Amend Business Formation Document (Articles of Incorporation or Organization)

General Information

Occasionally, a business will undergo certain changes that necessitate changing its formation document (usually its Articles of Incorporation or Articles of Organization). Such changes are sufficiently important that the Kentucky business entity laws require an amendment to be filed, which makes the changes publicly available through the Secretary of State’s office.

Amended Articles identify an individual provision or provisions that are specifically modified, with all other information remaining intact. Occasionally such modifications are required by law, while others are desired by the business but not affirmatively required.

Restated Articles are an entirely new set of Articles that include all information required to be included in the business formation document. Restated Articles are preferred when a business has undergone several series of amendments, or when changes in the business or applicable law make the existing Articles insufficient. The restatement allows the business entity to consolidate all past amendments into a single document and supersedes all previously filed Articles and amendments to them. See KRS 275.035(2).

Purpose/Necessity

According to KRS 275.030, an LLC is required to amend its Articles of Organization if:

  1. If it changes its name
  2. If it changes its management structure (e.g., goes from member-managed to manager-managed or vice versa)
  3. If it has previously specified a set dissolution date and then changes this dissolution date
  4. If it has been rendering professional services but will no longer do so
  5. If it has been operating as a nonprofit but will no longer do so

 

According to KRS 362.2-202, a Limited Partnership/LLLP is required to amend its Certificate of Limited Partnership if:

  1. If it admits a new general partner
  2. If a general partner disassociates
  3. If a person is appointed to wind up the partnership’s activities
  4. If any information listed in the existing Certificate has become false

 

According to KRS 271B.10-020, a Corporation may amend its Articles of Incorporation without Shareholder action if:

  1. If it has previously specified a set dissolution date and then changes this dissolution date
  2. If it wishes to remove its initial directors
  3. If it changes or increases its outstanding shares
  4. If it changes its name

 

In addition, all businesses must file an amendment if any of the following are changed:

  • Registered Agent
  • Registered Agent Address
  • Principal Office Address

 

Finally, all businesses may file any amendment to their business formation document that it desires so long as the amendment conforms to the relevant business entity laws and the business’ own internal rules and regulations. See KRS 275.030(1), KRS 271B.10-010(1), KRS 362.2-202(4), and KRS 273.261.

Frequently Asked Questions

  • What procedures must a corporation comply with to adopt such an amendment?
    • For-Profit Corporation – for most amendments requiring shareholder approval, the board of directors must adopt a resolution setting forth the proposed amendment and direct that it be submitted to a vote at a meeting of the shareholders, written notice of the proposed amendment must be sent to all shareholders, and a majority of the shareholders must approve the amendment. KRS 271B.10-030.Non-Profit Corporation – if the non-profit has members, the board of directors must adopt a resolution setting forth the proposed amendment, written notice of the proposed amendment must be sent to the members, and 2/3 of the members must meet or vote by proxy to adopt the amendment. If the non-profit does not have members, the board of directors must meet and a majority of the directors must adopt the amendment. KRS 273.263. Alternatively, the amendment may be adopted through the use of signed, written consents. KRS 273.377.
  • Does the amendment/restatement have to be recorded?
    • According to state law, the recording process is mandatory. KRS 14A.2-040(1). To stay in compliance with the law, the business should make the appropriate recording soon after the amendment/restatement is accepted by the Secretary of State’s office.
  • How do I change my business’ registered agent, registered agent address, or principal office address?
    • A specific filing must be made with the Secretary of State’s office. Our firm offers this service. Please see our page on Change of Business Registered Agent, Registered Office, or Principal Office.One benefit to making such changes is that they do not require unanimous consent/approval of the business owners before they may be filed. See KRS 275.030(3).
  • What are Articles of Correction?
    • Articles of Correction are used to change information that is inaccurate as stated in the relevant business formation document. They are distinguished from Articles of Amendment, which alter information that was previously correct but which has since been changed.If you are interested in having our firm submit Articles of Correction on your behalf, please complete our online form for an amendment and indicate that you are seeking to file Articles of Correction instead.
  • How may a professional business convert to a regular, for-profit business?
    • A professional business – usually either a Professional Service Corporation (PSC) or a Professional LLC (PLLC) – may continue its existence but may stop rendering professional services. If this occurs, it must amend its Articles of Incorporation or Articles of Organization to delete provisions concerning such professional services and alter its name to remove the professional designation. KRS 274.015(3) and KRS 275.030(7).
  • How may a for-profit corporation convert to a non-profit corporation?
    • A for-profit corporation may amend its Articles of Incorporation to convert into a non-profit corporation. KRS 271B.10-010(3). Its amended Articles must conform to the provisions of the Kentucky Nonprofit Corporation Acts.

Legal Services Offered and Cost

Filing and Recording of Amended or Restated Articles
Legal fees: $200 flat fee
Filing fees and other costs: $51 total

This includes:

  1. Review of business documentation and relevant business statutes to determine how amendment may be adopted
  2. Draft meeting minutes and resolution to adopt proposed amendment, if required
  3. Draft required form of notice for all mandatory meetings
  4. Completion of business’ Articles of Amendment or Restated Articles of Incorporation/Organization
  5. Submission of Articles of Amendment or Restated Articles and filing fee with the Kentucky Secretary of State
  6. Submission of Articles with the appropriate County Clerk’s office
  7. All postage and mailing charges
  8. Email confirmation of acceptance of amendment by Secretary of State and County Clerk with PDF

If you are ready to get started, please CLICK HERE to enter basic information using our secure online form.

 

Filing and Recording of Amended or Restated Articles of Incorporation – Non-profit Corporation
Legal fees: $250 flat fee
Filing fees and other costs: $19 total

  • $8 by Secretary of State. KRS 273.368
  • $11 by County Clerk. KRS 64.012(2). Note: each County Clerk’s office adds an additional $1 to the statutory minimum fee.

This includes:

  1. Review of business documentation and relevant business statutes to determine how amendment may be adopted
  2. Draft meeting minutes and resolution to adopt proposed amendment, if required
  3. Draft required form of notice for all mandatory meetings
  4. Draft signed written consents for members or directors, if requested
  5. Completion of business’ Articles of Amendment or Restated Articles of Incorporation
  6. Submission of Articles of Amendment or Restated Articles and filing fee with the Kentucky Secretary of State
  7. Submission of Articles with the appropriate County Clerk’s office
  8. All postage and mailing charges
  9. Email confirmation of acceptance of amendment by Secretary of State and County Clerk with PDF

If you are ready to get started, please CLICK HERE to enter basic information using our secure online form.

 

Filing and Recording of Amended and Restated Articles
Legal fees: $300 flat fee
Filing fees and other costs: $91 total

This includes:

  1. Review of business documentation and relevant business statutes to determine how amendment may be adopted
  2. Draft meeting minutes and resolution to adopt proposed amendment, if required
  3. Draft required form of notice for all mandatory meetings
  4. Completion of business’ Amended and Restated Articles of Incorporation/Organization
  5. Submission of Amended and Restated Articles and filing fee with the Kentucky Secretary of State
  6. Submission of Articles with the appropriate County Clerk’s office
  7. All postage and mailing charges
  8. Email confirmation of acceptance of amendment by Secretary of State and County Clerk with PDF

If you are ready to get started, please CLICK HERE to enter basic information using our secure online form.

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