Articles Of Amendment LLC: Everything You Need to Know
Articles of Amendment LLC are required documents that must be filed with your local Secretary of State when your business experiences a significant change in structure or leadership staff. 3 min read
Articles of Amendment LLC are required documents that must be filed with your local Secretary of State when your business experiences a significant change in structure or leadership staff.
Filing Your Articles of Amendment
One of the first steps you took when forming your company involved filing your Articles of Incorporation with the state in which you do business.
These articles of incorporation included the following items:
- The name of your business
- Your business structure:
- The name and contact information for your Registered Agent
- The date you began doing business
- Partner and shareholder information
Over time, your business may take unexpected turns, experiencing changes in leadership staff and even in the products and services you offer. When this happens, the original name and business model you established may no longer be a good fit for your company. When major events like this occur, they need to be reported to the state.
This is done by filing Articles of Amendment with the Secretary of State's Office. Any time your company experiences a change that affects the business or its members, amendments should be made both to the Articles of Incorporation, sometimes known as Articles of Organization, and the Operating Agreement on file with the state.
When to Amend LLC Documents
Normally, when changes need to be made to your LLC, you file LLC Articles of Amendment. Any changes to the registered name of your business will need to be made by filing that change directly with the state. This means that the state must issue formal approval before it can be put to use. You'll need to decide on a name that's not already used by another LLC in your state. This can be done by searching for the intended name in your state's registration records.
An alternative to changing the official name of your LLC is to simply change your DBA, or doing business as, name, with local city or county agencies. Changing your LLC name means you'll have to report this change to organizations like the IRS, but changing your DBA doesn't necessarily require this extra step.
LLC changes that require filing Articles of Amendment can include, but are not necessarily limited to changes of:
- Contact information for the LLC
- Stock information for the LLC
- The Registered Agent or their contact information
- The company's business address
- Leadership staff, such as the Director
- Number of authorized shares
- Business activities, such as products or services offered
- Financial structure
- Management structure (member-managed or manager-managed)
While most items you set forth in your original Articles of Incorporation can be changed through the act of filing an Article of Amendment, there are some exceptions. The filing date, organizer, and incorporator, for example, cannot be changed in this way. Likewise, the Registered Agent cannot be changed by filing Articles of Amendment. These changes will require you to file an amendment to the operating agreement with your Secretary of State.
Even though changes to things like membership and ownership of the company can be made internally, or without involving state agencies, in some states you may still be required to report any such changes. Changes in ownership or membership structure may include things like a significant change to the amount of ownership within the company, or when a member gains more than 20 percent of ownership.
It's important to understand when an amendment is needed and when it may not be necessary. In some scenarios, it might seem like you don't need to file an amendment, but you actually do.
For example, if an LLC member were to die, their share of ownership may be transferred to an individual of their choosing if they have a will in place. If a will doesn't exist, their share of ownership may be transferred to their of kin. If the operating agreement does not allow for this transfer of ownership, however, the instructions set forth in the agreement would take precedence. Whenever you're faced with an unusual situation and you're not sure if you need to file Articles of Amendment for your LLC, it's always a safe bet to consult an attorney.
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