Starting or managing a Limited Liability Company (LLC) in Maryland requires a comprehensive understanding of not only how to set up the business entity but also how to maintain it legally. Over time, as business owners address changes within their LLC, such as shifts in membership, business name, or address, they must take action to file amendments. This guide details the 5 essential steps to file LLC amendments in Maryland, ensuring that your business remains compliant with state regulations and your LLC structure reflects the current state of your business.
1. Determine the Type of Amendment Needed
Before proceeding with the amendment process, you need to understand what changes require an official filing:
- Change of Business Name: If you decide to rebrand or simply change the name of your LLC, this amendment is necessary.
- Address Change: Moving your business to a new location in Maryland or changing the registered agent’s address requires an amendment.
- Members/Managers Change: If there are alterations in the LLC’s membership or management structure, you’ll need to file amendments to reflect these changes.
- Articles of Organization: Any changes to the initial articles such as the purpose of the business, operating agreement, or other key aspects must be amended.
- LLC Dissolution: If the decision is made to dissolve the LLC, this process involves its own set of amendments.
⚠️ Note: Each type of amendment may have specific forms or additional requirements. Ensure you are aware of these before filing.
2. Prepare the Amendment Documents
Once the type of amendment is identified:
- Review the initial Articles of Organization to see what needs to be changed.
- Complete the relevant form from the Maryland Department of Assessments and Taxation (SDAT):
- Form CM-01: Amendment to Articles of Organization
- Form CM-02: Statement of Change of Resident Agent or Principal Office
- Form DC-02: Articles of Amendment
- Draft a resolution or agreement if required by your operating agreement for changes to the LLC.
Ensure that all documents are clearly written, accurately filled, and correctly signed by an authorized member or manager.
3. File the Amendment with the Maryland SDAT
The filing process involves:
- Submitting the completed amendment form(s) along with the filing fee. The fee depends on the type of amendment, ranging from 10 to 100.
- Ensuring payment is made by check, money order, or e-check if filing online.
- Mailing or hand-delivering the documents to:
- Alternatively, filing online through the Maryland Business Express portal.
Maryland Department of Assessments and Taxation
Charter Division, Room 801
301 West Preston Street
Baltimore, MD 21201-2395
| Amendment Type | Filing Fee |
|---|---|
| Change of Business Name | $100 |
| Change of Registered Agent/Address | $25 |
| Change of Membership/Management | $100 |
| General Amendment | $100 |
🗒️ Note: Online filing may have a slightly lower fee and is generally faster than paper filing.
4. Update Internal and External Records
After filing with SDAT, the following steps are essential:
- Update your LLC’s operating agreement to reflect the amendment(s).
- Inform your bank, vendors, and any relevant business partners about the changes.
- Update your business licenses, permits, and any other official documentation that reflects the LLC’s information.
5. Await Confirmation and Publish
Once the amendment is filed:
- Wait for SDAT to process your filing, which typically takes 7-10 business days.
- You will receive a Certificate of Amendment from SDAT, confirming the changes have been recognized.
- If your amendment involves a name change, publish the amendment in a newspaper of general circulation in the county where your LLC is located, as required by Maryland law.
By following these five steps, Maryland LLC owners can ensure that their business records remain accurate, compliant, and reflective of the current status of their organization.
📚 Note: Always refer to the most current Maryland LLC regulations to ensure compliance with any changes or updates to the amendment filing process.
Remember, keeping your LLC up to date with amendments isn't just about adhering to legal requirements; it's also about safeguarding the identity and structure of your business. Whether it's a simple change of address or a significant alteration in management, taking the time to file properly will save potential headaches in the future.
How long does it take to process an LLC amendment in Maryland?
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The Maryland SDAT typically processes LLC amendments within 7-10 business days. This can vary based on the volume of filings and other operational factors.
What if I need to change the LLC’s name and address simultaneously?
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You would need to file two separate forms, one for each amendment. However, both can be submitted at the same time if mailing or through the Maryland Business Express portal.
Do I need to publish a name change amendment in a newspaper?
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Yes, Maryland law requires LLCs to publish any change of name in a newspaper of general circulation in the county where the LLC is located, after the amendment is approved by SDAT.
