As a corporation operating in Indiana, there may come a time where you need to make changes to your Articles of Incorporation. This can include changes to the company name, the purpose of the corporation, and the registered agent. It is important to know how to properly amend these articles to maintain compliance with Indiana state laws.
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What are Articles of Incorporation?
Before delving into the steps to amend your Articles of Incorporation, it is important to understand what they are. Articles of Incorporation, also known as Certificates of Incorporation or Corporate Charters, are legal documents that establish a corporation. They outline the business's name, purpose, registered agent, governing structure, and other important details necessary for starting a corporation in Indiana.
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When to Amend Articles of Incorporation
There are various reasons why a corporation may need to amend their Articles of Incorporation. This includes:
- A change in the business name or purpose
- A change in the registered agent or main office address
- A change in the number of authorized shares
Regardless of the reason for amendment, it is important to follow Indiana state laws and procedures for making changes to articles of incorporation.
Steps to Amend Articles of Incorporation
To amend your Articles of Incorporation in Indiana, follow these steps:
Step 1: Review the Existing Articles of Incorporation
Review your articles of incorporation to fully understand what changes are needed and ensure compliance with state laws. Make note of which sections in the article of incorporation require amendments and create a clear description of how you want the document to read after the amendments are made.
Step 2: Draft Amended Articles
A legal professional, a representative of your business, or a board member authorized to perform legal duties can assist in preparing the amended articles of incorporation. Together, ensure that the amendments you are making stay within Indiana state law and follow legal requirements.
Step 3: Present the Amended Articles to the Directors
Once the amended articles are drafted, they must be presented to the corporation's board of directors. The directors will need to approve of the changes and then authorize a vote from the corporation's shareholders.
Step 4: Hold a Shareholders Meeting
The amended articles of incorporation will need to be voted on by the shareholders in a special shareholder meeting. During the meeting, the shareholders will review the explanations of why the amendments were made, the proposed changes, and hold a vote. A majority vote from shareholders is required for the amendments to pass and proceed.
Step 5: File the Amended Articles of Incorporation
Assuming that the amendments were approved, a final copy of the amended articles of incorporation must be filed with the Indiana Secretary of State. Filing can be completed using the Indiana Secretary of State website or contacting their office for required paperwork and filing fees. Updating the corporation's registered agent is also usually required simultaneous to filing new articles.
Step 6: Ensure Compliance
Be aware of any applicable fees or future filing with state agencies for the amended article requirements. Compliance with the rest of Indiana's corporations law pertaining to articles of incorporation is recommended or risk fines and legal sanctions.
Conclusion
Amending your Articles of Incorporation in Indiana doesn't have to be a challenging task. By reviewing the existing documents, drafting amended articles, receiving shareholder approval, and filing with the Secretary of State, the process for an Indiana corporation becomes relatively simple. Following Indiana state law specifications is important to maintain full compliance, featuring required documentation concerning written consents and published articles on record location. Get help from legal and accounting professionals for specific compliance refresher courses for corporate secretaries dealing with amended articles because amendments would affect corporate records composing up to a wealth of sensitive sensitive information. Ultimately your will afford varying degrees of hassle as owners or legal personnel of the corporation maneuver decisions complicated by Indiana incorporation governance.
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