How to File Articles of Amendment in Florida: Contents, Fees, Approval

To file articles of amendment in Florida, get the amendment adopted by your board of directors (and by your shareholders, if the corporation has issued shares), then submit articles of amendment to the Florida Department of State, Division of Corporations, with a $35 filing fee. The filing has to contain specific statements about how the amendment was approved, and the process runs under Chapter 607 of the Florida Statutes.

What the Articles of Amendment Must Contain

Florida law is specific about what has to appear in the filing itself. The articles of amendment must include:¹

The current legal name of the corporation.
The exact text of each amendment being adopted.
The date each amendment was adopted.
An approval statement. If the board adopted the amendment without shareholder approval, the filing must say so and state that shareholder approval was not required. If shareholders approved it, the filing must state that the votes cast were sufficient for approval, with separate statements for each voting group entitled to vote independently on the amendment.
Provisions for carrying out any exchange, reclassification, or cancellation of issued shares, if the amendment involves that and those provisions aren’t already in the amendment text.

The filing has to be signed by a director, the president, or another officer of the corporation.²

Fee, Submission, and Effective Date

The filing fee is $35, listed on the Department of State’s fee schedule as a flat charge for amendment of any record. A certified copy costs extra.³ Filings can be delivered electronically to the extent the Department of State permits, and the current profit corporation amendment form is available through the Division of Corporations at dos.fl.gov/sunbiz/forms.

An amendment generally takes effect when the Department of State files it. You can specify a delayed effective date up to 90 days after the Division receives the filing, or backdate the effective date by up to five business days before it was received. The effective date must be a specific date and cannot be made contingent on outside facts.²

Approving the Amendment Before You File

For a corporation that has already issued shares, adoption has two required steps. The board of directors adopts the proposed amendment first. Then the shareholders vote on it. The board cannot skip to a shareholder vote, and shareholders cannot force an amendment without board action first.⁴

When the board submits the proposed amendment to shareholders, it must recommend approval unless a conflict of interest or other special circumstance makes a recommendation inappropriate. If the board declines to recommend approval, it must explain why. The corporation must notify every shareholder of the meeting where the amendment will be voted on, whether or not that shareholder has voting rights on it. The notice has to state that considering the amendment is one of the meeting’s purposes and must include a copy of the proposed amendment.⁴

The Voting Threshold

Approval requires a vote at a meeting where a quorum exists, and that quorum must consist of at least a majority of all shares entitled to vote on the amendment. If a class or series of shares is entitled to vote separately, that voting group also needs a quorum of at least a majority of its entitled votes.⁴ The articles of incorporation or the board can impose a higher threshold, but this is the statutory floor.

One extra rule: if the amendment would trigger appraisal rights for any voting group, the amendment must also receive a vote of a majority of all votes entitled to be cast by that group. That’s measured against total entitled votes, not just those present.

When the Board Can Amend Without Shareholders

Some amendments don’t need a shareholder vote. Unless the articles of incorporation say otherwise, the board can adopt these on its own:⁵

Deleting names and addresses of initial directors, the initial registered agent or office (if a change statement is already on file), or other information solely of historical interest.
Extending corporate duration, if the corporation was formed when the law required a limited duration.
Making minor name changes, such as substituting “Corporation” for “Incorporated,” adding or removing a geographic term, or swapping abbreviations like “Corp.” and “Inc.”
Adjusting the par value of any class or series of shares.
Deleting authorization for a class or series of shares when no shares of that class have been issued.
Adding a provision that reacquired shares become treasury shares until disposed of or canceled.

If the corporation hasn’t issued any shares yet, the incorporators or initial directors can adopt amendments without a shareholder vote, because there are no shareholders to vote.

Restated Articles Are a Different Filing

If the articles have gone through several rounds of amendments and are hard to work with, the board can restate them at any time without shareholder approval, as long as the restatement doesn’t include any new amendments that would ordinarily need shareholder consent.⁶ A restatement that just consolidates existing approved text is a board-level action; only when the board embeds substantive new changes does the shareholder approval process under Section 607.1003 apply.

The restated articles filing must include the corporation’s name, the full text of the restated articles, and a statement that the document consolidates all amendments into a single document. If new amendments are embedded, the filing must include the same approval statements required for a regular amendment.⁶ Once filed, restated articles supersede the original articles and all prior amendments. The filing fee is the same $35.³

Federal Records to Update After Filing

State filing is only half the job for some amendments. Changes to the corporation’s name, address, or leadership can trigger federal updates.

The IRS

If the corporation changes its name, report the change to the IRS. The simplest route is to check the name-change box on your next annual return: Line E, Box 3 on Form 1120 for C corporations, and Line H, Box 2 on Form 1120-S for S corporations.⁷ If you’ve already filed the current year’s return, write to the IRS at the address where you filed, and have a corporate officer sign the letter.

Some changes may require a new Employer Identification Number rather than an update to your existing one. IRS Publication 1635 covers the specific scenarios. A simple name change generally doesn’t require a new EIN, but structural changes like a merger or conversion to a different entity type might.⁷

If your amendment changes the corporation’s address or its responsible party (the individual who controls or manages the entity), file Form 8822-B with the IRS. Changes to the responsible party must be reported within 60 days.⁸

Trademarks and Federal Contracts

If the corporation owns federal trademark registrations, update the USPTO’s records to reflect a name change through the USPTO’s Assignment Center. The recordation involves a fee, and the USPTO typically processes the change within about seven days.⁹

If the corporation holds federal contracts or grants, update your registration in the System for Award Management at SAM.gov through your entity workspace. SAM registrations also have to be renewed every 365 days regardless of any name change.¹⁰

Common Filing Mistakes

The area where corporations most often stumble is documentation. The articles of amendment must contain precisely the statements the statute requires about how the amendment was approved. A filing that says “the shareholders approved the amendment” without addressing each separate voting group entitled to vote independently can be rejected or create grounds for a later legal challenge.¹ Keep your board resolutions, shareholder meeting minutes, and notice records organized. They’re the proof the process was followed if anyone challenges the amendment later.

After the amendment is on file with the state and any federal notifications are handled, update the corporation’s internal records. Bylaws, shareholder agreements, stock ledgers, and operating procedures should all reflect the changes. Outdated internal documents create confusion and can weaken the corporation’s position in disputes over what the current governing terms actually are.

1
Online Sunshine. Florida Code 607.1006 – Articles of Amendment
2
Online Sunshine. Florida Code 607.0120 – Filing Requirements
3
Florida Department of State. Fees – Division of Corporations
4
Florida Senate. Florida Code 607.1003 – Amendment by Board of Directors and Shareholders
5
Online Sunshine. Florida Code 607.1002 – Amendment by Board of Directors
6
Florida Senate. Florida Code 607.1007 – Restated Articles of Incorporation
7
Internal Revenue Service. Business Name Change
8
Internal Revenue Service. About Form 8822-B, Change of Address or Responsible Party – Business
9
United States Patent and Trademark Office. Trademark Assignments: Transferring Ownership or Changing Your Name
10
SAM.gov. Entity Registration