How to File a Massachusetts LLC Amendment
To update your Massachusetts LLC’s Certificate of Organization, you’ll need to file an Certificate of Amendment form with the Massachusetts Secretary of the Commonwealth, Corporations Division. You can file your Certificate of Amendment for $100. We’ll walk you through the Massachusetts LLC amendment process in our guide.
In this article, we'll cover:
Amending a Massachusetts LLC Certificate of Organization
The Certificate of Organization you file when you create a Massachusetts LLC with the Massachusetts Secretary of the Commonwealth, Corporations Division registers important information about your company with the state. This information needs to stay updated so your LLC can remain reachable for delivery service of process and other legal notices. You can change your LLC’s information by filing a Certificate of Amendment.
What can I change with a Massachusetts LLC Certificate of Amendment?
You need to file a Certificate of Amendment if you are designating managers for an LLC which previously was not manager-managed, or if the managers or authorized signatories of your LLC change. You can also use a Certificate of Amendment to change any other information required to be included on the original Certificate of Organization, including:
- LLC name
- LLC’s principal office address
- The general character of the business (the LLC’s purpose)
- Dissolution date (if you choose to specify one)
- The names and business addresses of LLC managers or other persons designated with the authority to sign documents for your LLC
You can also amend any additional provisions that were included on the Certificate of Organization.
Can I change my resident agent information with a Certificate of Amendment?
No, resident agent information can’t be changed with a Certificate of Amendment. Instead, you’ll need to file a Statement of Change. You can file those statements online for free through the Corporation Division’s online filing portal, or with a paper Statement of Change of Resident Agent/Office form for a $25 fee.
Can I restate my Certificate of Organization instead of amending it?
Yes, you can file a Restated Certificate of Organization any time. Restating articles is different from amending them—amending a Certificate of Organization changes, adds or subtracts from the existing articles but still includes the original content of the articles. Restating the Articles of Organization means writing an entirely new document that replaces the original.
You can include a new amendment in your restated Certificate of Organization as long as you designate that is an “amended and restated certificate of organization.” There is a $100 filing fee for a restated certificate.
Do I file an amendment if my Certificate of Organization has an error?
Yes. Unlike many other states which have a separate correction form in the event of an error, Massachusetts uses the same amendment process to fix errors in a Certificate of Organization as it does for changes and updates. Any manager or member of an LLC who learns of errors, false statements or inaccurate information in the LLC’s Certificate of Organization is required to promptly amend the certificate with a correction.
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Massachusetts Certificate of Amendment Form Information
Massachusetts requires you to provide some information about your LLC when you file a Certificate of Amendment:
- Your LLC’s federal employer ID number (EIN)
- Name of the LLC
- Date the LLC’s Certificate of Organization was originally filed
- Name and address of each manager
- If there are no managers, name and address of the person(s) authorized to execute documents
- Name and address of people authorized to execute, deliver, or record instruments regarding real property
File a Massachusetts LLC Certificate of Amendment
The easiest way to file a Massachusetts LLC Certificate of Amendment is online through the Secretary of the Commonwealth’s Corporation Division online filing portal.
You can also file by mail, in person, or by fax. The Corporation Division does not provide a form for paper filings, so you’ll have to provide your own amended Certificate of Organization document.
Mail and in-person filings:
Secretary of the Commonwealth
One Ashburton Place, Room 1717,
Boston, Massachusetts 02108-1512
Fax filings:
617-624-3891
Faxed Certificates of Amendment require you to create and send a Fax Voucher Cover Sheet with your document.
How much does a Massachusetts Certificate of Amendment cost?
It costs $100 to file a Massachusetts Certificate of Amendment. Mailed filings can be paid with a check or money order payable to “Commonwealth of Massachusetts.” In-person filings may be paid with cash, check or money order. Online or fax fees can be paid with a credit or debit card, or by e-check. Expedited processing is available for a $10 fee.
How long does it take to process a Certificate of Amendment?
Standard processing time for LLC filings takes between two and five business days in Massachusetts. Expedited document processing can usually be completed on the same day if received during business hours.
