Many entrepreneurs make changes to their companies. Whether it is for rebranding, for business growth, or other reasons, it is important for an owner to properly handle the changes and the necessary paperwork.
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When a Delaware company decides to make changes to the items that are listed on its formation documents, it has to inform the state. Doing this is known as an amendment and requires the filing of formal paperwork.
There are many reasons why a Delaware company has to file an amendment. Generally, if you make changes to your Articles of Incorporation/Organization that will affect the formal entity structure of your company, you will have to file an amendment with the state.
A. Changing The Company Name –
The state has to be aware of the name that your company uses in conducting its business. If you decide to operate using a new name, you have to submit an amendment to inform the state about your plans. You will also have to update all the records of your LLC with the state and government.
If you wish to do business under a new name, your corporation has to go through the legal process. File an amendment form with the state and change the name of your corporation on all government records.
B. Changing Members Of The Business –
Delaware does not require LLCs to provide information about their members and/or managers. You do not have to file an amendment if the changes that your company will make are related to this. Members or managers can be updated in the operating agreement of the company.
The same rule applies to corporations. Since you do not have to report the officers and directors of your company, you can change this information on the annual report that your corporation files online. The officers and director of a company can be changed during an official company meeting and should be kept with company records to reflect the change.
C. Changing Address Related To The Business – The state of Delaware does not keep information on the principal office and/or mailing addresses of companies. It offers privacy to LLCs and corporations operating within the state. There is no need for you to amend them even if you have to move your office location.
D. Changing Contact Information –
The Department of State has to know how to reach your LLC. You have to report any changes to the contact information of your company. The Certificate of Amendment comes with a Filing Cover Memo where you have to input the contact information.
Corporations also need to report changes to their contact information. This way, you can be sure that all legal queries reach your company. Complete the contact information section on the Filing Cover Memo that comes with the Certificate of Amendment.
E. Changing The Number Of Shares That A Corporation Is Authorized To Issue – Delaware does not authorize LLCs to issue stocks. So, they will not have to worry about this. As for corporations, if your company is authorized to issue stock, you will have to inform the state of any changes. You can do this by filing an amendment.
