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How to Amend a Massachusetts Certificate of Organization

Certain business changes require an amendment to your Massachusetts Certificate of Organization. Our amendment and Worry-Free Compliance services can keep your business compliant.

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Forming a Massachusetts limited liability company (LLC) can be exhilarating, but hopefully, it’s just the start of a long life for your business. Part of this success means staying state-compliant as your business changes and grows. If you run an LLC and you make certain changes, you need to let the state know by filing an amendment to your Certificate of Organization. Read on to learn how to report LLC changes to the state, why you might need to do so, and how we can help.

What is a Massachusetts Certificate of Organization?

Called Articles of Organization in many states, a Massachusetts Certificate of Organization is a document you deliver to the state to form your LLC. A Certificate of Organization has to include:

• The name of the LLC 
• The LLC’s federal employer identification number (if it has one)
• The address of the LLC’s Massachusetts office where it keeps its records
• The character of the LLC’s business
• The name and address of the LLC’s resident agent
• The resident agent’s written consent (either in the document, or attached)
• The LLC’s specific dissolution date (if any)
• The name and address of each manager (if any exist at the time)
• The name of anyone (manager or not) who has authority to execute documents the LLC files with the Secretary of the Commonwealth (SOC)
• Anything else authorized people want to include

You file your Certificate of Organization with the SOC to get things started.

If you’re looking for answers to your questions about how to start an LLC, check out our Massachusetts LLC Formation service page to get started. 

Step 1:  Determine if you need to amend your Massachusetts Certificate of Organization 

Providing your LLC’s information in a Certificate of Organization is crucial to staying compliant with state law and letting the state and public know how to contact your business. If the information in your original Certificate of Organization changes, the state needs to know.

State law requires you to file a Massachusetts LLC amendment promptly after information in your Certificate of Organization changes. You must also pay fees when you update certain information. If you fail to pay fees you owe the SOC, you can’t receive a Certificate of Good Standing. The public can search to see if you have a Certificate of Good Standing, and if you don’t have one, you might not be able to receive financing to build your business. 

As stated above, your Certificate of Organization provides the state and the public with important contact information for your LLC. One of the most important contacts on your Certificate of Organization is your resident agent (i.e., registered agent). Your LLC needs a resident agent to accept service of process and important correspondence from the state. If your resident agent changes and you don’t alert the state, you might miss deadlines in important legal and business notices. If you miss legal or business deadlines, you could find yourself in a world of trouble. 

If you’re still forming your LLC and you’re looking for a good resident agent, we can help you find someone with our Massachusetts resident agent service. 

Step 2:  Identify what to change in your Massachusetts Certificate of Organization

In many cases, the way to keep the state up to date with the changes in your LLC is by filing Articles of Amendment. Massachusetts Articles of Amendment are called Certificates of Amendment. 

You have to file a Certificate of Amendment when information in your Certificate of Organization changes, or whenever a member or manager realizes there’s a statement in the Certificate of Organization that was false when it was made. You file your Massachusetts LLC Amendment with the SOC.

Generally, your Certificate of Amendment has to include:

• Your LLC’s employer identification number
• Your LLC’s name
• The date your LLC filed the original Certificate of Organization
• The name and address of each manager
• The names and addresses of all people authorized to sign, record, acknowledge, and deliver documents regarding real property
• The amendment 

It’s important to be specific regarding what you’re amending and how you’re amending it. The SOC doesn’t provide a standard form for the Certificate of Amendment, but you must provide the information above in the order it’s listed, and a manager or authorized person has to sign your filing. You can file your Certificate of Amendment online, by personal delivery, by mail, or by fax. The fee for a Certificate of Amendment is available on the SOC’s website at sec.state.ma.us. 

If you specifically need to change the name or address of your resident agent, you have to do it with a Statement of Change of Resident Agent/Office. Your filing to update this information has to include:

• The exact LLC name
• The office address of your current resident agent
• The office address of your new resident agent
• The name of your current resident agent
• The name of your new resident agent (if applicable)
• The consent of your resident agent
• The dated signature of an authorized person
• The LLC’s contact information

You can find the Statement of Change of Resident Agent/Office form and fees online, and you can file it online, in person, by mail, or by fax. 

You have a lot to keep up with when running a business, and we can lighten your load. Our Worry-Free Compliance service helps you get ahead of your compliance requirements and helps you file up to two amendments per year. 

Step 3:  File your Massachusetts amendment

Although the SOC doesn’t provide a specific form for correcting your LLC’s Certificate of Organization, you can fix errors in your Certificate of Organization by filing a Certificate of Amendment with the necessary corrections. Remember, you must file a Certificate of Amendment with the SOC when a member or manager realizes information in a Certificate of Organization was false at the time it was made, or when there are changes to the information in the Certificate of Organization. You can also file a Certificate of Amendment at any time for a proper purpose. 

Our Worry-Free Compliance service can help you easily get in front of any corrections or amendments that need to be made. 

Restated Certificate of Organization vs. Amendment and Restated Certificate of Organization

Clutter can slow your business down. Massachusetts law allows you to declutter and consolidate your business filings by restating your Certificate of Organization to include amendments and supplements. If you want to restate your Certificate of Organization, but don’t have new amendments at the time of filing, you title your filing “Restated Certificate of Organization.” If you want to restate your Certificate of Organization and you have a new amendment, you may title your filing “Amendment and Restated Certificate of Organization.” 

A Restated/Amended and Restated Certificate of Organization needs to contain:

• The LLC’s present name
• The LLC’s original name (if different)
• The LLC’s federal identification number
• The date the LLC filed the original Certificate of Organization 
• The effective date of the current filing (if different from its filing date)
• A statement that the current filing was duly executed
• A statement that the current filing is being filed according to the law
• Any amendments or a statement that there are no further amendments with the current filing

You can file your Restated/Amended Restated Certificate of Organization with the SOC online, in person, by mail, or by fax. The fee for this filing is available on the SOC’s website.

We can help you keep your Massachusetts LLC compliant! 

Your business can do so much more with your company when you have the right help. We can help keep your business compliant with state law through our Worry-Free Compliance service and our Amendment Filing service.  Our Amendment Filing Service helps you prepare and submit your amendments, and our Worry-Free Compliance service keeps tabs on your compliance needs and helps you get in good standing if you miss a step. 

Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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