LLC Amendment: Everything You Need to Know
Filing an LLC amendment allows you to alter the terms of your limited liability company's (LLC) operating agreement. 3 min read
2. How to File an Amendment for a Tennessee LLC
3. Amend the Articles of Organization of a Florida LLC
4. Amendment or Restatement of Articles of Organization
How to Amend an LLC Operating Agreement
Filing an LLC amendment allows you to alter the terms of your limited liability company's (LLC) operating agreement. You can amend your company's operating agreement at any time, and any amendments that you make will not be available for public viewing.
An operating agreement is a private LLC document and does not need to be filed with your state when forming your company. Your operating agreement is simply meant to be an internal document that records any changes that have been made to the original agreement.
The only time you are required to submit articles of amendment is when you have changed your LLC's managers or members. In certain states, you will need to file an annual report instead of articles of amendment when changing the members of your LLC.
You can amend your operating agreement whenever and however you need, unless the amendments violate LLC rules in your state. Some companies find it easier to develop a brand-new operating agreement instead of continually making amendments to the original agreement.
How to File an Amendment for a Tennessee LLC
If your LLC is located in Tennessee, you will need to submit form SS-4247 with the Department of State when you wish to amend your operating agreement. The amendment form can be downloaded from the Department of State website, and can also be found in your LLCs online account. While using the Department of State form is a simple way to amend your operating agreement, you are also allowed to develop your own amendment articles.
If you wish to change the name of your LLC, you can do so in the first section of your articles of amendment. If you submit your documents by mail, processing will take between three and five business days. However, your documents will be processed the same day if you deliver them in person. Your articles of amendment will be stamped and filed once they have been accepted by the Department of State. An image of your article will be stored by the Department of State, and you will be given the original, as well as a letter of acknowledgment.
In the second section of your articles of amendment, you can:
- Change the registered agent of your LLC
- Change the principal address of your LLC
However, you cannot use your amendment articles to change your company's mailing address. To change your mailing address, you will need to contact the Department of State by mail or email, or you may visit in person.
Amend the Articles of Organization of a Florida LLC
LLCs in Florida can make amendments to their Articles of Organization by providing the Division of Corporation with amendment articles. According to Florida rules, the document that you submit should be legible whether it is printed or typed. Your amendment articles must also contain a specific effective date that is not before the filing date and is over ninety days after the filing date.
If you are filing articles of amendment to change the name of your LLC, the name that you choose should be distinct. Your LLC's new name should still include the phrase “limited liability company” or an abbreviation of this phrase. Searching the Division of Corporation's records will help you determine the availability of your new LLC name. If your new LLC name results in infringement, you are solely responsible. You can also amend the articles to change your registered agent, but your new agent must provide a signature accepting the position.
A $25 filing fee is required when amending your Articles of Organization.
When submitting your articles of amendment, you should also provide a cover letter that includes a return address and daytime phone number where you can be reached. Once your amendment is filed, you will be mailed a letter of acknowledgment.
Amendment or Restatement of Articles of Organization
You can amend your Articles of Organization at any time. The heading of your amendment document should include:
- The current name of your LLC
- Your Articles of Organization's filing date
- The amendment you are making to the Articles of Organization
- A delayed effective date if the amendment is not intended to be effective on the filing date
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