How To Change the Public Information of a Delaware Company

How To Change the Public Information of a Delaware CompanyIf you are questioning how to change the public information of your Delaware Company, you'll want to know that a Certificate of Amendment or Amended and Restated Certificate will need to be filed.

What is the difference between these two filings?

An amendment simply amends one or more things on your certificate of incorporation. For example, article "First" states the name of your Corporation. To change the name of your company, you would file a certificate of amendment that "amends" article first to read the name you desire to change to. Because a certificate of amendment changes one or more articles specifically, the document cannot stand-alone. It is in addition to your original certificate of incorporation. In other words, you would have to look at the original certificate of incorporation to see what article first stated, and then the amendment to show that you changed that article through an official fling with the Division. This would have to be done with your bank, or anyone else that needed to see the name change.

An amended and restated document works a little differently. This document makes an amendment to one or more articles on your original certificate of incorporation, but in addition to that, it "restates" the certificate of incorporation. In fact, it will look very similar to your original certificate of incorporation, with the exception of the changes. Because this document "restates" the certificate of incorporation, it actually replaces the original certificate of incorporation to become your "new" document. It stands alone.

What is the cost to change the public information of a Delaware Company? State fees will vary on an amendment/amended and restated filing depending upon the types of changes you will be making to the certificate and its page length. For example, if you are making changes to the company name or its directors, the current standard fees will apply. However, if there are increases to the company's authorized stock, the fees can increase dramatically.

The State of Delaware offers a template on their website of the basic amendment filing, but not an Amended and Restated certificate which will require some custom drafting that you may want to have an attorney do.

We hope that this article has been helpful in explaining how to change the public information of a Delaware Company. If you require assistance with the filing of either an amendment or amended and restated, click .

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