What is A Delaware Amendment?
When a Delaware company decides to make changes to the items that are listed on its formation documents, it has to inform the state. Doing this is known as an amendment and requires the filing of formal paperwork.
Reasons Why You Need To File An Amendment
There are many reasons why a Delaware company has to file an amendment. Generally, if you make changes to your Articles of Incorporation/Organization that will affect the formal entity structure of your company, you will have to file an amendment with the state.
A. Changing The Company Name –
- LLCs
The state has to be aware of the name that your company uses in conducting its business. If you decide to operate using a new name, you have to submit an amendment to inform the state about your plans. You will also have to update all the records of your LLC with the state and government.
- Corporations
If you wish to do business under a new name, your corporation has to go through the legal process. File an amendment form with the state and change the name of your corporation on all government records.
B. Changing Members Of The Business –
- LLCs
Delaware does not require LLCs to provide information about their members and/or managers. You do not have to file an amendment if the changes that your company will make are related to this. Members or managers can be updated in the operating agreement of the company.
- Corporations
The same rule applies to corporations. Since you do not have to report the officers and directors of your company, you can change this information on the annual report that your corporation files online. The officers and director of a company can be changed during an official company meeting and should be kept with company records to reflect the change.
C. Changing Address Related To The Business – The state of Delaware does not keep information on the principal office and/or mailing addresses of companies. It offers privacy to LLCs and corporations operating within the state. There is no need for you to amend them even if you have to move your office location.
D. Changing Contact Information –
- LLCs
The Department of State has to know how to reach your LLC. You have to report any changes to the contact information of your company. The Certificate of Amendment comes with a Filing Cover Memo where you have to input the contact information.
- Corporations
Corporations also need to report changes to their contact information. This way, you can be sure that all legal queries reach your company. Complete the contact information section on the Filing Cover Memo that comes with the Certificate of Amendment.
E. Changing The Number Of Shares That A Corporation Is Authorized To Issue – Delaware does not authorize LLCs to issue stocks. So, they will not have to worry about this. As for corporations, if your company is authorized to issue stock, you will have to inform the state of any changes. You can do this by filing an amendment.
What Is Needed To File An Amendment?
LLC
Your Delaware LLC has to complete the Certificate of Amendment for Limited Liability Company form and submit it to the Department of State. You can do this in person, by mail, or through fax. You also need to include the $200 filing fee and the Filing Cover Memo with your name, address, and contact information.
Corporation
Delaware corporations have to submit a completed Certificate of Amendment of Certificate of Incorporation form to the Department of State. You can file through mail, in person, or by fax. Attach the Filing Cover Memo and include the $194 filing fee.
How Can DoMyLLC Assist With Streamlining The Process?
Making changes to a company’s formation documents require proper completion and filing of paperwork. Depending on the changes, you may also have to take care of other documents. To help ease the process, you can turn to a reliable document filing company like DoMyLLC. Our team can provide support and assistance to Delaware business owners who need help in handling formalities to ensure compliance with the state.
Delaware Amendment FAQs
Is There A Filing Fee For The Amendment?
Delaware LLCs have to pay the $200 filing fee, while the filing fee for corporations is $194. If you want expedited service, you can request it for an additional fee.
- 1-hour service – $1,000
- 2-hour service – $500
- Same-day service – $200
- 24-hour service – $100
What Information Is Required For The Articles Of Amendment?
LLCs need to provide the following information to complete the Certificate of Amendment:
- Name of the company
- Exact text of the amendment
- Signature of the authorized representative
Corporations have to include the following information in the Certificate of Amendment of Certificate of Incorporation:
- Name of the company
- The articles to be amended
- Exact text of the amendment
- Signature of the authorized officer
How Long Does It Take The State To Process The Amendment?
The Department of State usually takes 2-3 weeks to finish the processing of amendment documents. You can request expedited service, which is available in 24 working hours, same day, 2 hours, and 1 hour.
Do You Receive A Copy Of The Certified Amendment From The State?
The state will send a confirmation copy of your filing. The method will depend on the return service type you indicated on the Filing Cover Memo.
Delaware Business Resources
Delaware Office of Secretary of State
Phone:
(302) 739-3073
Address:
Delaware Secretary of State
PO Box 898
Dover, DE 19903
If you’re interested in more info on filing an amendment, call 888-366-9552.