Foreign Limited Liability Companies: Amendment to Registration

(1) If any statement in the application for registration of a foreign limited liability company was false when made or any arrangement or other facts described have changed, making the application inaccurate in any respect, the foreign limited liability company shall promptly file with the Division a certificate signed and sworn to by an authorized person correcting or amending such statement. (2) The application for registration shall be amended by filing an amended registration certificate. An amendment to the registration certificate must be made to reflect: (a) the designation of managers of a foreign limited liability company which theretofore did not have managers; (b) any change in the managers or authorized signatories; and (c) any change to any other information required to be included in the original registration certificate, except that any change to the registered agent or registered office, shall be made as provided in 950 CMR 112.13. (3) The amended registration certificate shall set forth in the order provided in 950 CMR 112.23(3)(a) through (h). (a) the federal employer identification number; (b) the name of the foreign limited liability company, and if different, the name under which it proposes to do business in the commonwealth; (c) the jurisdiction where the foreign limited liability company was organized and the date of its organization; (d) the date it registered to do business in the Commonwealth; (e) the name of each manager and the business address, if different from its principal office location. If there are no managers, include a statement to that effect. 950 CMR - 394.3 (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 its principal office location; (g) the amendment to the registration certificate; and (h) if the amendment includes a change of the limited liability company's name, or the state or country of its formation, the amended registration certificate will be accompanied by an original certificate evidencing the changes issued, not more than 90 days prior to submission, by an officer or agency properly authorized in the jurisdiction of formation. If the certificate is in a foreign language, a translation thereof under oath of the translator shall be attached. (4) The fee for filing an amendment to registration shall be $100.00.