South Carolina businesses incorporated as corporations must file documents called Articles of Incorporation with the Secretary of State. These articles establish key information about the company, such as its name, purpose, and officers. Over time, businesses may need to change this information due to growth, changes in structure, or regulatory requirements. The process of updating the company's Articles of Incorporation is called amending, and it requires submitting specific paperwork to the state. In this article, we'll outline the steps businesses in South Carolina should take to amend their Articles of Incorporation.
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Determine what changes need to be made
Before filing any paperwork, corporations in South Carolina should identify what changes they need to make to their Articles of Incorporation. Potential amendments could include changes to the company's:
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- Name
- Registered agent or registered office address
- Incorporators or directors
- Officers or board members
- Purpose or statement of activities
- Shares or shareholder information
- Provisions contained in the original Articles of Incorporation
If the corporation is unsure of what changes are necessary, or how to make these changes within the confines of the state's laws, it may be beneficial to consult with a business attorney or accountant for guidance.
Review the bylaws
South Carolina corporations should also review their current bylaws before drafting and filing any amendments. Bylaws are internal documents that outline the company's operations and decision-making processes. Amendments made to the Articles of Incorporation as a standalone document should align with the rules established in the bylaws. For example, if the Articles of Incorporation are being amended to allow for more shares to be issued, but the bylaws limit the number of shareholders, an amendment would be ineffective.
Draft the amendment
Once corporations have determined what changes need to be made and have reviewed their bylaws, they may begin to draft the amendment to the Articles of Incorporation. The Secretary of State website provides [sample forms] for corporations to use when amending their Articles of Incorporation. Corporations should use form ARTS that apply to their specific changes, paying careful attention to the instructions and any fields that must be filled out in their entirety.
Some of the required information for an amendment includes:
- The exact language of the current Article(s) to be changed
- The exact language of the amended Article(s)
- The date the amendment was adopted by the corporation
- An affirmation by an officer of the corporation that the amendment was adopted in accordance with state law and the bylaws
Corporations may need to file separate amendments for each change made to their Articles of Incorporation, or they may be able to combine multiple amendments into a single document. The fee for filing an amendment with the Secretary of State in South Carolina is $25.
Obtain Board Approval
In South Carolina, the board of directors must approve the adoption of any amendment to the Articles of Incorporation approved. An executive meeting can establish the proposal and its approval or denial as outlined on the bylaws. Once the board approves the proposal, it must be signed by the current president and secretary in South Carolina. The appointment of a notary public is not necessary.
**Warning:** The signatures on the proposal must match those specified on the corporate documents on file with the Secretary of State. If signatories have changed, it is always best to notify them to the Revenue Department of South Carolina (online or in writing) of amendment filing.
File the amendment
Once the amendment document has been drafted and approved by the corporation’s Board of Directors, it's time to file it with the South Carolina Secretary of State. It is recommended that corporations send the completed documents either electronically via a credit card option or mail applications to S.C. SECSTATE, Attn: Corporate Filings, 1205 Pendleton Street, Suite 525, Columbia, South Carolina 29201.
In conclusion, the requirements for amending Articles of Incorporation in South Carolina is relatively straightforward. Taking the time to accurately determine necessary changes, surveying bylaws, drafting the amendment, obtaining board approval, and lastly, filing the articles along with amendments, certifications, copies, or other supporting evidence as needed within 30 days are examples of best practices. Additionally, it helps protect the rights to undertaking business as a corporation in the State and assist businesses in moving forward in their growth.
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