How to file a Massachusetts LLC Amendment:
To amend your Massachusetts LLC you will have to file a Certificate of Amendment with the Massachusetts Secretary of the Commonwealth, Corporations Division (SOC). There is no SOC form for LLC amendments. LLCs have to draft their own amendments based on Massachusetts statutory requirements.
The LLC amendment has to include the:
Federal employer id number,
Name of the LLC,
Date the original certificate was filed,
Name and address of each manager,
Name and address of people authorized to execute documents if there are no managers,
Name and address of people authorized to execute, deliver, or record instruments regarding real property, and
Text of the amendment
Sign the certificate of amendment and submit it to the Massachusetts SOC by mail, fax, or walk-in. If you mail or walk-in the amendment, you will need original signatures. If you mail the certificate of amendment, specify on the envelope what type of document is enclosed. Include a personal check, cashier’s check, or money order with your amendment. If you file in person you may also choose to pay the filing fee in cash. Make checks, etc. payable to the Commonwealth of Massachusetts.
If you want to fax the LLC amendment for filing, you will have to visit the Massachusetts SOC website to get a Fax Voucher Coversheet. From the homepage, click on “fax filings” and then “create fax voucher coversheet” Fill in your contact and filing information and click “submit.” Print the Fax Voucher Coversheet/Confirmation. Fax the amendment and Fax Voucher Coversheet to the SOC. You will have to pay a fax expedite fee that depends on the amount of the filing fee. Fax filings must include MasterCard, Visa, debit card, or checking account information.
Can you re-state the initial articles instead of filing an amendment?
Yes, you can file a Restated Certificate of Organization any time. You can include a new amendment as long as you designate that is an "amended and restated certificate of organization." There is a $100 filing fee for a restated certificate.
Are there any specifics you can or can’t include with a Massachusetts LLC amendment?
You have to file an amendment if your Massachusetts LLC designates managers and did not previously have managers; to reflect any change in the managers or authorized signatories of the LLC; or to change any other information required to be included in the original certificate of organization.
How much does a Massachusetts Limited Liability Company amendment cost?
There is a $100 filing fee to amend your Massachusetts LLC certificate of organization.
If you fax the amendment, you have to pay an additional $9 fee for expedited processing.
How long does it take the state to process a Massachusetts Limited Liability Company amendment?
If you mail the amendment it will be processed in 3-5 business days. If you drop off documents in person, processing only takes 1-2 business days.
Faxed documents submitted during business hours are usually processed the same business day but can take about 48 hours if you submit after hours.
How will your Massachusetts LLC amendment be returned?
The Massachusetts SOC doesn’t send anything back to you. They will just post the filed LLC amendment on the SOC website (see link below). You can search the corporate database to find your LLC and view its filed documents.
You can also view rejected documents on the Massachusetts SOC website.
What state agency do you file an LLC amendment with?
Secretary of the Commonwealth
One Ashburton Place, 17th Floor
Boston, MA 02108
Phone: (617) 727-9640
Fax filings: (617) 624-3891
M-F, 8:45-4:00
Can you change the Massachusetts LLC members or managers on an amendment?
The short answer is yes, you can file an amendment to change member and manager information.
The Massachusetts LLCs certificate of organization must be amended to reflect changes to the managers of the LLC. You are also required to list the LLCs managers (but not the members) on the LLCs annual report.
You may file an amendment to change the members, but you probably wouldn’t. You are not required to list the members of a Massachusetts LLC in the certificate of organization or file an amendment if the membership changes.
Can you change the Massachusetts registered agent on the amendment?
No, the only way to change the LLCs Massachusetts resident agent is to file the statement of change form or make the change online. There is a $25 fee to file the paper form, but if you change your resident agent online there is no fee.
Can you change the principal office address and/or the mailing address on an LLC amendment?
Yes. You can change your Massachusetts LLCs principal business address by filing an amendment to the certificate of organization. You can always change the principal address when you file your LLCs annual report.
Massachusetts SOC - Forms:
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