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Amending the Article of Incorporation

Boynton Beach, FL |

CASE: Organization was Incorporated in Connecticut and now doing business in Florida would want to amend its NAME - where do we have to file for the Amendment? Will it be to the Florida Department of State Division of Corporation? or With Connecticut? Is there any hotline to call to seek advice or guidance with regards to articles of Incorporation?

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Attorney answers 2

Posted

If the organization is still a Connecticut corporation (simply admitted to do business in Florida) then the Articles of Amendment to its Articles of Incorporation need to be filed first in Connecticut, then in Florida.

On the other hand, if the corporation was re-domesticated in Florida, then the amendment should be file in Florida.

I suggest you check the corporation's name on the Connecticut Secretary of State's website, to see if it is still incorporated in Connecticut. Depending on what you find, proceed accordingly.

It might be both simpler and less costly to have a corporate attorney handle this for you.

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Asker

Posted

Thanks for the help. I was able to locate it and it says active. Business address is in CT. While the residence address it use the FL address.

Linscott Roberts Hanson

Linscott Roberts Hanson

Posted

You're welcome.

Posted

The process of changing your company's name is going to have two stages. First, you will need to file a certificate of amendment to the existing articles with the Connecticut Secretary of State. I would recommend, if you decide against using an attorney, at least to work with a filing agent. They are not lawyers, but they know the ins and outs of state filings and can be a real asset.

Once you finalize the amendment in Connecticut, you have to amend your registration (qualification to do business) in Florida. There is usually a simple form to fill out and the Secretary of State website should have forms and information. Again, working with a filing agent or an attorney will save you a lot of time and energy.

Please note that prior to changing the name, you should check both states for availability of your desired new name!

Linscott Roberts Hanson

Linscott Roberts Hanson

Posted

Checking that the new name will be available in both Connecticut and Florida is a must. You may want to go further, however. Try running a google or other internet search on the name you have in mind and see what you come up with. You might pick the 10 or so largest metropolitan areas in the country, and take a quick look at the Yellow Pages for each to see who is using the name already. All these searches will warn you regarding possible objections to your use of the name.

M Daniel Sasso

M Daniel Sasso

Posted

I agree with my colleagues; and while you did not ask, you should at ;east check with Florida counsel as to the advisability of converting the INC to an LLC - you would then be able to prohibit creditor levying on your corporate stock or that of your other shareholders, have some bankruptcy protection also after Ehmannizing the same, have manager's right to restrict distributions to the member/owner who may be sued, as well as have some phantom income reimbursement built into the operating agreement among members.

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