How to Amend Articles of Incorporation in Illinois (2024)

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Last updated: Sep 6, 2024 Sep 6, 2024

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Amend Illinois Articles of Incorporation

Amending the Articles of Incorporation in Illinois is required if you make any changes to your formed corporation. An amendment is a process through which you report the structural or any change in your corporation to the Illinois Secretary of State. To do so, you are required to follow a few simple steps. You need to get the amendment form, enter the details of the changes, and submit it to the appropriate address along with the amendment fee.

In this article, we have shared the process in detail. You will learn how to amend Illinois Articles of Incorporation in easy steps. It will be helpful for you if you read the article till the end.

What is the Illinois Articles of Incorporation?

The Illinois Articles of Incorporation is a legal document that you need to file with the Secretary of State while registering your corporation in Illinois. It is similar to the Articles of Organization you file while creating an LLC in Illinois. If you already own a corporation in Illinois, you must know what the Articles of Incorporation is. However, those who are not aware of this document can get all the required details from this page. The Articles of Incorporation is a set of papers that have all the information regarding your corporation and are filed with the Secretary of State. You must pay the filing fees to register your Articles of Incorporation.

This document has information related to your corporation. Details like the name of the corp, principal address, Illinois Registered Agent details, corporation structure, directors, shareholders, and signature of the incorporators should be mentioned in the document. An online or offline form mentioning these details should be filed with the SOS at the time of forming your corporation. You must pay the filing fee to the state online or by check.

Like forming an LLC, for the corporation, it takes some time to form your business in Illinois after filing the documents. You can expedite the filing process by paying additional money over the filing fees.

It is good to make changes in your Articles of Incorporation. When you change anything, specifcally the name, it brings good and bad effects to the company. Make sure the name change does not affect your revenue or status adversely.

– LLCBuddy Editorial Team

How to Amend the Illinois Articles of Incorporation

There are three main steps to file your amendment to the Illinois Articles of Incorporation. Before you proceed with the steps of filing the form, you must know what changes you can make in your corporation and what changes you cannot. Let’s start with the first step and some related information,

Step 1: Determine What Changes You Need in Illinois Corporation

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Updating your Articles of Incorporation periodically can be beneficial by making necessary changes. However, frequent alterations in structure or name may not be advisable. The first step involves determining which changes are needed and assessing their potential impact. Modifying aspects of your existing business can affect your revenue or client relationships, so it’s crucial to carefully consider whether the changes are truly necessary and what consequences they may bring.

An up-to-date Articles of Incorporation reflects the current status of a corporation in Illinois. The key elements of your updated Articles of Incorporation may include the advantages of being a Registered Agent, the company’s contact information, and the process for receiving legal notices, among other details.

Step 2: Review the Changes You Made in the Articles of Incorporation

The subsequent step involves reviewing the changes. The Illinois Secretary of State may request additional supporting documents based on the modifications made to your corporation. After finalizing the changes, you can proceed to draft the Illinois corporate amendment. Consult with the SOS to determine if any other documents need to be submitted. For instance, if you are changing the business name, you might be required to submit a name change/reservation form along with the Illinois Corporate Amendment form.

What Can Be Changed in Articles of Incorporation

It is not easy to change things in your business. Besides, there are some restrictions in changing things in your corporation in Illinois. There are things you can change, but there are things that you cannot change. I have mentioned a few points in this article that you can change above, such as the name, statement of purpose, and the number of shares issued. Now, there are things that you cannot change in the Articles of Incorporation.

What Can not Be Changed in Illinois Corporate Amendment?

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If you started a corporation in Illinois, you must initially have appointed a Registered Agent. You cannot change the initial registered agent in the Articles of Incorporation Corporate Amendment. You can change it using other methods and forms available in the Illinois SOS.

Another point is the initial mailing address of your corporation cannot be changed in the Illinois Corporate Amendment. In this case, you can change it through other methods requiring different forms.

The third point is the initial directors who formed the corporation in Illinois. The details of the initial directors cannot be changed in the Illinois Corporate Amendment. There is no other way to change the directors’ details.

Step 3: File the Illinois Corporate Amendment

Finally, file the Illinois Corporate Amendment with the Secretary of State by the methods (online or offline) available. You must go through the filing process mentioned on the SOS official website before you start the filing process. You must pay the state fees for filing the Illinois Corporate Amendment.

If you are in Illinois and have formed an LLC, you must file the Articles of Amendment in Illinois with the SOS if you make any changes to the limited liability company.

Why Amend Articles of Incorporation in Illinois?

There can be several reasons why you make changes to your corporation. A business runs based on diverse components. From economic conditions to internal structures (shareholders and directors), the corporation can change many times in its life based on external or internal reasons.

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Change of Illinois Corporation Name: The name of the corporation does not often change because it is the primary identity of any business. Sometimes, a spelling or the entire name requires to be changed for many reasons. In that case, the corporation has to file the amendment with the SOS mentioning the old and new names. They have to submit the business name change form with the amendment form.

Change of Statement of Purpose: This is a document where you explain the purpose of your corporation. The purpose says that you are involved in legal and lawful activities through your business. If you are having a nonprofit, you must have a community purpose. If you change that purpose, you must file the amendment. If you change the nature of the business or the purpose of the corporation overall, then you must file an amendment.

Change in Numbers of Stocks and Shares: Finally, if you change the number of shares or stock issues in your company, then you must amend it. It can be reduced or increased if you decide to remove or add a shareholder/partner to the corporation. In that case, it must be amended with the SOS.

Penalties for Not Filing the Amendment in Illinois

Now, one question arises when we talk about filing the amendment what happens if you don’t amend the Illinois Articles of Incorporation? The answer is simple. You might have to pay heavy penalties if you do not file it. Besides, you may lose existing clients as they may not be interested in continuing to work with your company.

They might cancel the existing contract; you might lose the bank loan or advance opportunities, or you may lose the business bank accounts for not complying with the amendment filing requirements. Hence, it is highly recommended to amend the Illinois Articles of Incorporation.

FAQs

How do I amend my Illinois Articles of Incorporation?

To amend your Illinois Articles of Incorporation, you need to file a Certificate of Amendment with the Illinois Secretary of State.

Can I change the name of my corporation in Illinois?

Yes, you can change the name of your corporation in Illinois by amending your Articles of Incorporation.

Do I have to pay a fee to file an amendment to my Illinois Articles of Incorporation? Yes, there is a fee required to file an amendment to your Illinois Articles of Incorporation. How long does it take to process an amendment to Illinois Articles of Incorporation?

Processing times can vary, but it typically takes about 5-10 business days for the Illinois Secretary of State to process an amendment.

What information can be amended in Illinois Articles of Incorporation?

You can typically amend information such as the business address, registered agent, and purpose of the corporation in your Illinois Articles of Incorporation.

Do I need to obtain any approvals before amending my Illinois Articles of Incorporation?

It depends on the specific changes you are making, but in general, you may need to obtain approval from your board of directors or shareholders before amending your Illinois Articles of Incorporation.

Can I change the number of authorized shares in my Illinois Articles of Incorporation?

Yes, you can change the number of authorized shares in your Illinois Articles of Incorporation by filing an amendment with the Illinois Secretary of State.

Can I amend my Illinois Articles of Incorporation to add new officers or directors?

No, you cannot add new officers or directors through an amendment to your Illinois Articles of Incorporation. You would need to do this through your bylaws.

What happens if I don’t amend my Illinois Articles of Incorporation when necessary?

Failure to amend your Illinois Articles of Incorporation when necessary can result in non-compliance and possible penalties.

Can I use the same form to amend multiple sections of my Illinois Articles of Incorporation?

No, you will need to file a separate Certificate of Amendment for each section of your Illinois Articles of Incorporation that you want to amend.

Can I cancel or revoke an amendment to my Illinois Articles of Incorporation?

No, once an amendment is filed with the Illinois Secretary of State, it cannot be cancelled or revoked.

Can I amend my Illinois Articles of Incorporation online?

Yes, you can file an amendment to your Illinois Articles of Incorporation online through the Illinois Secretary of State’s website.

Will I receive a new Certificate of Incorporation after amending my Illinois Articles of Incorporation?

No, you will not receive a new Certificate of Incorporation after amending your Illinois Articles of Incorporation. The Secretary of State will issue a Certificate of Amendment.

How do I obtain a certified copy of my amended Illinois Articles of Incorporation?

You can request a certified copy of your amended Illinois Articles of Incorporation from the Illinois Secretary of State for an additional fee.

Can I file an amendment to my Illinois Articles of Incorporation by mail?

Yes, you can file an amendment to your Illinois Articles of Incorporation by mail, but processing times may be longer.

Can I file an amendment to my Illinois Articles of Incorporation in person?

Yes, you can file an amendment to your Illinois Articles of Incorporation in person at the Illinois Secretary of State’s office in Springfield.

Can I change the corporate purpose in my Illinois Articles of Incorporation?

Yes, you can change the corporate purpose in your Illinois Articles of Incorporation through an amendment.

Can I change the duration of my corporation in my Illinois Articles of Incorporation?

Yes, you can change the duration of your corporation in your Illinois Articles of Incorporation through an amendment.

Can I change the registered agent in my Illinois Articles of Incorporation?

Yes, you can change the registered agent in your Illinois Articles of Incorporation through an amendment.

Do I have to notify the IRS of changes to my Illinois Articles of Incorporation?

While you do not have to notify the IRS directly of changes to your Illinois Articles of Incorporation, they may need to be updated on your federal tax filings.

Can I change the fiscal year end date in my Illinois Articles of Incorporation?

No, you cannot change the fiscal year end date in your Illinois Articles of Incorporation through an amendment.

Can I change the business address in my Illinois Articles of Incorporation?

Yes, you can change the business address in your Illinois Articles of Incorporation through an amendment.

Can I amend my Illinois Articles of Incorporation to change the number of directors required?

Yes, you can amend your Illinois Articles of Incorporation to change the number of directors required for your corporation.

Can I amend my Illinois Articles of Incorporation to change the method of electing directors or officers?

Yes, you can amend your Illinois Articles of Incorporation to change the method of electing directors or officers.

Can I amend my Illinois Articles of Incorporation to change the manner in which shares are voted?

Yes, you can amend your Illinois Articles of Incorporation to change the manner in which shares are voted.

Can I amend my Illinois Articles of Incorporation to change the restrictions on transferability of shares?

Yes, you can amend your Illinois Articles of Incorporation to change the restrictions on transferability of shares.

Can I amend my Illinois Articles of Incorporation to grant authority for mailing notices to shareholders?

Yes, you can amend your Illinois Articles of Incorporation to grant authority for mailing notices to shareholders.

Do I need to provide a reason for amending my Illinois Articles of Incorporation? No, you do not need to provide a reason for amending your Illinois Articles of Incorporation.

Can I amend my Illinois Articles of Incorporation to remove a restriction on the corporation’s purposes?

Yes, you can amend your Illinois Articles of Incorporation to remove a restriction on the corporation’s purposes.

Can I amend my Illinois Articles of Incorporation to change the name of the corporation from one not in use to another name not in use?

Yes, you can amend your Illinois Articles of Incorporation to change the name of the corporation from one not in use to another name not in use.

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In Conclusion

Amending the Illinois Articles of Incorporation may not involve numerous steps, but the process can be more complex than it appears. It’s crucial to carefully consider any changes to ensure they do not negatively impact your business or client relationships. Before proceeding with modifications and amendments, it is advisable to consult with an attorney or legal professional for guidance.

Due to the complicated structure, forming a corporation in Illinois might be difficult. However, after forming the corporation, managing it seems to be more difficult for many people. A frequent change may or may not occur. But, every time you make a change, you must file the amendment with Illinois SOS. It is also suggested that you do not make changes frequently as it may affect your brand in a reverse way.