How To File An Amendment For A Massachusetts Corporation
Step By Step Guide To Massachusetts Corporation Amendments
How to file a Massachusetts corporation Amendment:
If you need to make changes to your Massachusetts articles of organization, file Articles of Amendment with the Massachusetts Secretary of the Commonwealth, Corporations Division (SOC). Amendment forms are available in your online account or on the SOC website. However, use of Massachusetts SOC forms is not mandatory. You can draft your own corporate amendments. Corporate documents filed with the Massachusetts SOC must be typed. Sign the amendment and submit it to the SOC by mail, fax or walk in. The Massachusetts SOC requires original signatures on mailed or walked in documents. If you mail the amendment, the envelope should specify the type of document enclosed. Mailed documents must be accompanied by a personal check, cashier’s check, or money order payable to the Commonwealth of Massachusetts.
If you want to fax your Massachusetts corporation amendment for filing, you will have to visit the Massachusetts SOC website to get a Fax Voucher Coversheet (see link below). From the corporations division 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, put it on top of the amendment, and fax the documents to the SOC. You have to pay an additional expedite fee for faxed documents. The expedite fee is based on the amount of the filing fee. When you fax file, you need to provide your Visa, MasterCard, debit card, or checking account information.
Can you re-state the initial articles instead of filing an amendment?
Yes. A corporation may restate its initial articles by filing Restated Articles of Organization. The restatement may include a new amendment. There is a $200 minimum filing fee to restate the articles. There is an added $100 fee for each article that is amended in the restatement. Additional fees apply to stock or share increases.
Are there any specifics you can or can’t include with a Massachusetts corporation amendment?
You can file an amendment to change any of the information in articles I-VI of the corporations articles of organization. This includes the corporations name, purpose, and information regarding stock. You can also delete any article that is not required to be in the articles of organization.
You have to file a Statement of Change of Supplemental Information Contained in Article VIII of Articles of Organization form to change the information in article VIII. This is the form you would file to change the names and addresses of officers/directors, fiscal year end, principal office address, or type of business of the Massachusetts corporation…. You cannot change the corporations Massachusetts registered agent on this supplemental form or by filing articles of amendment.
You can make the supplemental changes online for free.
There is a $25 fee to file the paper supplemental change form.
How much does a Massachusetts corporation amendment cost?
There is a $100 minimum fee per amendment.
Share increases cost $100 per 100,000 shares.
If you fax file, the expedite fee will depend on the total filing fee for the amendment. If you do not increase shares, the expedite fee is $9. If you do increase shares, the expedite fee will increase, and the fax coversheet will calculate the fees as you fill it out.
How long does it take the state to process a Massachusetts corporation amendment?
Mailed documents are processed in 3-5 business days. If you drop off documents in person, it only takes 1-2 business days.
Faxed documents are processed the same business day if submitted during business hours. If not, processing can take about 48 hours.
How will the Massachusetts corporation amendment be returned?
You need to put your contact information on the form, but Massachusetts SOC doesn’t send anything back to you. They just post the filed amendment on the SOC website. Do a search for your corporation and you can and view its filed documents.
You can also view rejected documents on the Massachusetts SOC website.
What state agency do you file an amendment with?
Secretary of the Commonwealth
One Ashburton Place, 17th Floor
Boston, MA 02108
Phone: (617) 727-9640
Fax filings: (617) 624-3891
Can you change the Massachusetts corporation officers or directors on an amendment?
No. You have to update officer/director information on the supplemental change of information form and/or the corporation’s annual report.
If a corporation fails to file the supplemental change within 30 days of a change in officers/directors, the officer or director involved may file a Certificate of Resignation of Director or Officer. The resigning officer/director has to submit one form to the corporation’s division and one to the corporation’s principal address.
There is a $25 fee to file either form, but you can change officer and director information online for free.
Can you change the Massachusetts registered agent on the amendment?
No. The only way to change your Massachusetts registered agent is to file a Statement of Change of Registered Agent form.
Can you change the principal office address and/or the mailing address on an corporation amendment?
No. You would file the Statement of Change of Supplemental Information form to change your corporations principal address. You can also make the change online, which is free.