How to Amend a Massachusetts Articles of Incorporation

If you’re a Massachusetts business owner, at some point you may need to change fundamental details about your business. From the day you first file your Articles of Organization with the Commonwealth of Massachusetts until the day you pass your business interest along to the next generation, a lot is subject to change. 

When public information about your business changes, you may need to file an amendment to your public documents. Here’s how to file a Massachusetts Articles of Organization amendment to keep your registered business on track for lasting success. 

Need to form your business first? Check out our Massachusetts corporation formation service.

What Are Massachusetts Articles of Organization?

Professional entities must file Massachusetts Articles of Organization (more commonly known in other states as Articles of Incorporation) with the state in order to become a recognized business. In Massachusetts, the Articles of Organization must contain at least the following information:

• A corporate name that includes the word “corporation” or some variation, like “inc.,” “corp.,” or “ltd.”
• The number of authorized shares 
• Any state-required supplemental information that isn’t a permanent part of the articles
• The signature of at least one person forming the corporation (the incorporator)

We can help you form your Massachusetts corporation or other registered business, like a limited liability company. Contact us today to see how we can help you streamline the process of starting your Massachusetts business.

Step 1: Determine if you need to change your Massachusetts Articles of Organization

Your up-to-date Articles of Organization are required by the state to recognize your corporation as a legal business. They’re also required so you can receive the benefits of being a corporation, which include things like limited liability for you and tax benefits for the corporation. If any Articles of Organization information needs to be changed or updated, or the corporation wants to add or delete articles, you’re required to inform the state.

In Massachusetts, the law governing corporations mandates that once a business makes updates to its Articles of Organization or is required to do so by its bylaws, it must notify the state. A few common reasons that a registered business entity would make changes to its Articles of Organization include:

• Updating public information for contact purposes
• Changing a registered agent for service of process
• Making changes for compliance and auditing purposes

If you’re struggling with understanding how to file an amendment to a corporation in Massachusetts, we can help you make sense of your obligations with our Worry-Free Compliance service. 

Step 2: Understand the pitfalls of not notifying the state of any changes

There is no fine for failure to notify the state of changes to your Articles of Incorporation. However, if your Articles of Organization aren’t kept current, Massachusetts won’t issue your business a Certificate of Good Standing when you need one. This certificate confirms that your business is in good standing with the laws and requirements of a corporation in the Commonwealth of Massachusetts. 

Without a Certificate of Good Standing, companies are typically unable to open bank accounts, obtain business credit, and/or keep or apply for business licenses. Failure to obtain a Certificate of Good Standing can also limit a company’s ability to expand into new states to raise capital in the future. 

Step 3: Keep your Massachusetts corporation compliant with an amendment 

Keeping your corporation compliant by filing a Massachusetts Articles of Organization amendment is easier than ever. The process can be done online, and we can be your helping hand throughout.

The Secretary of the Commonwealth requires that a corporation notify the state of the following changes:

• Adding or changing an article required or permitted by the corporation’s bylaws
• Deleting a provision no longer required by the Articles of Organization

Attach supporting documentation for the changes, and be as specific as possible.

Step 4: Report certain changes separately (if necessary)

There are some changes that will need to be reported separately. These include changes to supplemental information, like names and addresses of officers and directors. This information is reported on a Statement of Change of Supplemental Information form. Likewise, changing a registered agent or the registered agent’s office needs to be reported on a separate form. Making a correction to a typographical error also needs to be reported on a separate form known as Articles of Correction. 

Finally, Massachusetts allows a business to combine several of these forms into one with Amended and Restated Articles of Organization. But why go through all the hassle of trying to figure it out yourself? Let us help you through the confusing world of corporate amendments with our Worry-Free Compliance service, which includes up to two annual amendments. We also offer formation, amendment, and registered agent services (referred to as “resident agent” in Massachusetts). 

How we can help 

We are your trusted guide in forming, growing, and maintaining your business entity. Our formation, Worry-Free Compliance, amendment, and registered agent services can help you wherever you are in the growth cycle of your business. Contact us today to see how we can help your Massachusetts business thrive.