NEVADA AMENDMENT OF ARTICLES
Sometimes businesses like corporations and limited liability companies need to make changes in the information related to the business. These changes could pertain to changing of name, issuance of stock, change in managers or members or board of
directors or trustees etc. If and when, such changes are required, businesses have to opt for the Nevada
What is Amendment of Articles?
What type of business do you own? This is essential as the Nevada amendment process will be different for different types of businesses. Apart from this, type of business and the state of formation will define whether you have to apply for a certificate of amendment or articles of amendment.
The amendment is usually signed by the board of directors or the members depending on the type of organization. What information does the amendment contain? It contains the name of the business entity, the specific amendment requested, and especially for corporations – information related to issue of shares is required. The information is the key towards initiating the Nevada amendment process.
What is Nevada Certificate of Amendment?
A Certificate of Amendment in the state of Nevada is a legal document that is used by a business or for-profit corporation to indicate or inform the secretary of the state regarding any changes that has been made to the existing organization. The question is – when does a business actually requires this certificate and is there a Nevada amendment process?
What can be amended through a Nevada Certificate of Amendment? If a business corporation is a planning to make or has made the following changes then a Certificate of Amendment is required pursuant to NRS §78.385 (2010). The reasons for amendment include:
- If a business corporation changes the name of the corporation then it will have to follow the Nevada amendment process
- If the business entity is required to make an alteration or change in its articles of incorporation
- If the business entity is planning to add or remove a clause related to its corporate powers or purposes, or both
- If the business entity is planning to substitute any other powers as well as purposes, in part or in whole
- If the business entity is planning to increase, decrease or reclassify their authorized stock, by changing the par value, number etc.
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How to file a Nevada Corporation Amendment?
In order to initiate the Nevada amendment process, you will be required to file a Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations form pursuant to NRS 78.385 and 78.390. You will have to submit it to the Secretary of State along with the appropriate filing fee. You can also opt for an expedited processing but you will be required to pay a higher fee.
It is important to know that there are two types of amendment forms available in Nevada – one form is for business entities making amendment prior to issuance of stock and the other form is to be used post issuance of stock. Ensure, you are submitting this along with the correct fee. The minimum fee is $175 but it will be higher if the stock is increased.
Note: The processing of the amendment can vary from 3-7 days.
How to file a Nevada LLC Amendment?
How does the process of Nevada LLC amendment work? Is it similar to that of a business corporation? According to Chapter 86 Limited-Liability Companies, NRS 86.221 (2013), articles of organization of a limited-liability company can be amended for almost all purposes as permitted by an operating agreement or by the articles or determined by the members of the LLC.
You will be required to file the Certificate of Amendment to Articles of Organization for a Nevada Limited Liability Company form. There are two types of Nevada LLC amendment forms available and you will have to submit the correct one or the one appropriate to your LLC. One form is the Certificate of Amendment to Articles of Organization before Issuance of Members Interest governed by NRS 86.216 and the other is for “After Issuance of Members Interest” pursuant to NRS 86.221.
You need to also ensure, you are submitting the form with the correct fee. The filing fee is $175 and failure to include complete information as requested in the form can lead to the amendment filing being rejected.
Note: You can apply for a Nevada LLC amendment only if your business entity has active status and not revoked.
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