1. When Does an LLC 12 Form Have to Be Filed?
2. Can Members Participate by Electronic Means?
3. Knowing How to Change Articles of Incorporation
4. Knowing How to Restate Articles of Organization

Updated November 19, 2020:

Restated articles of organization are simply a modified version of the original. Limited liability companies, also known as LLCs, are permitted to make changes to their articles of organization. When such changes are made, they are referred to as amendments. The organization must file an LLC 12 form when amending the articles of organization.

When Does an LLC 12 Form Have to Be Filed?

There are several instances that do not require an LLC 12 form to be filed. However, for an LLC to change its name, during a change of management, or if there is a date change that affects an LLC, such as a dissolution date, then a formal amendment is needed. The amendment must be filed no later than 60 days after making the change. In the instance of dissolution, the filing would need to take place prior to that date.

There are other times when an amendment should be filed, such as changes that will affect the collection of taxes. Members of an organization may be notified of amendments to the articles of organization through regular or specially called meetings.

An organization is required to provide a notification of the time and location of the meeting, along with an agenda. A brief description of the amendment should be included as well. All members should receive the notification at least 10 days prior to the meeting. While this is standard, laws or bylaws may define specific procedures and timelines that vary from this.

Can Members Participate by Electronic Means?

Examples of electronic meetings include:

  • Skype.
  • Facebook video messenger.
  • iPhone FaceTime.
  • Google DUO.

In Minnesota, members are allowed to participate by electronic means, referred to as an electronic meeting. While organizations will vary in how to conduct such notices, it is always best to consult with an attorney when setting up virtual or electronic means of participation in meetings.

Unless the article requires differently, the amendment would need to be approved by a majority of the voting power of the members. In the instance that the amendment is meant to increase the required majority to a higher one, then the higher majority would need to approve it.

Knowing How to Change Articles of Incorporation

In Missouri, changing an article is extremely easy. The process consists of downloading the previously mentioned LLC 12 form from the Missouri secretary of state website. The form will request the name of the LLC; this must be the name registered in the records of the secretary of state. Other elements that must be included are the date the change was made and the date the change is effective.

There will be a space provided to describe the change made to the articles of organization, along with checkboxes, if the information applies. The form is mailed to the secretary of state to the address provided on the form, and the appropriate fee should be included.

Minnesota requires basically the same information to file for an amendment, with the exception that after the text is noted, a statement that it was adopted pursuant to Minnesota Chapter 322B must appear. The language that the company now wishes to include in the articles of organization is shown with the previous language as well. The filing fee in Minnesota is $35.

Knowing How to Restate Articles of Organization

An LLC company may restate the entirety of its articles of organization if it chooses at any time. There is a distinct difference between amending and restating. When a particular section of a bylaw needs clarification, then it may be restated. When members decide elements in the bylaws are no longer valid or relevant, adding the substitution or alteration, or omitting it from the bylaws, could amend them.

The members must approve a restatement that includes substantive amendments in the same way as any other amendment is approved. Only the boards of governors need to approve if the restatement combines all previous changes into one document. A person who has been authorized by the limited liability company to sign such documents must sign articles of amendment. A restatement will replace the old bylaws with a new set entirely, while an amendment replaces or supersedes certain provisions, keeping the original bylaws in effect.

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