Section 13. (a) A certificate of organization may be amended by filing a certificate of amendment thereto in the office of the state secretary. The certificate of amendment shall set forth:

lawyer at desk

Need help with a review of an LLC operating agreement?
Have it reviewed by a lawyer, get answers to your questions and move forward with confidence.
Connect with a lawyer now

Terms Used In Massachusetts General Laws ch. 156C sec. 13

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.

(1) the name of the limited liability company;

(2) the date of filing of its certificate of organization; and

(3) the amendment to the certificate of organization.

(b) A manager or, it 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 of organization false in any material respect, shall promptly amend the certificate of organization to correct such matter.

(c) A certificate of organization shall be amended to reflect (i) the designation of managers of a limited liability company which theretofore did not have managers or (ii) any change in the managers of a limited liability company or other authorized signatories.

(d) A certificate of organization may be amended at any time for any other proper purpose.

(e) Unless otherwise provided in this chapter or unless a later effective date, which shall be a date certain, is provided for in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the state secretary.

  Previous section
Next section  
 Chapter 156C Contents