How to Amend Articles of Organization in Maryland (2024) (original) (raw)

Amend Maryland Articles of Organization

Amendment of Articles of Organization is required when you make changes to your LLC. While forming an LLC in Maryland, you must file the formation document. At some point in time, if you might need to update/change any of the information shared in the Articles of Organization, you must file the Articles of Amendment with Maryland SOS.

To amend your Maryland Articles of Organization, you will need to follow a specific process, which typically involves filling out a form, paying a fee, and submitting the amended articles to the Maryland SOS. The process is not a lengthy one. In this article, LLCBuddy editors shared how to amend Maryland Articles of Organization without any hassle. Note that the process explained here is a generic process. It is recommended to consult a professional or attorney beforehand.

What is Articles of Organization in Maryland?

The Articles of Organization is a document that is required to form an LLC in Maryland. The document must be submitted online or by mail to the Maryland Secretary of State. Certain details need to be added while filing the Maryland Articles of Organization. The following are the points to be added to the formation document at the time of LLC registration-

articles of organization

How to Amend Maryland Articles of Organization

Changes such as name, physical address of the business, address or/and name of the Maryland Resident Agent, or any other changes listed above must be amended with the SOS. It is easy to amend the Articles of Organization in Maryland. There are three prominent steps to follow. The steps are as follows-

Step 1: Determine What Changes You Need in Maryland LLC

The first step is to determine what changes you need to make or if you need any changes. For some business experts, it is good to make structural or some other changes to upgrade your LLC after a point of time. For example, managers can change, LLCs can be restructured or move to other places, cities, or states, and you can also change the registered agent.

These are common changes that often occur in limited liability companies. If you have to make those changes, you must proceed with drafting the Articles of Amendment with Maryland Secretary of State.

Step 2: Draft the Maryland Articles of Amendment

The next step is to draft the Amendment. To Amend the Articles of Organization, you need the following-

Step 3: File Maryland Articles of Amendment

To file the Articles of Amendment in Maryland, you need either an online or offline form. You can do that online in most states by signing in to the Secretary of State’s official portal. To file the amendment in Maryland, you must fill up the form (online or offline) and send it back to the SOS (online or by mail).

For the online filing, the form must be submitted using the Maryland Secretary of State‘s portal. For offline (by mail) filing, the PDF form must be sent to the CoState Department of Assessments and Taxation, Charter Division 301 W. Preston Street; 8th Floor, Baltimore, MD 21201-2395. The amendment filing fee of $100 must be paid at the time of form submission.

Why Amend Articles of Organization?

There are six reasons why you need to file the Articles of Amendment in Maryland. Following are the six points to note-

Change of Maryland LLC Name: If you change the name of the LLC, you must file it with the SOS. LLCs do not often change the names, but in some cases, if they change it, they immediately have to inform the Maryland SOS through Amendment.

It is recommended to check if the name change is absolutely necessary. Because it can affect the whole business. In some cases, it is better to start a new LLC than change the name of an existing one.

Tip from LLCBuddy

Change of Maryland LLC Address: Like the business name, if the principal address of the LLC is changed or the company is moved to another place, then Maryland LLC has to file the amendment certificate.

Change of Registered Agent: A Registered Agent is the most important person in the LLC. However, when you change or remove the Registered Agent, you must file the amendment with the Maryland SOS.

Change of Maryland LLC Management: This is another important reason why one should file the Amendment Certificate. If the managerial structure changes in your LLC, it must be filed with the SOS. The new structure, manager, or change in ownership must be filed.

Change of the Purpose of Maryland LLC: The purpose of the LLC is mentioned in the Articles of Organization when it is filed. If the purpose is changed at any time, for example, a non-profit in Maryland changes to a for-profit organization, or vice-versa, it must be filed with the SOS.

Change of Maryland Tax Structure: The Maryland LLC classification of taxes is mentioned in the Articles of Organization at the time of registration of the LLC. Later, if the LLC wants to change the tax structure, it must file the amendment certificate with Maryland SOS.

Cost to File Maryland Articles of Amendment

The cost of filing the Amendment Certificate in Maryland is $100. For other types of filing costs, please visit the official website of Maryland Secretary of State.

Penalties for Not Filing Articles of Amendment

Failure to amend Maryland Articles of Organization can lead to legal issues against the LLC. Not filing the amendment certificate means non-compliance with the LLC in Maryland. Another consequence of not filing an amendment in Maryland is facing legal issues by violating state laws. For example, if a member-managed LLC becomes a manager-managed one in the future and the LLC does not file an amendment, it will be considered a violation of state law. Hence, the LLC might face legal issues.

FAQs

How do I amend my Maryland Articles of Organization?

You can amend your Maryland Articles of Organization by filing Articles of Amendment with the Maryland Department of Assessments and Taxation.

What information do I need to include in my Articles of Amendment in Maryland?

You will need to include the name of your LLC, the date your original Articles of Organization were filed, and details about the changes you are making.

Can I amend my Maryland Articles of Organization online?

No, you must file the Articles of Amendment by mail or in person with the Maryland Department of Assessments and Taxation.

How much does it cost to file Articles of Amendment in Maryland?

The filing fee for Articles of Amendment in Maryland is $100.

How long does it take to process an amendment to Articles of Organization in Maryland?

It typically takes 7-10 business days for the Maryland Department of Assessments and Taxation to process an amendment to Articles of Organization.

Do I need to notify any other agencies or entities when I amend my Articles of Organization in Maryland?

No, you only need to file the Articles of Amendment with the Maryland Department of Assessments and Taxation.

Can I change the name of my LLC when I file an amendment to Articles of Organization in Maryland?

Yes, you can change the name of your LLC by including the new name in the Articles of Amendment.

What happens if I need to make multiple changes to my Articles of Organization in Maryland?

You can include all necessary changes in a single Articles of Amendment filing with the Maryland Department of Assessments and Taxation.

Can I find a template for Articles of Amendment to use in Maryland?

Yes, the Maryland Department of Assessments and Taxation provides a template for Articles of Amendment on their website.

Do I need to get approval from members or managers before I can amend my Articles of Organization in Maryland?

It depends on your LLC’s operating agreement. Check with your LLC’s operating agreement to see if member or manager approval is required before amending the Articles of Organization.

Can I restate my Articles of Organization in Maryland instead of filing an amendment?

Yes, you can restate your Articles of Organization by filing Articles of Restatement with the Maryland Department of Assessments and Taxation.

Are there any restrictions on what changes can be made to my Articles of Organization in Maryland?

There are some restrictions on what changes can be made, such as changing the nature of the business or purpose of the LLC. Make sure to review the Maryland LLC Act before making any amendments.

Do I need to work with a lawyer to amend my Articles of Organization in Maryland?

It is not required to work with a lawyer, but they can provide guidance and ensure that your amendment is filed correctly.

Can I expedite the processing of my amendment to Articles of Organization in Maryland?

Yes, you can request expedited processing for an additional fee. Check with the Maryland Department of Assessments and Taxation for more information.

What do I do if there is a mistake on my Articles of Amendment filing in Maryland?

If you notice a mistake after filing, you can file an Amendment to Articles of Amendment to correct the error with the Maryland Department of Assessments and Taxation.

Can I amend my Articles of Organization after they have been dissolved in Maryland?

Yes, you can still amend your Articles of Organization even after dissolution. You will need to file a Certificate of Reinstatement before filing the Articles of Amendment.

How do I know if my amendment to Articles of Organization has been approved in Maryland?

Once the Maryland Department of Assessments and Taxation processes your filing, they will provide you with a stamped copy for your records.

Can I change the address of my LLC when amending my Articles of Organization in Maryland?

Yes, you can update the address of your LLC by including the new address in the Articles of Amendment.

What if I want to add a new member or manager to my LLC when amending my Articles of Organization in Maryland?

If you are adding a new member or manager, you will need to include their information in the Articles of Amendment.

Can I remove a member or manager from my LLC when filing an amendment in Maryland?

Yes, you can remove a member or manager from your LLC by including that information in the Articles of Amendment.

Do I need to get a new EIN when I amend my Articles of Organization in Maryland?

No, you do not need to get a new EIN when you amend your Articles of Organization. Your EIN remains the same.

Can I change the purpose of my LLC when amending my Articles of Organization in Maryland?

Yes, you can change the purpose of your LLC by including the updated purpose in the Articles of Amendment.

Can I amend my Maryland Articles of Organization if I have outstanding taxes or fees?

No, you must resolve any outstanding taxes or fees before amending your Articles of Organization in Maryland.

What if my LLC name is already taken in Maryland when I file an amendment to Articles of Organization?

If your desired name is already taken, you will need to choose a different name that is available for use in Maryland.

Can I make changes to the management structure of my LLC when filing an amendment to Articles of Organization in Maryland?

Yes, you can make changes to the management structure by including the updated information in the Articles of Amendment.

Are there any annual requirements to maintain my Maryland LLC after amending the Articles of Organization?

Yes, you will need to file an Annual Report with the Maryland Department of Assessments and Taxation each year to maintain your LLC.

Can I amend my Maryland Articles of Organization to convert my LLC to a corporation?

Yes, you can amend your Articles of Organization to convert your LLC to a corporation by following the necessary steps outlined by the Maryland Department of Assessments and Taxation.

What if I need to make urgent changes to my Articles of Organization in Maryland?

If you have urgent changes that need to be made, you can request expedited processing or consider submitting a Certificate of Amendment in person for faster processing.

Can I make changes to the ownership structure of my LLC when amending my Articles of Organization in Maryland?

Yes, you can make changes to the ownership structure of your LLC by including the updated ownership information in the Articles of Amendment.

Can I change the name of my LLC in Maryland by amending the Articles of Organization?

Yes, you can change the name of your LLC in Maryland by amending the Articles of Organization and filing Articles of Amendment with the state.

Also Read

In Conclusion

While running a limited liability company in Maryland, it might be possible to make changes. From the name of the business to the Resident Agent, the management of the LLC can be changed over time. Every time you make any changes, you must file the amendment. You must consider that changing LLC names should not occur more often unless it is totally required. The name is the first identity of your LLC; changing it frequently directly affects the company’s branding. Filing the Articles of Amendment is mandatory as well as crucial, and failure to do so can lead to legal issues and non-compliance with state laws.

This article shares all the important steps you need to follow to file the Articles of Amendment in Maryland. While you follow the steps shared in this article, make sure to consult a professional or attorney. If you are looking for a professional LLC formation service at $0, we recommend ZenBusiness. By following the steps outlined in this article and submitting the necessary documents to the Maryland Secretary of State, LLCs can successfully amend their Articles of Organization and maintain compliance with state regulations.