How to Amend a Connecticut Certificate of Organization

To change, update, or add to the organizing document for your limited liability company (LLC), you may need to file a Connecticut Certificate of Amendment. Connecticut uses different terminology than most other states, referring to Articles of Organization as a Certificate of Organization and Articles of Amendment as a Certificate of Amendment. So what is an amendment, and why would you need to submit one? Let’s take a closer look at the process and learn how we can help.

What is a Connecticut Certificate of Organization?

To create an LLC, you must file a Certificate of Organization with the Secretary of State of Connecticut. This important formation document contains basic information about the LLC, such as the business name, principal office address, appointment of registered agent, and the contact information for at least one manager or member of the LLC.  

Need to form a business first? We can help you create your own LLC with our Connecticut LLC formation service. From finding the perfect business name to applying for an employer identification number (EIN), we can guide you through the process. We even offer a Connecticut registered agent service to connect you with a registered agent who meets the state’s criteria.

Step 1: Determine if you need to change your Connecticut Certificate of Organization

You may need to amend your Connecticut Certificate of Organization if certain changes occur within your LLC or if you want to add additional information. You must notify the Secretary of State of any updates to the LLC’s Certificate of Organization by filing a Certificate of Amendment. 

There are three main reasons why you need to update your Connecticut Certificate of Organization when things change. First, your formation documents must be up to date for compliance and auditing purposes. Second, the correct registered agent must be on file in the event the LLC is going to be served legal papers. Third, the contents of the LLC’s Certificate of Organization are public information once the state accepts the document. In the event a person or entity needs to contact the LLC, you want the information to be accurate and up to date.

If you don’t meet the state’s filing requirements, which includes amending your LLC’s Certificate of Organization if necessary, the state won’t issue you a Connecticut Certificate of Legal Existence (also referred to in other states as a Certificate of Good Standing). This certificate is necessary when working with banks and other financial institutions to secure a loan or open a bank account. Sometimes vendors won’t enter into an agreement with a company unless it can show it’s in good standing with the state. Additionally, you will likely need one if you want to start operating your business in another state. Thus, inability to get a Certificate of Legal Existence from the Secretary of State’s office can significantly stunt your LLC’s growth.

Step 2: Identify what to change in your Connecticut Certificate of Organization

A Certificate of Amendment is necessary if you’re changing your LLC’s name or amending any parts of the originally filed Certificate of Organization. The Secretary of State of Connecticut, Business Services Division, is responsible for handling all Connecticut LLC amendments. 

Step 3: Gather information for filing your Connecticut amendment

A properly filed Certificate of Amendment includes the following information:

• Filing person or entity’s information
• Name of LLC
• Statement of amendment
• Full text of each amendment
• Signature of authorized person

Step 4: File your Connecticut LLC amendment

You want to be as specific as possible about what amendments you’re making. Since the filing fees for a Certificate of Amendment are subject to change, check the Secretary of State’s website for the most accurate information. You can file the certificate online, by mail, or in person. 

There are separate forms to make the following changes:

• Change of manager/member
• Change of agent’s name by registered agent
• Change of registered agent’s address

We can make state filings much easier with our Worry-Free Compliance service. Not only does this service include two yearly Connecticut LLC amendments, but we help you stay in good standing with the state by handling your annual reporting requirements and sending alerts about important compliance and filing events.

If you just need us to file your Certificate of Amendment, we offer an amendment filing service too.

Connecticut Amendment vs. Restatement of the Certificate of Organization

On the Certificate of Amendment form, you have the option to either amend or restate the Certificate of Organization. By amending, you’re changing, adding to, or subtracting from the Certificate of Organization, and the original and amended parts are read together. A restatement replaces the entire original text of the certificate and incorporates the amendments within. 

If you only need to make small adjustments to the Certificate of Organization, such as changing the business name, then an amendment may be the best option. However, if more substantial changes are necessary, you might consider restating the certificate entirely. A business law attorney can help you decide what is best for your LLC.

In Connecticut, the Certificate of Amendment form is also used to restate the Certificate of Organization. You simply check the box that indicates whether you’re amending, amending the name only, amending and restating, or just restating. The fees, methods, and filing information are the same. 

Remember, with our Worry-Free Compliance service, we can handle filing your Connecticut LLC amendment. 

Connecticut Certificate of Amendment vs. Statement of Correction 

If the information on your Certificate of Organization is inaccurate, Connecticut law requires that you file a Statement of Correction. By doing this, you’re not amending anything, but rather correcting the record if:

• The filing was inaccurate
• The Certificate of Organization was defectively signed
• The electronic transmission of the Certificate of Organization to the Secretary of State was defective 

Connecticut’s Business Services Division doesn’t provide a form for filing a Statement of Correction, but the statement must:

• Identify the record to be corrected
• Specify the inaccuracy or defect to be corrected
• Correct the inaccuracy or defect
• Be signed by the person correcting the record

The statement of correction needs to be filed with the Secretary of State.

We can help your Connecticut LLC stay compliant

When it comes time to make changes to your Connecticut LLC, it’s important to follow the correct procedures by documenting the changes with a Certificate of Amendment. Falling out of compliance with state law can be detrimental to your business. That’s where we come in. If you need support filing an amendment, we’re right here to help with our amendment filing service. 

When you choose our Worry-Free Compliance service, we provide more comprehensive support by monitoring your status with the state, alerting you if you’re not in good standing, and helping you with an action plan to get you back on track. We’ll send you reminders about upcoming deadlines and file two yearly amendments if needed. Let us know how we can help.