How to File a Massachusetts LLC or Corporation Amendment

Forming a Massachusetts limited liability company (LLC) or corporation 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 or corporation and you make certain changes, you need to let the state know by filing an amendment to your Certificate of Organization or your Articles of Organization. Read on to learn how to report business changes to the state, why you might need to do so, and how we can help.

Amending a Massachusetts LLC Certificate of Organization

If you need to make changes to a Massachusetts LLC, we’ll show you how in this section. But if you’re going to be amending a Massachusetts corporation, please keep scrolling to the section titled “Amending a Massachusetts Corporation Articles of Organization.”

Step 1: Determine if you need to amend your 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 must include:

• The name of the LLC 
• The address of the LLC’s Massachusetts office where it keeps its records
• A general description of the business the LLC will conduct
• 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 the authority to execute documents the LLC files with the Secretary of the Commonwealth (SOC)
• Anything else authorized people want to include

Generally speaking, if you’re going to change any of that information, you’ll need to file an amendment with the state.

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

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 (EIN)
• 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(s) you’re making

Gathering all this information before you actually jump into the filing process can help streamline your paperwork. For example, if you’re changing your business name, you’ll want to ensure that you have the right spelling on hand. If you’re adding or removing provisions, you’ll want to confirm that you have the correct wording.

Why should I update my Certificate of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Massachusetts, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your resident agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

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 Massachusetts 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. 

Step 3: File your Certificate of Amendment with the Secretary of the Commonwealth

Now, it’s time to file your amendment paperwork. Massachusetts makes it easy to file the Certificate of Amendment by offering online filing. You’ll need to fill in the online form with all the information you gathered in Step 2 and then submit it through the filing portal.

At the time of this writing, the Certificate of Amendment costs $100 to submit. Once the paperwork is processed, your amendment will go into effect.

It’s important to note here that you can’t use a Certificate of Amendment to make changes to your resident agent or their address. Instead, you’ll need to file a “Limited Liability Company Statement of Change of Resident Agent/Resident Office” form. See our section below titled “Massachusetts Amendments vs. Statement of Change.”

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. 

Amending a Massachusetts Corporation Articles of Organization

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

Step 1: Determine if you need to file an amendment to your Articles of Organization

In Massachusetts, the Articles of Incorporation is the paperwork that formally creates your business in the state; until it’s filed, your corporation doesn’t exist. When you get started, this form asks for a lot of information about your business, including:

• The name of the corporation
• A more limited business purpose (optional; covers “all lawful business” if left blank)
• Number, classes, and values of the shares of stock your corporation will be allowed to issue
• Preferences and rights of each class of shares
• Restrictions (if any) on transfer of shares
• Other provisions you wish to include
• Principal office address
• Name and address of the resident agent
• Names and addresses of the president, treasurer, secretary, and directors
• Signature(s) of authorized individual(s)

Generally speaking, if you need to make changes to that information, you’ll need to file an amendment with the Secretary of the Commonwealth.

Step 2: Identify and gather the information you need to file the Articles of Amendment

In Massachusetts, corporations that need to amend their formation documents will submit the Articles of Amendment. This form allows you to make a variety of changes, such as:

• Changing your directors
• Changing your company name
• Updating the number or classes of shares the corporation can issue
• Business purpose
• Directors and officers and their addresses
• Adding to, amending, or removing optional provisions you added to the original formation documents

It can be helpful to gather all of this information before you start filing your paperwork. For example, if you’re going to be updating the information for your shares, you’ll want to confirm how many shares you originally issued, how many you’re adding, and the classes in question. If you’re adding provisions, you’ll want to confirm that you’ve got the wording right.

In addition, Massachusetts asks for information about the vote that approved the amendment. Having all of this information on hand can streamline the filing process.

Step 3: File your Articles of Amendment with the Secretary of the Commonwealth

Next, you’ll file your amendment paperwork. Massachusetts allows you to download the paper version of the “Articles of Amendment” form and file by mail. Alternatively, you can file online with the Secretary of the Commonwealth. Either way, you’ll need to fill in the information you gathered in Step 2.

If you want to change the names and addresses of your directors and officers, your principal office address, your fiscal year end, or the type of business your corporation is engaged in, you’ll have to complete a different form: “Statement of Change of Supplemental Information Contained in Article VIII of Articles of Organization.”

At the time of this writing, the filing fee for the Articles of Amendment starts at $100 (increasing by $100 for every increment of 100,000 shares over 100,000). Once the form is processed, your amendment will go into effect.

It’s also important to note here that you can’t use the Articles of Amendment to make changes to your registered agent or their address (Massachusetts uses the term “registered agent” for corporations and “resident agent” for LLCs). Instead, you’ll need to file a “Statement of Change of Registered Agent/Registered Office” form for corporations.

Restated Certificate of Organization or Restated Articles of Organization vs. Amendments

Clutter can slow your business down. Massachusetts law allows you to declutter and consolidate your business filings by restating your Certificate or Articles of Organization to include amendments and supplements.

If you’re restating your LLC’s Certificate of Organization, you can do so online. You’ll need to pay a $100 filing fee (as of this writing) and supply the following information:

• your federal identification number;
• the name of the limited liability company, and if it’s changed, the name under which it was originally filed;
• the date of filing of the original Certificate of Organization;
• all the information that was required in the original Certificate of Organization;
• a clear indication of any amendments to be effected by the restated certificate, and if none, a statement to that effect; and
• that it was duly executed and is being filed in accordance with M.G.L. Chapter 156C, §19.

If you want to restate your corporation’s Articles of Organization, you’ll need to complete a Restated Articles of Organization form and submit it by mail or fax. The form asks for the following information:

• the name of the corporation
• the registered office address
• the date adopted
• who approved the changes
• the number of shares and their type and par value
• the preferences, limitations, and relative rights of each class or series of shares
• any restrictions on the transfer of shares
• any other legal provisions

You’ll need to include a filing fee, which is a minimum of $200, plus $100 per article amended. If you’re increasing the number of shares, you may have to pay additional fees. See the SOC’s website for guidance.

Massachusetts Amendments vs. Statement of Change

As mentioned above, you can’t use a Certificate of Amendment to make changes to your LLC’s resident agent or their address. Instead, you’ll need to file a “Limited Liability Company Statement of Change of Resident Agent/Resident Office” form. Corporations must use the “Statement of Change of Registered Agent/Registered Office” form to change their registered agent/office.

Massachusetts Amendments vs. Articles of Correction

If you made a mistake in your original formation documents, such as misspelling your business name or putting the wrong number on your address, most states will let you file Articles of Correction to fix this. But Massachusetts only allows this for corporations. LLCs will have to file a Certificate of Amendment.

Corporations with such errors can file Articles of Correction to fix them. This form is simpler than the full Articles of Amendment, but it can only be used to correct erroneous information. It cannot make substantive changes. If you need to make real changes, you’ll need to file the Articles of Amendment instead.

We can help you keep your Massachusetts business 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 back in good standing if you miss a step.