Discover why amending your Nevada Articles of Organization or Articles of Incorporation is vital for compliance and adaptability. Explore our guide below for expert insights.
Starting a business is exciting, but if you have your own business in Nevada, you know how important state compliance is to keep it growing. If your Nevada limited liability company (LLC) or corporation has changed since you started doing business, you need to update the state about those changes. When certain public information about your Nevada business changes, you’ll need to file an amendment to your Articles of Organization or Articles of Incorporation. If this seems confusing, don’t worry. Read on to learn about filing an amendment to your formation documents in Nevada and how we can help.
If you need to make changes to a Nevada LLC, we’ll show you how in this section. If you need to make changes to a corporation, please keep scrolling to the section titled “Amending a Nevada Corporation Articles of Incorporation.”
In Nevada, the Articles of Organization is the form that officially creates your business; your LLC doesn’t formally exist until this paperwork is processed. This form asks for a lot of information about your business, including:
You can also add provisions to this form if needed. Nevada also requires you to accompany this filing with a list of your officers and your business license application.
Generally speaking, if you need to change any of the information you listed on your original Articles of Incorporation, then you’ll need to file amendment paperwork with the state.
Nevada offers the Certificate of Amendment to LLCs that need to update their business information. This form lets you make a variety of changes, including how your business is managed, the company name or purpose, and more. You can even add language for IRS tax purposes if needed.
Before you start the filing process, it’s helpful to gather the information you’re going to be amending so you have it on hand and accessible. For example, if you’re going to be changing your business name, you’ll want to verify your old name and double-check that you have the right spelling and designator ready for the new name. If you’ll be adding certain tax language to your forms, you’ll want to chat with your tax attorney to ensure you’ve got the wording right.
Having this information prepared in advance can help streamline your filing process in Step 3.
Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Nevada, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information.
Nevada won’t immediately impose a fine if your Articles aren’t completely current, but there are some potential issues you can encounter. Most notably, if your Articles of Organization aren’t current, your LLC can’t get a Nevada Certificate of Good Standing. A Certificate of Good Standing is a document issued by the state saying your business has paid all required fees and filed all required paperwork. It confirms that your business is a valid Nevada business.
Inability to get a Certificate of Good Standing limits your Nevada business’s financial future. Some issues you’ll encounter if you can’t get a Certificate of Good Standing include:
We can help your Nevada LLC stay compliant with our Worry-Free Compliance service. We can help you with two yearly amendments as well as help you stay up to speed on your compliance obligations.
By now, you should be ready to file your amendment paperwork. Nevada allows you to file this form online through Nevada SilverFlume, or you can file a paper form by downloading the Certificate of Amendment packet from the Secretary of State’s website. Either way, you’ll need to fill in the form with the information you gathered in Step 2.
At the time of this writing, this form costs $175 to submit. Once this form is processed, your amendment will go into effect.
Important note: If you’re changing your registered agent, you can’t do that with an amendment. You’ll need to file a different form. See the section below titled “Certificate of Amendment vs. Statement of Change.”
Need to make changes to a Nevada corporation? We’ll show you how in this section.
The Articles of Incorporation is the form that you’ll use to create your corporation; until you file this paperwork, your corporation won’t technically exist. This form asks for a variety of information about your business, including the:
Generally speaking, if you need to make changes to any of this information, then you’ll need to file amendment paperwork with the state.
Nevada offers corporations their own version of the Certificate of Amendment. You can use this form to make a variety of changes, including your business name, the company’s purpose, the number of shares issued, and more.
Before you jump into the paperwork, it’s helpful to gather the information you need for the changes you’ll be making. For example, if you’re changing your company name, you’ll want to check that you confirm what your old name was and get the right spelling and designator for it. If you’re going to be updating your shares, you’ll need to verify what the old quantity was and what the new number will be.
Nevada also requests information about the vote that approved the amendment, so make sure you track down that information before filing.
Nevada corporations may file their amendment online through SilverFlume or by downloading the Certificate of Amendment form from the Nevada Secretary of State’s website. If you go the paper route, please make sure you get the right version of the form intended for corporations. Either way, you’ll need to fill in the form with the information you gathered in Step 2.
At the time of this writing, the fee for this form varies depending on the value of your authorized shares, starting at $75 for corporations with $75,000 or less in authorized shares. The fee will be higher if you’re significantly increasing the number of shares. This number will mirror the initial fee structure when you filed your original Articles of Incorporation. The maximum fee for an increase in stock is $35,000.
If you made a mistake within your Articles of Organization or your Articles of Incorporation, you don’t have to file the full Certificate of Amendment. Instead, you can use the Certificate of Correction form to correct the erroneous information. Please keep in mind that this form can only be used to correct mistakes; it can’t be used to make substantive changes. That’s what the Certificate of Amendment is for.
If you need to change your registered agent’s information, you can’t do it with an amendment. You’ll need to use the Registered Agent Acceptance/Statement of Change form to update that information. This form is cheaper than a full amendment ($60 at the time of this writing).
It’s important that you report any changes in your registered agent since they’re responsible for receiving service of process and other important communications on behalf of your business.
We help form registered businesses all over Nevada. We can also help you stay compliant with your Worry-Free Compliance service. By helping you with two yearly amendments, we help take your mind off of paperwork and put it back on your business. Our wide array of services can help you start your business in Nevada and remain compliant for years to come.
FAQ
No, you’re not required by law to use an attorney to make a Nevada LLC or corporation amendment. However, each business needs to make a decision regarding its needs and desires. In some cases, you may want an attorney’s advice.
With an Articles of Amendment form, you can change most of the information in the original Articles of Organization or Articles of Incorporation. You can’t change your registered agent/office, though.
These are two different types of forms. The Nevada annual report is filed yearly, but Certificates of Amendment need only be filed when you make changes to your company.
Nevada gives the filer the choice of whether they want normal processing (about two weeks); 24-hour processing (for a higher fee); two-hour processing (an even higher fee); or one-hour processing (the highest fee).
On the customer order instructions, you can choose to have the confirmation emailed, mailed, faxed, or picked up in person.
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
Written by Team ZenBusiness
ZenBusiness has helped people start, run, and grow over 700,000 dream companies. The editorial team at ZenBusiness has over 20 years of collective small business publishing experience and is composed of business formation experts who are dedicated to empowering and educating entrepreneurs about owning a company.
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