To file Articles of Amendment in Washington State, submit the form to the Secretary of State’s Corporations and Charities Division with a $30 fee for most entities, or $20 for nonprofit corporations. You can file online, by mail, or in person in Olympia. The filing updates your original formation documents — your Articles of Incorporation or Certificate of Formation — and must include the full text of each amendment, your Unified Business Identifier (UBI), and an authorized signature. Fees are nonrefundable, so getting the details right the first time matters.
When You Actually Need to File
Articles of Amendment are for changes to your formation documents, not every business update. Typical reasons include changing the business name, adjusting authorized shares, modifying a stated business purpose, or restructuring governance provisions. If you are only updating your registered agent, that is a different filing (covered below).
Corporations have a shortcut worth knowing about. The board of directors can adopt several amendments on its own without a shareholder vote, including a corporate name change, par value adjustments when only one class of shares is outstanding, deletion of the initial directors’ names and addresses, and proportionate forward or reverse stock splits in a single-class structure.1Washington State Legislature. Washington Code 23B.10.020 – Amendment of Articles of Incorporation by Board of Directors A board-only name change saves significant time if it fits your situation.
LLCs file amendments to change the company name, switch between member-managed and manager-managed structures, or revise other provisions in the Certificate of Formation. Washington does not require LLCs to list a specific business purpose in formation documents, so amendments on that point are rarely necessary.
Get Approvals in Place Before You File
Corporations
When an amendment does require shareholder approval, the board approves it first and then submits it to shareholders. Every shareholder, including those not entitled to vote, must receive notice of the meeting with a copy of the proposed amendment.2Washington State Legislature. Washington Code 23B.10.030 – Amendment of Articles of Incorporation by Board of Directors and Shareholders
The voting threshold turns on when your corporation was formed. For corporations created before August 1, 2024, approval requires a two-thirds supermajority of all votes entitled to be cast, unless the articles set a different threshold; public companies formed before that date need only a simple majority. Corporations formed on or after August 1, 2024, use a straight majority standard regardless of whether they are public or private.2Washington State Legislature. Washington Code 23B.10.030 – Amendment of Articles of Incorporation by Board of Directors and Shareholders
LLCs
LLC approval depends on the operating agreement. In a member-managed LLC, amendments typically need member consent — all members or a majority, as the agreement specifies. In a manager-managed LLC, managers may have authority to approve certain amendments unless the agreement reserves that power for members. Changes affecting ownership interests or individual member rights often require unanimous consent unless the agreement provides otherwise.
What the Filing Must Include
For corporations, the Articles of Amendment must state the corporation’s name, the full text of each amendment, the date each amendment was adopted, and whether shareholders approved it or the board adopted it alone. If the amendment exchanges, reclassifies, or cancels issued shares, implementation provisions must appear in the filing when they are not already in the amendment text.3Washington State Legislature. Washington Code 23B.10.060 – Articles of Amendment
Every submission needs the UBI, and the UBI and business name must match the Secretary of State’s records exactly. An authorized person must sign.4Washington Secretary of State. Instructions for Articles of Amendment of a Profit Corporation If you are changing your business name, check availability in the Secretary of State’s online database first. A proposed name must be distinguishable from every other registered entity in the state.
One new requirement to flag: starting January 20, 2026, the Secretary of State will reject filings that do not include a required email address.5Washington Secretary of State. Fee Schedule/Expedited Service A form that would have gone through in prior years can be kicked back for this alone.
Fees and Processing Times
Base filing fees by entity type:5Washington Secretary of State. Fee Schedule/Expedited Service
- Profit corporations, LLCs, limited partnerships, and LLPs: $30
- Nonprofit corporations: $20
All fees are nonrefundable, whether the filing is accepted or rejected. Mailed payments must be in U.S. dollars by check or money order. Online filings take credit and debit cards.
Two faster options exist beyond the standard queue:
- Expedited service: $100 per entity on top of the base fee, generally three business days. For mail, include the extra payment and label the envelope “EXPEDITE.”5Washington Secretary of State. Fee Schedule/Expedited Service
- Same-day service: $150 per entity on top of the base fee, available for in-person filings at the Olympia office, subject to front counter cutoff times.
For a profit corporation needing same-day turnaround, that is $180 total. Standard processing times for non-expedited filings are not published as a guaranteed window, so plan ahead if you have a deadline.
Why Filings Get Rejected
The Secretary of State rejects filings for a range of deficiencies. The most common:
- UBI mismatch. The number and business name must match the state’s records exactly. Even a minor discrepancy triggers rejection.
- Missing signature. An authorized person must sign and include their printed name, title, and date.
- Name conflict. A new business name must be distinguishable from all other registered entities.
- Missing email address. As of January 2026, filings without the required email will be rejected.5Washington Secretary of State. Fee Schedule/Expedited Service
- Incorrect fee. Submitting the wrong amount or an expired payment method delays processing. Nonprofits pay $20; other entities pay $30.
- Incomplete amendment text. The full language of each amendment must be in the filing. Vague references to intended changes will not be accepted.
If you receive a rejection, review the cited deficiency, correct it, and resubmit with a new fee. The original payment is not refunded or carried over.
Registered Agent Changes Use a Different Form
Updating your registered agent does not go through Articles of Amendment. You file a Statement of Change instead, which includes the new agent’s name and address along with the agent’s written consent.6Washington State Legislature. Washington Code 23.95.430 – Change of Registered Agent by Entity This change does not require shareholder or member approval. If your agent resigns, the resignation takes effect on the 31st day after the agent files a Statement of Resignation, or earlier if you designate a new agent before that window closes.7Washington State Legislature. Washington Code 23.95.445 – Resignation of Registered Agent Operating without a registered agent can put your entity at risk of administrative dissolution, so do not let this slide.
After the Filing: IRS and Downstream Updates
Filing with the Secretary of State updates your state record. Several amendments also trigger federal and practical follow-up that people routinely miss.
Business Name Changes
Notify the IRS of a name change on your next tax return by checking the name-change box: Line E, Box 3 on Form 1120 for C corporations; Line H, Box 2 on Form 1120-S for S corporations; Line G, Box 3 on Form 1065 for partnerships. If you have already filed the current year’s return, write to the IRS at the address where the return was filed, signed by a corporate officer or partner.8Internal Revenue Service. Business Name Change A name change can occasionally require a new EIN; IRS Publication 1635 explains when.
Also update the name with your bank, insurers, state tax accounts, and any professional licensing boards. Banks will typically ask for a certified copy of the filed amendment before updating account names.
Responsible Party Changes
If the amendment changes the person who controls or manages the entity’s funds, that person is the IRS “responsible party,” and you must file Form 8822-B within 60 days of the change.9Internal Revenue Service. Form 8822-B, Change of Address or Responsible Party – Business The IRS will not necessarily remind you. If you skip it, deficiency notices and demands can land with the wrong person while penalties and interest keep accruing.
Tax Classification Changes
If the amendment reflects a structural change that also affects federal tax treatment, you may need Form 8832 (Entity Classification Election) — for example, when an LLC switches from its default classification to be taxed as a corporation, or back. The election must generally be filed within 75 days of the desired effective date or up to 12 months in advance, and once made it locks in for five years absent IRS approval to change again. A federal election does not automatically carry over to state tax treatment; Washington may require separate filings depending on the change.