Restated Articles of Incorporation Definition

The definition of Restated Articles of Incorporation is a business document that combines a corporation’s Articles of Incorporation with any amendments on file.

Articles of Incorporation vs. Restated Articles of Incorporation

Articles of Incorporation is the formation document necessary to form a corporation with the state. Without the Articles of Incorporation, the corporation doesn’t exist.

Restated Articles of Incorporation is a document that the corporation files with the state, essentially for organizational purposes. Because of the nature of the document, Restated Articles of Incorporation is a one-stop shop for all amendments to a company’s Articles of Incorporation. The state doesn’t require Restated Articles of Incorporation, meaning that filing is completely optional — unlike Articles of Incorporation. 

Amended Articles of Incorporation vs. Restated Articles of Incorporation

Generally, states allow corporations to file amendments to their Articles of Incorporation at any time. Articles of Amendment are the appropriate form to use when filing amendments. Once a corporation files the Articles of Amendment, and the state accepts the filing, the corporation now has Amended Articles of Incorporation. 

Contrast that with Restated Articles of Incorporation, which a corporation files after an amendment or two is on file with the state. The difference in language is minor, but the main difference between the two is the time of filing. Amended Articles of Incorporation will always precede the filing of Restated Articles of Incorporation. 

Benefits of Restated Articles of Incorporation

Although they aren’t required, there are Restated Articles of Incorporation advantages that you might want to consider. The document restates the company’s entire Articles of Incorporation, including any amendments, into one document for future reference. This helps corporations keep track of their amendments by combining them seamlessly with the original Articles of Incorporation. Now, the company has one cohesive formation document. 

Over the years, a business may have several changes, including changes to the following:

• Company’s address
• Purpose
• Registered agent
• Type of corporation
• Official company name

Keeping an official record of all of these changes in one document helps keep records filed with the state succinct and organized. 

Restated Articles of Incorporation benefit a company by superseding the company’s prior Articles of Incorporation when information is outdated. It makes the company’s most updated information easy to find, thereby ensuring that the company isn’t subject to liability for any misstated or outdated information.

Restated Articles of Incorporation Considerations

Depending on the laws of your state, the Restated Articles of Incorporation may need member approval if it includes an amendment that requires approval from members. This typically only applies to Amendments to Articles of Incorporation that are substantive. Your state may also charge a fee for filing your Restated Articles of Incorporation.

Summary

Restated Articles of Incorporation is a business document that consolidates amendments to a corporation’s Articles of Incorporation into one convenient place. Restated Articles of Incorporation aren’t required for a corporation to be active with the state, but they can help keep track of business changes.