If a company in Connecticut wants to make changes to its articles of incorporation, it must file an amendment with the Secretary of State. A certificate of incorporation outlines a company’s structure and operating procedures, including its purpose, registered office address, and the number of shares of stock the company can issue. Sometimes, companies need to amend these articles to reflect changes in the company, such as changing the company’s name or changing the number of shares it can issue. In this article, we will discuss the steps involved in amending a Connecticut certificate of incorporation.
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Step 1: Review the Certificate of Incorporation
Before the company can make any changes to its certificate of incorporation, it should review the current articles to determine what needs to be changed. The company should carefully consider the language used in the articles to be certain that the amendment conveys the intended effect. It is important to ensure that there is no confusion or ambiguity in the amendment language. It is also useful to hire a business attorney to review the language of the proposed amendment and provide guidance on any potential legal issues.
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Step 2: Hold a Directors’ Meeting or a Shareholder Vote
Once the amendment has been proposed and drafted, the board of directors or shareholders needs to approve the amendment by vote. If the board of directors approves the amendment, the corporation can file it with the Secretary of State. If the amendment is approved by the shareholders, it must be documented as an official amendment to the certificate of incorporation and require the secretary of state's validation in order to make the change legally binding.
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If you notice errors in your Articles of Incorporation, like a misspelled name or address, you can simply submit a remedial filing about it.
Step 3: Fill Out an Amendment Form
After the board of directors or shareholders’ vote, the company needs to file an amendment with the Secretary of State. A Certificate of Amendment is required for any changes made to the Certificate of Incorporation. You are required a certificate stating that the amendment passed by vote to include alongside the amendment form.
Companies should consult with their attorney or legal advisor to locate the correct form and to ensure that it is filled out correctly. The form must include the exact language of the proposed amendment. This should include any additions or deletions to the current certificate of incorporation. You can consult online resources and form databases to find and submit your amendment.
Step 4: Submit the Amendment Form
The completed and signed amendment form and copy of the Certificate of Amendment should be submitted with any required fee to the Secretary of State Physical Address, along with the original Articles of Incorporation. As of the time of writing this article, the amendment can now also be filed online through the C.O.N.C.O.R.D. Business Filing & Information Center.
Once the Secretary of State receives the amendment form, the Secretary of State will review the form to ensure that it is legally sufficient. If the amendment form is in compliance, the Secretary of State will issue a Certificate of Amendment acknowledging the amendment to the Articles of Incorporation. A corrected certificate of existence can be obtained that will include the Company’s new information.
Conclusion
Amending a Connecticut certificate of incorporation is a necessary process that businesses may need to complete throughout their lifecycle. Any change — big or small — can take a company from one stage to another. Companies should consult with an attorney to ensure that the amendment process is completed correctly the first time. Taking the time to amend a Connecticut Certificate if Incorporation can avoid possible future legal problems as it is the guiding mandatory document and bylaws all companies are required to follow according to Connecticut law.
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