Understanding the essential reasons for amending your Articles of Organization or Articles of Incorporation in Ohio is crucial for maintaining business compliance and adaptability.
When you form your Ohio limited liability company (LLC) or corporation, you may or may not realize how much work it takes to keep your business state compliant. A very important compliance requirement crops up if you make changes to certain information contained in your LLC or corporation’s founding document. Then, you’ll need to file an amendment to your Articles of Organization or your Articles of Incorporation.
If this sounds complicated, don’t worry. We’re here to help you navigate the Ohio LLC or corporation amendment process. Learn more about Ohio business amendments in our guide below, and see how our products and services can help you stay state compliant.
If you need to make changes to an Ohio LLC, we’ll show you how in this section. But if you need to make changes to an Ohio corporation, keep scrolling to the section titled “Amending an Ohio Corporation Articles of Incorporation.”
In Ohio, all LLCs must file the Articles of Organization with the state to make the business legal and allow it to receive certain benefits. In the Articles of Organization, you must include information about your Ohio LLC, including:
Other information, such as the effective date, period of existence, and LLC purpose, can be included but aren’t required.
Generally speaking, if you need to make any changes to the information that you originally included in your LLC’s Articles of Organization, then you’ll need to file an amendment.
In Ohio, LLCs that need to make an amendment will need to file the LLC Certificate of Amendment. This form allows you to make a variety of changes, including:
Before you actually start filing your paperwork, it’s helpful to gather this information so you can check that you have all the right spelling and wording. Additionally, the form asks for your LLC’s registration number and original formation date, so you’ll need to double-check that you have that information, as well.
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 Ohio, 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. Any changes in your statutory agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business. However, changing your statutory agent requires different paperwork, the Statutory Agent Update form.
Failure to comply with Ohio law and amend your Ohio Articles of Organization can result in consequences for your business. One potentially serious penalty includes the inability to obtain a Certificate of Good Standing.
Also referred to as a Certificate of Existence or Certificate of Status in other jurisdictions, a Certificate of Good Standing is an important document that verifies the legal status of a business. Specifically, an Ohio Certificate of Good Standing confirms that a business has complied with its legal obligations and is able to conduct business within the state.
Often, a business must provide a current and valid Certificate of Good Standing to partake in important business activities such as:
The inability to take these types of actions can ultimately impact your business and its ability to secure funding. So, don’t fall out of compliance and risk slowing the potential growth of your business.
Now you can submit your paperwork. To get started, you’ll need to download the “Certificate of Amendment or Restatement” form from the Secretary of State’s website, complete it, and then drop it off, mail it, or fax it to the state office. You can also file online via the Ohio Business Central website. In any case, you’ll need to fill in the form using the information you gathered in Step 2.
At the time of this writing, this filing costs $50 to submit. Once the form is processed, your amendment will go into effect.
Have questions about how to form an LLC? We’re here to help. Our Ohio LLC formation service can help you get started in minutes, and we can even provide you with an Ohio statutory agent to fulfill that state requirement.
Need to make changes to a corporation? We’ll show you how in this section.
In Ohio, the document that creates a corporation is called the Articles of Incorporation; until this form is filed, your corporation won’t exist. This form asks for a lot of information about your business, including:
If you need to make changes to any of this information, then you’ll need to file a Certificate of Amendment.
Before you jump into the filing process, it’s helpful to narrow down exactly what changes you’ll be making and gather the data you need to make those changes. On the Certificate of Amendment, you can make changes to most articles you included in your original formation documents. For example, you could change your name, the number of shares your corporation can issue, or one of the provisions you added. However, you can’t change your statutory agent; that instead requires the Statutory Agent Update form.
In addition to gathering all the information you’re going to change, you’ll need to provide information about how the amendment was approved, so make sure you track down that information, too.
Now, it’s time to file the paperwork. To get started, you’ll need to download the “Certificate of Amendment” form for a for-profit, domestic corporation. You’ll fill part of it out with basic information like your contact information and the way your amendment was approved. Then, you’ll need to draft attachments for the changes you’re making. Once completed and signed, you can file this form by mail or by dropping it off in person to the Secretary of State’s office. You can also file online via the Ohio Business Central website.
At the time of this writing, this form costs $50 to submit. If you’re amending the number of shares, the fee may be higher; see the Ohio Secretary of State website for more information. Once it’s processed, your amendment will go into effect.
Ohio also permits LLCs to file what’s called a Certificate of Restatement. Rather than amending specific articles, as is the case with a Certificate of Amendment, a Certificate of Restatement replaces the original Articles of Organization in its entirety. While a Certificate of Amendment must be filed within 30 days of the occurrence of a change, a Certificate of Restatement may be filed at any time.
Your LLC can file a Certificate of Restatement using the same form as for a Certificate of Amendment. Filing fees and methods are the same, as well.
For LLCs, Ohio also provides the option of filing a Certificate of Correction to correct a previous filing that contained incorrect or inaccurate information or to correct a filing that was signed defectively. The Certificate of Correction should:
Importantly, the Certificate of Correction does not change the effective date of the filing you are correcting.
If you need to update your statutory agent information, you must file a Statutory Agent Update form instead of an amendment. This form is simpler than an amendment and, at the time of this writing, cheaper: $25.
Keeping the state up to date on changes to your business is crucial. However, that doesn’t mean it’s easy. With everything you have on your plate as a business owner, it’s easy to let amendments and compliance issues fall behind.
Fortunately, we’re here to help. With our amendment service and Worry-Free Compliance service, which includes up to two yearly amendments, we can help you stay on track and state compliant. That way, you can get back to running and growing your business.
FAQ
Ohio doesn’t require business entities to have an attorney to file a Certificate of Amendment.
With the exception of statutory agent changes, any additions, deletions, or alterations to the information in an LLC’s original Articles of Organization or a corporation’s Articles of Incorporation may be reported in a Certificate of Amendment form. Examples might include changes to information like the name, duration, or purpose of the business.
Ohio doesn’t require business entities to file annual reports, unlike many other states. However, Ohio does require businesses to inform the state after making changes to the information contained in their Articles of Organization or Articles of Incorporation.
With regular service, the Secretary of State can typically process Certificates of Amendment in approximately three to seven business days. With an extra fee for expedited service, the Secretary of State can process the Certificate of Amendment within two business days after it’s received. For higher fees, you can have the paperwork filed within one business day or four hours.
The Ohio Secretary of State will issue an approval certificate to the person you name on the filing form cover letter.
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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