qualification documents. We have one online order form for amending the name of your company (our Name Amendment Filing Service) and another order form for all other types of amendments. If you need to amend both the name of your company and other information, visit our Name Amendment Filing Service page. You can also place amendment orders by phone with our Incorporation Specialists.
Can you help me file an amendment even if I didn’t incorporate my company with BizFilings?
We will gladly prepare and file the necessary amendment documents for your business in any state.
What information do I need to have before I place my Share Amendment order?
When ordering our Share Amendment Filing Service, please have the following ready:
- State of incorporation
- Current company name (exactly as it appears on your incorporation documents)
-
Incorporation date
- Current business purpose
- Company contact information
- Director(s) name(s) & address(es)
- Officer(s) name(s) & address(es)
- Current authorized shares
- New authorized shares
Current par value
- New par value
- Current and new preferred shares (if applicable)
- Current and new preferred par value (if applicable)
If you would like a name amendment to a Certificate of Authority (foreign qualification document) to transact business in another state, you would also need to provide the state of qualification and the qualification date in the order comments field of our online order form.
Does the process for amending incorporation documents differ from amending foreign qualification documents?
The process is very similar, but the states often require more documentation when you are amending the foreign qualification document (which is called a Certificate of Authority). For example, the state of qualification may require a Certificate of Good Standing from the state of incorporation (showing that your company has fulfilled all its obligations in a timely manner in that state) and a Certified Copy of incorporation documents and/or foreign qualification documents. We can obtain these documents on your behalf (extra fees will apply) or you can obtain them and provide them to us.
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