How to Amend an LLC

Co-authored by Clinton M. Sandvick, JD, PhD

Last Updated: October 11, 2020 References

Members of a limited liability company, or LLC, usually create an Operating Agreement and Articles of Organization when registering their company. Both documents need to be amended when any alterations are made that impact the business or its members. If you are planning to make any changes to your company, you will need to learn how to amend an LLC Operating Agreement or Articles of Organization.

Part 1

Part 1 of 3:

Knowing When to Amend LLC Documents

1
File an amendment to change the LLC's name. If you are trying to change the legal name of your LLC, you will need to file for that change with the state. You will also need to wait to have the name approved before you can begin using it. To do so, you will need to find a name that is currently available in your state (not taken by another LLC) by accessing your state's LLC registration records. Then, you must file articles of amendment with the state to change your name.
- Alternately, you can simple change your "doing business as" (DBA) name with your county or city.
- If you change your LLC's name, you will need to notify other agencies of the change, like IRS and other state agencies.^{[1]
  X
  Research source}
2
Register a change in ownership or membership. An amendment to the operating agreement is required when a change to the managers or members of an LLC is made. Though this amendment is made internally (without the cooperation of the state), some states require that the LLC report any changes made to members. This includes the transfer of large amounts of ownership in the LLC as well (if an existing member now owns over 20 percent of the LLC).^{[2]
X
Research source}

Advertisement
3
File for other changes. You must also make amendments to your articles of incorporation if you change your address or your registered agent. You must make amendments to your operating agreement if you decide to make another change to them, like changing your LLC from member-managed to manager-managed or otherwise changing the financial or managerial structure of the LLC.^{[3]
X
Research source}
4
Know when an amendment is not needed. There are some cases in which it may seem like an amendment would be needed when, in fact, you do not need one. For example, if an LLC member dies, their ownership share is transferred to whoever they specified in their will or, in the absence of a will, their next of kin. However, if the operating agreement limits or prohibits such a transfer, the share will be handled according to operating agreement.

Part 2

Part 2 of 3:

Reviewing Amendment Rules

1
Make sure all members/manager agree on the amendment. Research the written consent requirements for the amendment. Some states require that all members agree before amending an LLC, while others require the majority to agree. A minority of states allow members to create their own rules for amendments.^{[4]
X
Research source}
2
Refer to your LLC's founding documents. A well-constructed operating agreement should have a defined method for proposing and finalizing amendments. If your agreement has these provisions, make sure to follow them closely through the amendment process.^{[5]
X
Research source}
3
Figure out when you must report amendments to the state. In general, changes to the Articles of Incorporation (the initial LLC document filed with the state) must be filed as Articles of Amendment and submitted to the state. The changes are then confirmed by the state before taking effect. These changes includes changes in name, address, or registered agent for the LLC. Changes made to the operating agreement, which is not filed with the state, can be made without state approval but then might have to be reported to the state after the fact.
- Reporting requirements vary by state. For example, some states may charge a fee for filing articles of amendment. Others require that any and all significant changes to an LLC be reported within a certain timeframe.
- Check with the relevant agency or department in your state to figure out exactly what you need to report and when.
- When reporting changes, some states may require you to re-state your articles of incorporation, while others just allow you to make the change on your annual report.^{[6]
  X
  Research source}
4
Check amendment announcement requirements. Certain states require that the an LLC publicize any changes made to its structure, name, or location. For example, some states require that you publish the change 3 times in a newspaper distributed in the county where your LLC is registered. Be sure to include these requirements in your amendment plan and follow them closely.^{[7]
X
Research source}

Part 3

Part 3 of 3:

Filing the Amendment

1
Amend the LLC within the time frame. Many states require that you file the amendment within a month (30 days) of the change. If you don't do so, you may face a fine or a more severe penalty.^{[8]
X
Research source}
2
Fill out an Article of Amendment to change your Articles of Organization. This form describes what the change is, and its effective date. If your LLC is member-managed, the form needs to be signed by a member. The Article of Amendment should be signed by a manager if your LLC is manager-managed. Articles of amendment templates are available online for free.^{[9]
X
Research source}
3
Send the form to the state department where the LLC is registered. This will be the same department or agency with which you originally signed up your LLC. Each state places LLC management under a different government body; some may use the Secretary of State while others give this power to the treasury. Visit the relevant government website to find an address to mail your articles of amendment to.
4
Pay the fees to change an LLC. Since you do not need to file the Operating Agreement with the state, you are only charged a fee to amend the Articles of Incorporation.^{[10]
X
Research source} The fee varies by state, and ranges from $40 to $150.
5
Update your company's marketing materials to show the changes. This may include business cards, website and/or fliers, depending on the information you changed.