How to Amend an Utah Articles of Incorporation

Changes occur in businesses every day. It’s no surprise that the basic information about a business at the time of formation may conflict with the basic information about the same business years down the road. But how does a corporation make these changes? 

Let’s take a look at the process for amending your Utah Articles of Incorporation, and how we can help.

What are Utah Articles of Incorporation?

Utah requires corporations to file Articles of Incorporation (AOI) when they form. The Articles of Incorporation must contain:

• The purpose of the corporation
• The corporate name of the business
• Number of shares the corporation is authorized to issue
• Classes of shares, if applicable
• Name and address of registered agent 
• Name and address of incorporators

Incorporators have the option of including additional information, such as:

• The names and addresses of initial directors
• Provisions concerning management of the corporation
• The par value of authorized shares or classes of shares

A failure to include the required information can result in your Articles of Incorporation filing being denied by the state. 

Need help with incorporation? Take a look at our Utah incorporation service to help you file your Articles of Incorporation and validly register your business.

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

The Articles of Incorporation legally register your business to operate within the State of Utah. The AOI provides the state with important information about your business, including where to contact you, the name and address of your registered agent, and the number of shares the corporation is authorized to issue. When any of this information changes, giving the state new, updated information prevents you from missing important correspondence concerning your corporation. 

If your corporation undergoes changes that alter the information included in the Articles of Incorporation, you have to update the state regarding those changes. A failure to do so can result in your business losing its good standing status with the state, making it impossible for your corporation to obtain a Certificate of Existence. A Certificate of Existence, also known as a Certificate of Good Standing, indicates that your corporation is registered with the State of Utah and has met the compliance requirements for the state. 

There are situations where other businesses or individuals may want proof of a Certificate of Existence prior to engaging in business with your corporation. The need for a Certificate of Existence can arise in a number of circumstances, including:

• Registering your business in another state
• Applying for funding
• Opening a bank account for your corporation
• Purchasing business insurance
• Entering into a contract for goods or services
• Renewing certain licenses and permits

The inability to obtain a Certificate of Existence can negatively affect several aspects of your corporation, from expanding your operations to obtaining funding for your business. 

Step 2: Review the requirements for your Utah amendment

Utah allows corporations to file Articles of Amendment updating the information that was initially included in the Articles of Incorporation. Any information that could’ve been added to the Articles of Incorporation can be included in the Articles of Amendment. The Articles of Amendment can alter:

• The names and addresses of the initial directors
• The number of issued and unissued authorized shares
• The purpose of the corporation

If the board of directors adopts the amendment without shareholder approval, the Secretary of State requires a statement verifying the change and that shareholder approval isn’t required. If the amendment received shareholder approval, the state requires an indication of the process used to determine the approval.

Step 3: Gather information for your Utah amendment

Not all changes can be included in your Articles of Amendment. For changes to your registered agent or business address information, you must instead file a Corporation Registration Information Change Form.

We can help with the creation and operation of your Utah corporation

Filing Articles of Amendment allows your corporation to update the state regarding important aspects of the business, including contact information, your registered agent, and the issuance of more shares. Whether your business is just getting started or on its way to expansion, we are here to help.

Utah requires corporations to list a registered agent on their Articles of Incorporation that can be available during regular business hours to receive legal service and other important correspondence. We offer registered agent services to connect you with a registered agent in your area. 

ZenBusiness also provides a Worry-Free Compliance service, which includes benefits such as:

• Reminders concerning important compliance and filing deadlines 
• Filing your annual report and up to two yearly amendments 
• Expert support for your filing questions

Whatever your compliance or business formation needs are, we offer services to make running your corporation smoother.