Florida LLC Amendment: Everything You Need to Know
A Florida LLC amendment to change information in the original filing is possible by filing a Certificate of Amendment along with the filing fee.3 min read
2. Preparing a Florida LLC Change of Name Form
3. Changing Members of a Florida LLC
4. Filing an Amended Report
Updated November 24, 2020:
Requirements for Making Changes to an LLC
LLC Name Change
There are times when a correction to a name is necessary due to a typographical error or miscommunication. Like the situation where a Certificate of Amendment is necessary to change the name of a business, a Certificate of Correction is filed in the case of correcting a typo to the business name.
Updating Other Documents
Whenever a Certificate of Amendment is filed to change the legal name of the LLC from what it was at the time of the original filing, the name must also be changed on any records or documents. All government records pertaining to the LLC must be updated along with records including:
- The operating agreement
- Business licenses
- Tax filings
- Certificates of occupancy
Fictitious Business Name
An amendment is only necessary to change the LLC's legal name. If the purpose of changing the name is to use it as a trading name, instead of filing an amendment, you would apply a fictitious business name. An LLC has the right to conduct business under a fictitious business name, which is commonly referred to as "doing business as" (DBA). Applying a fictitious business name is an easy and less time-consuming process since no other records need to be changed.
Preparing a Florida LLC Change of Name Form
When preparing a change of name form, the following information is required:
- The old name of the LLC as it appears in the record for the state
- The date of filing of the Articles of Incorporation or Organization
- The document number assigned by the State of Florida
- The signature of either a member or their authorized representative
Once the form is completed and ready to be filed, the amendment form, a cover sheet, and a check for $25 made payable to the Florida Department of State are then mailed. The paperwork is mailed to the Division of Corporations, Registration Section, P. O. Box 6327, Tallahassee, FL 32314. Once filed directly with the State of Florida, the processing time of the form is approximately two weeks.
Changing Members of a Florida LLC
When changes are made to LLC members or managers, it is usually handled privately without a public filing via the operating agreement for the LLC. Determining who is authorized to make the changes is dependent upon whether the LLC is managed by its members or managers.
When an LLC is member-managed and wants to remove a member, all members including should sign a new operating agreement with a list of the members. It is important that the person being removed sign the new agreement along with the other members. If a new member is being added instead of removed, the new member needs only to sign a new operating agreement that lists all members, including the new one.
Making It Public
It is not required that changes to the members of an LLC be filed with the State of Florida, but the changes must be made public. The changes can be reported by filing either an Articles of Amendment or Amended Annual Report with the Secretary of State.
Filing an Amended Report
Follow these steps to file an amended annual report:
1. Visit the Division of Corporations SunBiz website and follow the instructions for filing an annual report.
2. You will need a document number, which can be found on the search page on the Sunbiz website.
3. If you have not filed your current annual report for the year, you can do it while you're on the page and report all the LLC members or managers, including those who were changed. If you've already filed your annual report for the year, you'll be prompted to continue. Follow the instructions. To make any changes, type over the existing text to update the information. Include any information requested, such as the name of the registered agent and your name as the member/manager, and submit.
4. The fee to file an amended annual report is $50 ($138.75 if filing a regular annual report). Processing takes 1 to 5 business days.
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