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.
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:
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.
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.
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:
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:
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.
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.
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:
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.
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.
No. You can file without an attorney. But if you have any legal questions, an attorney is a great resource.
You report changes to any information in your original Certificate of Organization and corrections to any incorrect information in your Certificate of Organization.
Certificates of Amendment and Annual Reports require you to provide much of the same information. But Certificates of Amendment have to be promptly filed whenever there’s a change or correction, and Annual Reports must be filed on or before your LLC’s anniversary date.
It can take minutes to file a Certificate of Amendment. But processing can depend on the SOC’s workload.
Once you file your Certificate of Amendment, you can check its status on sec.state.ma.us/cor.
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