The Certificate of Amendment is a special document which is filed when pertinent corrections are required to the initial Articles of Incorporation. The Articles of Incorporation being considered the charter of a corporation which establishes the reason for the enterprise and even a list of the incorporators and kinds of stock that can be used among other factors. In most states this update or the Certificate of Amendment is a totally separate document which must be ordered apart from Certificate of Incorporation.
The Certificate of Amendment in action
For example, a man named John Doe forms a business named Imaginary Sample Company, Inc. Afterwards, after several years have passed Mr. Doe decides that the name does not work for his enterprise; So, Mr. Doe begins the process to file the Articles of Amendment and thus changes the current name from FGQ, Inc. to a more specific family name like John Doe & Sons Sample Company, Inc. Interestingly enough from that point on all the state information will be under John Doe & Sons Sample Company, Inc.; yet, when Mr. Doe requests the Certified Copy of Articles of Incorporation he will get only the initial filing of Imaginary Sample Company, Inc. without any mention of John Doe & Sons Sample Company, Inc. Unfortunately he will now have to get the certified copy or copies of the initial articles; what’s more, he will need to obtain the certified copy of all subsequent amendments reflecting any and all of the changes that have been made.
A concern for our clients
When working with our clients we often realize that sometimes our clients lose track of all the name and address amendments they have performed and tend to miss or skip a step or two. As a result when they present documents to foreign authorities, usually the authorities become confused due to lack of information.
Let’s use an example of a fictitious company. A company was formed under the name of Bio Sample Pharma, Inc. Then they changed the name to Bio Pharmacology Sample Group, Inc. Then at some point the business decided to make another change by changing their stock and then afterwards they changed the business name to Biomed Sample, Ltd. This corporation has undergone a few changes to say the least.
However, when it came to acquiring documents they got hold of their initial filing and only the latest amendment. As a result, the foreign authorities received only the Certificate of Incorporation of Bio Sample Pharma, Inc. and the Certificate of Amendment changing the name of Bio Pharmacology Sample Group, Inc. to Biomed Sample, Ltd. At this point when one of the officers present said documents to pertinent foreign authorities we see that without all prior amendments there is no correlation between documents. In other words there isn’t any relation between these documents established in the eyes of foreign authorities. Therefore, this kind of article or document is very important when amendments to the initial filing are made and it is of the utmost importance to keep track of all amendments.
When unsure if any amendments were done it might be best to order all amendments or charter documents with your request. It might be more expensive in a short run, but will save you much more in the future when your documents are presented to the foreign officials. Once the chain of amendments is vividly established, your formation documents along with various other certificates will more likely be accepted, allowing you to successfully venture into foreign markets.