950 CMR, § 112.15 - Certificate of Amendment

(1) A certificate of organization may be amended by filing a certificate of amendment with the Division. An amendment to the certificate must be made to reflect:

(a) the designation of managers of a limited liability company which theretofore did not have managers;

(b) any change in the managers of a limited liability company or authorized signatories; and

(c) any change to any other information required to be included in the original certificate, except that any change pertaining to the resident agent or resident agent office, shall be made as provided in 950 CMR 112.13.

A manager, or, if there is no manager, then any member, who becomes aware that any statement in a certificate of organization was false when made, or that any matter described in the certificate of organization has changed, making the certificate false in any material respect, shall promptly amend the certificate to correct such matter.

A certificate of organization may be amended at any other time for any other purpose.

(2) The certificate of amendment shall set forth in the order provided in 950 CMR 112.15(2)(a) through (g):

(a) the federal employer identification number;

(b) the name of the limited liability company;

(c) the date of filing of the original certificate;

(d) the name of each manager and the business address if different from its office address. If there are no managers, include a statement to that effect;

(e) the name of each person authorized to execute documents to be filed with the Division and business address if different from the office address. At least one person shall be named if there are no managers;

(f) the name of each person authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property whether to be filed with the registry of deeds or a district office of the land court, if any, and the business address if different from the office address; and

(g) the amendment to the certificate.

(3) The certificate of amendment shall be accompanied by payment of a $100.00 fee.

Notes

950 CMR, § 112.15