How to File a Maryland LLC or Corporation Amendment

It’s great to run your own business and have the freedom to make changes to your business when you want. If you have your own Maryland limited liability company (LLC) or corporation, you have the flexibility to make changes, but you do need to let the state know about significant changes you make. If you’re unsure how to report business changes to the state, don’t worry. Read on to learn about filing a Maryland LLC or corporation amendment and how we can help. 

Amending a Maryland LLC Articles of Organization

If you need to make an amendment to your Maryland LLC, we’ll show you how in this section. But if you need to make changes to a Maryland corporation, keep scrolling to the section titled “Amending a Maryland Corporation Articles of Incorporation.”

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

Filing Articles of Organization lets the State of Maryland know you’re ready to open your business and reap the benefits of an LLC designation. To form an LLC in Maryland, you need to file Articles of Organization that include:

• The name of your LLC 
• The address of your LLC’s principal office
• The name and address of your LLC’s resident agent (i.e., registered agent)
• Other information your LLC members want to include
• Other provisions you want to include

Generally speaking, if you’re going to change this information, then you’ll need to file the Articles of Amendment.

Step 2: Identify and gather the information you need to amend

Maryland allows LLCs to make amendments using the Articles of Amendment form. You can use this form to make a variety of changes, including your name, your business purpose, your registered agent, the provisions you added, and more. But before you jump into the filing process, it’s helpful to gather the information you need in advance. When you file the Articles, you’ll be asked for several pieces of info, including:

• The full name of the LLC that the Maryland State Department of Assessments and Taxation (SDAT) has on record
• The written amendment
• The new resident agent’s signed consent (if applicable)
• An authorized person’s signature

You’ll also need to confirm that all of your members approved this amendment. Gathering this information before you start filing can help streamline the process.

Do I need to update my Articles of Organization?

You want your business to be flexible, and you want your business to be compliant with state law. If exercising the flexibility of your LLC means you occasionally change important business information, you need to let the state know about these changes to remain compliant with the law. Your Articles of Organization provide important contact information for your business to the state and to the public. 

One of the most important aspects of this is having up-to-date resident agent information. This is required by law to allow others to send your LLC service of process and other important business documents.

Are there penalties if I don’t?

Yes, you could suffer dire consequences if you don’t alert the state after your business makes certain changes. For instance, if you fail to update information about your resident agent, you could fail to receive important legal documents or correspondence from the state. That could then result in missing important deadlines which come with significant consequences. 

Failing to file a Maryland LLC amendment could also prevent you from receiving a Maryland Certificate of Status. The Maryland State Department of Assessments and Taxation (SDAT) uses Certificates of Status to let the public know that your business is in good standing. 

If you don’t have documents to prove your business is in good standing with the state, there’s a good chance financial organizations will refuse to fund your business growth efforts. And if customers find out that you’re not in good standing, it may negatively affect their desire to do business with you. 

Step 3: File your amendment with the Department of Assessments and Taxation

Once you’ve gathered the necessary information, it’s time to file the paperwork. Maryland actually offers both online filing and paper filing for this process; either way, you’ll use the “Articles Amendment for a Limited Liability Company” form. You can download a paper form from the Department of Assessments and Taxation’s website, or you can log into Business Express to file online. You’ll fill in the form with all the information you gathered in Step 2.

At the time of this writing, there’s a $100 filing fee for this form. Once the paperwork is processed, the amendment will go into effect.

Note: If you’re only making changes to your resident agent or principal office address, you can use another form with a lower filing fee. See the “Maryland Articles of Amendment vs. Resolution to Change Principal Office or Resident Agent” section below.

Amending a Maryland Corporation Articles of Incorporation

Need to make changes to a Maryland corporation? We’ll show you how in this section.

Step 1: Decide if you need to amend the Articles of Incorporation

In Maryland, the Articles of Incorporation is the document that creates your business. Until it’s filed, your business won’t actually exist. This form asks for a lot of information, including:

• The business name
• The purpose of the corporation
• The principal office of the corporation in Maryland
• The name and address of the resident agent
• The number of directors
• The number of shares the corporation may issue

Generally, if you need to make changes to this information, you’ll need to file an amendment.

Step 2: Identify and gather the information you need to amend

To file an amendment, Maryland requires you to file the “Articles of Amendment” form. This form allows you to make a variety of changes, including:

• Your corporation’s name
• Your business purpose
• The number and class(es) of shares your corporation is allowed to issue
• Any provisions you added to the original articles

In short, you can change just about any provision included in your formation documents. In a later section of this guide, we’ll talk about some other forms you can use for more minor changes.

Once you’ve determined the changes you’re going to make, it’s best to confirm that you’ve got all the appropriate information on hand. For example, if you’re going to be changing your business name, you’ll want to ensure that you’ve got your former name on hand as well as the proper spelling for the name you’re updating.

You’ll also be asked to confirm the vote that approved your amendments, so make sure you’ve got information for the shareholder or director vote that was cast.

Step 3: File your amendment form with the Department of Assessments and Taxation

Now it’s time to file your amendment paperwork. You can do this online through Maryland Business Express or by downloading the “Articles of Amendment for a Maryland Corporation” form and filing by mail (or in person) with the Department of Assessments and Taxation. With either method, you’ll need to input all the information you gathered during Step 2.

At the time of this writing, there’s a $100 filing fee for this form. If the number of shares increased, see Corporations and Associations
Article sec. 1-204 to calculate the increased fees. Processing takes approximately six to eight weeks, but you can pay an additional $50 for expedited processing and have it filed within 10 business days.

Once it’s processed, your amendment will go into effect.

Maryland Articles of Amendment vs. Certificate of Correction

If nothing has changed with your business but you notice something in your business filing is wrong, you don’t have to file Articles of Amendment. Instead, you can file a Certificate of Correction. Unlike the Articles of Amendment, the Certificate of Correction applies to any document you file with SDAT. In your Certificate of Correction, you need to provide:

• The LLC’s name as it appears in SDAT’s records
• The title of the document you want to correct
• The date your LLC filed the document you’re correcting
• The name of each party to the document you’re correcting
• The original provision you want to correct
• The corrected version of the provision
• Signature(s) by the same kind of individual(s) needed to sign the original document
• Filing fee(s)

You can find the Certificate of Correction form. The fee is $25 as of this writing.

Maryland Articles of Amendment vs. Resolution to Change Principal Office or Resident Agent

If you only need to update your business address or change your resident agent/office, you aren’t required to file the Articles of Amendment. You can use a simpler form, the “Resolution to Change Principal Office or Resident Agent.” This form is cheaper, too (just $25 at the time of this writing).

That said, if you need to make other changes on top of these changes, then you’ll need to stick with the full Articles of Amendment form.

Count on us to help with your Maryland compliance

Keeping a business compliant shouldn’t run your life, even when you’re doing what you love. That’s where we come in. Our services reduce your business burdens by taking over some of your compliance needs with SDAT. Our Worry-Free Compliance service stays on top of your compliance needs and helps you get back in good standing if you make a mistake, and our amendment filing service can prepare and submit amendment paperwork on your behalf.