How Do I Make Changes to My California Corporation?

 

Guide to Making Changes to a California Corporation

People often need to make certain changes to their California-based corporation, such as changing the name, address, or the directors and officers. How to do this is not always intuitive. Here’s what you need to know.

How do I change the address of my corporation?

If you change your corporation’s address, you need to make sure to update it with the California Secretary of State, as well as the IRS and California Franchise Tax Board (FTB). To update with the Secretary of State, you would file a new Statement of Information.

To update the address with the IRS and FTB, you can generally wait until you file the next corporate tax returns, and check the “address change” box. To do it sooner, for the IRS you can file form 8822-B or simply write them a letter. For the FTB, you can use the MyFTB portal or file form 3533-B.

How do I change the name of my corporation?

1. To change the name of your corporation, first you should make sure the name is available by searching the database at the California Secretary of State’s BizFile Online, and that it would not be infringing on someone else’s trademark.

2. Next, draft corporate resolutions to change the name: one signed by the shareholders, the other signed by the board of directors. The name change must be approved by at least a majority of the corporation’s directors and a majority of the shares, unless the articles of incorporation specify a higher threshold for approval.

3. Then you would file an amendment to the articles of incorporation for your corporation. You do this by creating a BizFile Online account (or sign in if you already have one). When signed in to your account, search the database for your corporation. When you click on the entry for your corporation, a box should pop up on the right. Click the button towards the top that says File Amendment. Then another box will pop up. Select Amendment – CA Corporation, then follow the prompts.

If you do not see this at the top, you will need to click the box that says Request Access and wait for the Secretary of State to mail you an access code to the corporate address on file.

In the alternative, you can file a name change by mail or in person by filling in a paper form, which you can access at the Secretary of State’s website. Choose form Certificate of Amendment – Corporate Name Change Only – Stock (Form AMDT-STK-NA)

How do I change or update my agent for service of process?

To change your registered agent, once the new agent agrees to serve as the agent, you simply need to file an updated statement of information with the California Secretary of State.

How do I change the board of directors, or officers of my corporation?

To change the board of directors of a California corporation, you would need to hold a meeting of the shareholders to elect new directors. You can also do this without a formal meeting, and simply record the process on corporate resolutions.

Then you would file an updated Statement of Information.

To change the officers of a California corporation, such as the CEO, CFO, or Secretary, you would need to hold a meeting of the directors to appoint new officer(s). You can also do this without a formal meeting, and simply record the process on corporate resolutions.

Then you would file an updated Statement of Information.

How do I change the number of shares the corporation is authorized to issue?

To change the number of shares you can issue, you will need to amend the articles of incorporation. You can do this through the California Secretary of State’s BizFile Online. Before doing this, a resolution needs to get approved by at least a majority of the corporation’s directors and a majority of the shares, unless the articles of incorporation specify a higher threshold for approval.

Further Resources

See our full Guide to the Law for California Corporations

See our Guide to the Law for Entrepreneurs and Business Owners

Speak to a California business lawyer for assistance


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