HOW TO AMEND AN LLC
OPERATING AGREEMENT and ARTICLES OF ORGANIZATION
Instructions for an existing LLC to amend the member(s) in the Operating Agreement
and Articles of Organization:
Operating Agreement defines each member(s) rights, powers and entitlements.
When LLC members wish to amend and existing operating agreement they create a
document titled "amendment" which leaves the prior agreement in force, however,
amends specific sections of the original operating agreement. Amendments are best for
small changes—please follow the steps below:
1) Make sure that the original Operating Agreement states it can be amended
at any time by the company members.
2) Then create an Amendment to the LLC Operating Agreement that states
the changes. Make sure that the amendment indicated the approval or
affirmative vote of all members that would be required to amend the
articles of organization. If you need a sample amendment form—please
contact our office at 1-800-231-7112.
Articles of Organization act as a charter to establish the existence of your LLC with the
state and set forth certain basic information about the new business. Filed as a single
document with the Secretary of State’s office (or similar state agency that handles
business registration). Once filed and approved by the state, the articles of organization
legally create the LLC as a registered business entity within the state. The contents of the
document are a matter of public record on file.
What is Included in the Articles of Organization?
No matter the type or size of your new business, most states require that an LLC's articles
of organization include, at a minimum, the following information:
• Your new LLC's name and address (principal place of business)
• The nature of the LLC's business (usually stated in broad language such as "to
engage in any lawful activity," in order to avoid limiting the LLC's business
prospects)
• Name and address of your LLC's registered agent, who will be authorized to
physically accept delivery of certain legal documents (including lawsuits) on
behalf of your LLC.
• Name(s) of manager(s) and members of the LLC, if known at the time of
filing.
To make changes to the Articles of Organization you will need to check with the
appropriate department in the state where the LLC was filed to get the amendment form
and filing instructions that is required in that state.
