How to amend an llc

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Limited liability companies, or LLCs, are formed under state laws, which vary, but all basically require an operating agreement. This outlines ownership, allocation of profits or losses, fiscal and operating responsibilities of owners and management details. It might also include a provision for any changes or amendments. Not all states require formal filing of this agreement with a secretary of state or other agency, but most provide for voluntary recording. The Internal Revenue Service does not recognize an LLC as a tax entity, but requires notice of any change in the business name.

Step 1

Review the existing agreement and check state laws for requirements to amend an LLC operating agreement. Prepare the amendment or a complete substitute agreement, specifying the changes. Document any changes in ownership or membership, revisions in management structure or allocation of profits and losses.

Step 2

Clearly explain reasons for an amendment, such as changing the name to better reflect the nature of the business, additions of members to increase the LLC capital or deletions of members who left. Specify that the amended document supersedes any previous agreements.

Step 3

Have the amended document signed by LLC owners, called members. Follow state laws; most states require at least two-thirds of the members to approve any change, but some require approval by all members. File a copy with the IRS if a name change is involved, following rules for notices depending on whether the LLC is a sole proprietorship, a partnership or a corporation for tax purposes.

Step 4

File the amended agreement with the appropriate state agency, whether state law requires it or not. Take this step to help in dealing with banks or lenders, attorneys and accountants and potential investors or business partners.

  • IRS: Business Name Change
  • My LLC Agreement.com: Amending Your LLC Operating Agreement
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Bob Haring has been a news writer and editor for more than 50 years, mostly with the Associated Press and then as executive editor of the Tulsa, Okla. “World.” Since retiring he has written freelance stories and a weekly computer security column. Haring holds a Bachelor of Journalism from the University of Missouri.

Changing your LLCs formation documents is generally a simple and straightforward process.

by Roberta Codemo
updated February 16, 2021 · 2 min read

Reasons for changing your articles of organization can be simple as needing to change your company name or more complicated. Whatever your reason, completing and filing a simple form with the state is usually all you need to do to amend an LLC’s articles of operation.

How to amend an llc

Articles of Organization

As you no doubt know already, to form an LLC, members file articles of organization—also called a certificate of formation or a certificate of organization—with the state’s business filing office.

This is usually the Secretary of State’s office, but it can vary. For example, in Maryland, the office that regulates businesses is called the State Department of Assessments and Taxation, while in Arizona, it is called the Arizona Corporation Commission.

The articles of organization is a document that sets out basic information about the business. Typically, all you need to provide is:

  • the name and principal address of the LLC
  • the name and address of the registered agent
  • information about the owners, managers, and officers
  • a description of the business
  • signature or signatures of the organizer or organizers of the LLC and the manager or managers, if named

Because this information varies by state, always check with your state’s filing office for your state’s specific requirements. Once the document is approved, the LLC is legally created and registered as a new entity.

Articles of Amendment

To make any changes, the LLC must file articles of amendment—also sometimes called a certificate of amendment or a certificate of change—with the state.

The articles of amendment document is easy to prepare. Information typically required includes:

  • the business name as it appears on the articles of organization
  • the date of organization
  • the information being changed, such as a new LLC name or a change of business address
  • the exact text of the articles that the LLC is changing
  • the name and address of the registered agent
  • signature of the person authorized to sign off on all paperwork

Be sure to check with your state’s filing office regarding the specific information and forms required.

Restated Articles of Organization

Once an LLC has filed articles of amendment to change its original articles of organization, it needs to file restated articles of organization to make additional changes to its articles of organization.

The restated articles of organization include both the changes made by the articles of amendment and the new changes.

How to Amend an LLC Filing

When you form a limited liability company (LLC), you file articles of organization with your state’s governing body. Typically, you also create an operating agreement, which sets out the operations and management of your LLC. If you decide to alter your LLC, you must amend your articles of organization and your operating agreement. Here’s how.

How to amend an llc

1. Check state law.

Before you amend your LLC documents, check your state’s statutes and regulations on LLC amendments. Some states require consent from the LLC’s members before you can make changes. Some states may require you to follow additional steps when amending your LLC. Specific actions may require amendment, whereas other actions may not.

2. Refer to your forming documents.

After you check your state laws, check your articles of organization and your operating agreement. Your founding documents may have specific terms regarding LLC amendment. Be sure to follow the terms of your articles of organization and your operating agreement when amending your LLC.

3. Identify what you need to change and what you need to change it.

Understand what you need to amend. You must use specific state-required forms for certain amendments. For example, if you want to change your LLC’s name, you need to use a particular form required by your state. You also need to confirm that the name is available—just like you did when you picked your original LLC name. Once you change your LLC’s name with the state, you must revise your articles of organization and your operating agreement with your new LLC name.

If you make a change to your registered agent or the registered agent’s address, you have to complete a form with your state. You also need to amend your articles of organization, if required by your state, and your operating agreement.

3. Find out whether you need to report your changes.

Your state may not require you to report certain amendments to your operating agreement. However, the state may require you to report certain changes impacting ownership or membership status. You need to understand which types of amendments you must report.

4. Submit within the required timeframe.

Many states require that you file your amendments within a specific time frame—within 30 days of the change, for example. If you don’t file within the required period, you could face a penalty.

5. Provide the appropriate information and documentation.

If you amend your articles of organization, for example, complete the amendment to the articles of organization form for your state along with the effective date of the change and the signature of one of the members.

6. Submit your paperwork.

Send your form to the state department that registered your LLC. You may be able to file electronically depending upon your state’s rules. You may also have a filing fee depending on the amendment. Fees vary by state.

Once you file your LLC’s amendments and your state approves the amendments, don’t forget to update your website and your marketing materials (as needed). You may find that you have additional questions on updating your LLC. Hiring an attorney or using an online service provider to answer any questions you may have could save you time and money in the long run. Receiving additional legal guidance can position your LLC for success.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.

Can an LLC Operating Agreement Be Amended?

A limited liability (LLC) company operating agreement is a binding agreement that governs its structure and operations. The operating agreement is usually prepared when the LLC first forms and can be amended.

How to amend an llc

Requirements for Amending an Operating Agreement

LLC owners, called members, can amend the operating agreement if the required number of members approves the change and the LLC follows required procedures. To determine the specific rules for your LLC, review your existing operating agreement.

In most cases, the LLC operating agreement sets out the number or percentage of members that must agree to an amendment. If it does not, the laws of the state where your LLC does business provide a default rule. In many states, if there is no provision in the operating agreement regarding amendment, the members must unanimously agree.

The LLC’s operating agreement also usually contain provisions related to the procedures for voting for a change generally or a change to the operating agreement specifically. If not, you must once again look at state laws to determine whether there are any specific procedures you need to follow to ensure the amendment is valid and enforceable.

How to Amend an Operating Agreement

Once you are familiar with the requirements for amending your LLC’s operating agreement, you can amend the agreement by following these steps.

1. Draft the proposed amendment and hold a vote.

First, write the proposed amendment to your LLC operating agreement. You can write the amendment as a separate document and attach it to the original operating agreement or you can include it in a rewrite of the entire operating agreement. For clear record keeping, amend the entire agreement when you are making a lot of changes and reserve using the attachment style for minor amendments.

Next, present the draft amendment to the other LLC members for a vote. You must follow all applicable procedural rules from the LLC’s current operating agreement or state law.

2. Memorialize the vote and file the appropriate documents.

If the required number of members vote or submit written consent in favor of the amendment, memorialize the decision into a written resolution signed by all of them. You should also include if the vote and agreement occurred at an LLC meeting in the resolution.

Keep a copy of the approved amendment with LLC records. Clearly identify the effective date of the amendment to avoid future confusion about which version of the operating agreement is in effect.

The amended operating agreement does not need to be filed with the state business authority. However, certain changes made by the amendment—for example, changing the number of members—may require that you file an amendment to other documents, such the articles of incorporation. Exact requirements vary by state.

If you need assistance understanding the rules for amending an operating agreement or drafting the amendment, you should consult an online service provider. Alternatively, you may want to work with a small business attorney to revise your operating agreement and ensure its validity.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.

Watching your business grow and develop is very satisfying, but it may mean changes that affect its formal structure. If you have a limited liability company, you need to be aware of the common reasons to amend your LLC operating agreement. Get into the habit of reviewing your agreement after any significant company event. Once you have consent of all current members, you can amend it to reflect the changes.

We’ll take you through what you need to know about your LLC operating agreement and the reasons you may need to make changes to it.

What is an LLC Operating Agreement?

First thing’s first: An LLC operating agreement is a legal document that sets out the ownership and membership duties of a limited liability company (LLC). The agreement outlines the financial and working relations among business owners (referred to as “members”) and between members and managers. You are legally obliged to have an LLC operating agreement if your business is based in California, Delaware, Maine, Missouri, Nebraska, or New York.

Even if your business is not based in one of those states, however, you are strongly advised to have an LLC operating agreement for the following reasons:

  • If it’s a multi-member LLC (i.e., you have business partners), an operating agreement helps to avoid misunderstandings by clarifying partner roles and responsibilities.
  • If it’s a single-member LLC (i.e., you are the sole owner), an operating agreement gives your LLC credibility and helps to reinforce its limited liability status in the courts.

Why Might You Need to Amend Your Agreement?

The general rule of thumb is that if you change any information in your initial formation documents, you should file an amendment to those documents. Perhaps you want to pass your business on to your children, and you want to authorize and issue non-voting stock beforehand. Or maybe you want to change from a member-managed LLC to a manager-managed LLC. These are both reasons why you should file an amendment.

You likely won’t have to file amending documents with the state if you are simply altering provisions in the LLC’s operating agreement. If you ever choose to incorporate, however, you will need to meet higher compliancy standards as most states demand considerably more information in the articles of incorporation than they do in an LLC’s formation documents.

Manage/Change with E-Filing

Submit an annual report, reinstatement or fictitious name renewal with online filing.

Dissolve or Withdraw a Business

Dissolve or withdraw a profit or non-profit corporation, LLC or foreign entity.

Certification

E-File or authenticate a Certificate of Status online or request certification by mail.

Update Your Information

Submit changes to your email address, mailing address, FEIN or registered agent/registered office.

Reprint Check Voucher

Reprint the check voucher for your annual report, reinstatement, fictitious name registration or renewal.

Mind Your Sunbizness!

Manage/Change Existing Business

  • Manage/Change with E-Filing
  • Dissolve or Withdraw a Business
  • Certification
  • Update Your Information
  • Reprint Check Voucher
  • Mind Your Sunbizness!

How to amend an llc

Ron DeSantis, Governor
Laurel M. Lee, Secretary of State

Under Florida law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by phone or in writing.

Florida Department of State

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Use our LLC Operating Agreement Amendment to modify your original agreement.

Updated November 13, 2020

An amendment to an LLC operating agreement is an internal, written document that identifies which sections of the original Limited Liability Company (LLC) Operating Agreement will be modified or removed, or new sections to be added.

Before creating the amendment, review the original operating agreement to assure that it can be amended by the owners, and if there is a time frame or limitation for creating an amendment. For example, the original LLC operating agreement might state that it:

  • Cannot be amended; or
  • Can only be amended by a unanimous vote of the owners; or
  • Can be amended by a majority (simple, 2/3rds, etc.) vote of the owners; or
  • Can only be amended after the first year (or other time frame) of operations; or
  • Can only be amended in the fourth operating quarter of each business year.

Any limits or procedural requirements to amending an LLC operating agreement must be followed for the amendment to be legally binding.

1. What Should an Amendment to an Operating Agreement Include?

A simple LLC Operating Agreement Amendment should generally have at least the following:

  • The number of this amendment, i.e. the first amendment, the second amendment, etc.
  • Identification of the original owners
  • Identification of the current owners
  • The location of the business
  • The provisions being amended or changed
  • The provisions being eliminated or replaced
  • The new provisions
  • The date the amendments go into effect
  • The signatures of the owners.

Additional details can be useful in this document including:

  • Governing Law: which state’s laws apply in the event of a dispute
  • Original Agreement: a copy of the original agreement should be attached to the amendment since the non-modified terms are still in full force and effect.
  • Counterparts: when the owners cannot gather to sign the document, separate signature pages, or counterparts, may be used to complete the amendment process.

Amendment to LLC Operating Agreement Sample

The amendment to LLC operating agreement sample below details an agreement between the two members of ‘ABC, LLC.’, ‘Jesse L Melvin’ and ‘Kyle J Delgado’. The two agree to amending certain provisions of the operating agreement they had previously signed.

How to amend an llc

An Amended and Restated LLC Operating Agreement is an agreement that has been amended (changed) one or more times, but is now restated with the amendments incorporated into the operating agreement. This document helps to streamline the document and clarify its provisions.

2. When an LLC Amendment is Needed

Owners should amend their LLC Operating Agreement when its terms no longer reflect the responsibilities of its members, operations of the business, or asset contributions. Over time, the roles of specific owners are likely to change due to growth, shift in business focus, or skill set. As the business grows, a more formal, hierarchical structure may be best for managing day-to-day operations and long-term development. Also, some owners may invest additional capital into the company to support operations, and their individual investment must be acknowledged and protected. As these situations arise, an amendment to the original agreement is necessary.

You do not need to amend the LLC Operating Agreement every time a small change is made. Instead, assign an owner to track needed alterations to the agreement and address these issues in a single amendment process.

3. The Consequences of Not Using an Operating Agreement Amendment

An Amendment to an LLC Operating Agreement is essential to reflect the current operations of the company, as well as the responsibilities and ownership shares of the business members. In the absence of an amendment, the original operating agreement stands as the valid contract between the parties, and only the terms included in that agreement will be applied to disperse profits or make management decisions.

In this situation, new partners will not be entitled to any assets if the business is dissolved, and those partners who invested additional funds or assets will not receive compensation commensurate with their contributions. In addition, former owners could legally be entitled to receive the share of assets they were assigned in the original agreement, despite their absence from the company.

The LLC is more likely to fail or be dissolved in situations where the original LLC Operating Agreement does not reflect current ownership structures and member responsibilities. Without an amendment other issues, such as leadership shifts and profit-sharing changes, cannot be enforced in a court of law.

Disputes between owners will only be settled as per the original agreement, regardless of whether current operations are inconsistent with that document.

Drafting and ratifying an LLC Operating Agreement Amendment is not difficult or time-consuming, making it easy to provide legal protections to all of the owners.

4. Most Common Operating Agreement Amendment Situations

The LLC Operating Agreement Amendment is used whenever there is a change to the original agreement , either modifying existing terms or adding new ones as needed. It is most often used when:

  • An owner leaves the business
  • A new owner is added to the business
  • There is a change in the timing of distributions
  • There is a change in the percentage allocations of distributions
  • Additional capital is invested in the business
  • There is a change in voting rules in general or for a specific decision, i.e. unanimous consent or majority vote
  • Other managerial or financial changes that differ from the original Operating Agreement

The LLC Operating Agreement and any existing Amendments should be reviewed on at least an annual basis to determine if additional amendments are required.

There are two LLC management structures: member-managed or manager-managed. Make sure to keep all relevant parties up to date with changes.

Informing the appropriate agencies of your LLC’s address change is crucial so you can continue operating your business without a hitch.

by Jane Haskins, Esq.
updated March 17, 2021 · 4 min read

As a member of a limited liability company (LLC), you’re responsible for informing your state of any changes regarding your business’s status. If your LLC has a new address, or if you’re expecting one in a few weeks, you’ll need to update the articles of organization—or certificate of organization, depending on what your state calls it—and notify the proper agencies of your address change.

Failure to update the forms and inform the proper agencies can result in your LLC losing its license to operate, so notifying the proper agencies is critically important.

Here’s how to make the required changes.

How to amend an llc

Who to Notify About Your Address Change

If you’re going to change your business address, you must notify several agencies and other organizations that you’re changing the address. How to update your address includes doing the following:

  • Notify the IRS about your new address. The IRS has forms for this, which you can submit online by e-filing, or by mail. Form 8822-b is a one-page document that’s self-explanatory. It comes with instructions if you need additional information.
  • Change your articles of organization. As an LLC, you should have articles of organization, a certificate of formation, or a similarly-named document on file with your secretary of state. First, find your articles of organization. Then, check with the secretary of state to see what you need to file to change your mailing address. Pay any required fee. Even if you’ve decided to work from home or have a virtual business address, you must still inform the secretary of state of the address change.
  • File any required articles of amendment with the state. Each state has different filing requirements, so call your secretary of state’s office to find out if they require you to fill out certain amendment forms. You may need to pay a fee, depending on your state. Failure to file updated articles of organization or articles of amendment could cause the state to administratively end your right to do business in the state.
  • Notify the state tax agency about your business address change. If the state tax agency doesn’t have your new business address, you could miss important information, such as deadlines for paying certain taxes and fees. If you miss these dates, your LLC may have to pay fines and penalties.
  • Inform vendors and suppliers of your new address. When changing your LLC address, make sure you shut off utilities at your former place of business if you’re ceasing operations there, and set up new accounts or transfer accounts to vendors and suppliers at the new location. Vendors and suppliers can include anything from cable to electric, water, and sewer, to office suppliers, food services, decorating services, carpentry, soda machine vendors, telephone service, and anything else you need to keep your business operating.
  • Inform lenders of your new address. The lenders helped you get started as an LLC, and as a condition, you probably agreed to keep them apprised of any new address, so make sure to inform them of your address change.
  • Let the proper licensing agencies know about your address change. If you need a license to operate your business or a part of your business, make sure you get the required licenses to continue operating at your new location.
  • Notify insurance agencies. You’ll need to let insurance agencies, such as property and liability insurance, know if you’re leaving your current place of business, and you’ll need to obtain the same or similar insurance at your new location.
  • Notify state agencies about your LLC address change in all states in which you do business. It’s not enough to change the information in the state where you’re primarily doing business. You must notify all states in which your company does business of your new LLC address. Locate the papers from each state where you’re doing business, and follow through with updating the forms in each state. Call the secretaries of state if necessary.
  • Inform your customers or clients. While it’s necessary to inform state and federal agencies, it’s important to inform your clients of your new address or you’ll have missed business opportunities. Send out notices by email or letter to clients and customers in advance.
  • Change your address in the post office so the USPS forwards your mail. You want to ensure that you don’t miss important mail, so don’t forget this step. Failure to get required notices on time could result in fines or penalties.
  • Update your website. If you’re unable to do this, you can hire a website developer to do it for you.

Update the Forms No Matter Where You Relocate

Whether you change your business’s address to your home address or to another workplace address, it’s crucial to update the required forms with the IRS, the local tax agencies, and with vendors, suppliers, customers, and other agencies, or the state can dismantle your LLC. If you want help with these steps, you can hire an attorney to make the changes for you.

Make sure to change the forms as soon as you’ve changed your address, or, ideally, a week to a few weeks before your move. This way, every agency or vendor has sufficient notice so you can continue your business uninterrupted.