How to Amend a Florida Articles of Incorporation

Florida Law requires that any new business that wants to incorporate must file Articles of Incorporation with the Florida Department of State. This document is necessary to form the company and includes all relevant foundational information about the business. If you’re in the process of forming your Florida corporation, it’s important to meet all filing requirements. One of these requirements is updating those Articles of Incorporation. Let’s take a closer look at amending your Articles of Incorporation in Florida, and how we can help. 

Need to form your Florida corporation first? Head over to our Florida incorporation page to see how we can help. 

Step 1: Determine if you need to change your Florida Articles of Incorporation

Sometimes even with the most thorough and well-thought-out Articles of Incorporation, your business will have to undergo necessary changes. You may find that the name you have chosen no longer fits with the actual operations of your corporation or marketing strategy. It’s not uncommon for a growing corporation to need to adjust the amount or class of stock available. These are some changes that may be reflected in your Florida Articles of Amendment.

Florida corporations that fail to comply with state business laws can’t receive a Florida Certificate of Status. A Certificate of Status (also called a Certificate of Good Standing in many states) is issued to show that the corporation is active, has submitted all state-required documents, and has paid all fees. Sometimes banks and potential investors will require this certificate before doing business with your corporation. 

Step 2: Review requirements for your Florida amendment

Unlike in many states, you can make nearly all Florida Articles of Incorporation amendments on one Articles of Amendment form. However, original incorporators can’t be amended using this form. Changes to the original articles may include:

• Name of the corporation
• Physical address of the corporation
• Mailing address of the corporation
• Registered agent information
• Name and address of officers and/or directors of the corporation 

Address changes to officer and director information can alternatively be made on your Florida Annual Report. Your Florida Annual Report is due each year on May 1st. If you have already filed your report for the year, you may amend your annual report form or file the changes with your Florida Articles of Amendment. You can also change the principal office address and/or the mailing address by emailing the change to: corpaddresschange@dos.state.fl.us.

There are a lot of corporate documents to stay on top of. We can help you file your annual reports in a timely manner. Our Worry-Free compliance service also allows you to amend your Florida Articles of Incorporation two times a year for no extra charge.

Florida Articles of Amendment Impacting Shares 

Not all changes require a shareholder vote unless otherwise stated in the corporate bylaws. According to Florida law, shareholder approval of any amendment is required if the rights or preferences of the holders of any outstanding class or series will be adversely affected or there is a potential for unused authorized shares. 

Florida state law does allow the corporate Board of Directors to do the following: 

• Increase the number of authorized shares
• Decrease the number of authorized shares 
• Make changes assuring the rights or preferences of each holder of outstanding shares aren’t adversely affected by changing the number of shares

Corporate bylaws exist to govern the administrative operations of the corporation. Having clear provisions for amendments can help provide guidance during the amendment approval process. 

Step 3: Gather information for your Florida amendment

Before filing a Florida Articles of Amendment, take a look at your current document and evaluate what changes need to be made. Present proposed amendments to your Florida Articles of Incorporation to the corporation’s board of directors for approval. Shareholders with voting rights may also have a say in ratifying the amendment proposal depending on stipulations found in your corporate bylaws. 

To file your Florida Articles of Incorporation Amendment Form with the Florida Division of Corporations, you will need to supply your complete corporation name as listed on the Articles of Incorporation, corporate document number, address, and contact information of the person responsible for the correspondence. 

Step 4: File Florida Articles of Amendment

Unlike most documents, your Florida Articles of Amendment can’t be filed online. You can mail the amendment document to: 

Florida Department of State
P.O. Box 6327
Tallahassee, FL 32314

You also have the option to deliver it in person to 2661 Executive Center Circle, Tallahassee, FL 32301.

Filing Fees

Payment must be included with your Florida Articles of Amendment. Make your check out to the Florida Department of State. If you need a Certificate of Status, you will need to pay an additional fee. Processing time is one week on average, but you can request same-day service if submitting the document in person. 

A letter of acknowledgment will be issued to the contact listed on the cover letter after the amendment has been approved and filed. The letter will also be available online. 

Florida Articles of Amendment vs. Restatement of Articles of Incorporation

Articles of Amendment allow you to make changes to existing articles and add new ones when necessary. This can leave a little bit of room for confusion for shareholders or investors looking at the amended articles. Restating the Articles of Incorporation re-establishes the document in its entirety, including the amendments. Florida Articles of Amendment can be submitted at the same time as the restated document. 

Rely on our services for your business’s compliance needs

Our Worry-Free Compliance service can help make this process less cumbersome and keep your business compliant. This service includes filing original documents and up to two amendments, providing you with expertise and peace of mind.