Key Takeaways

  • Restated articles of organization replace the original LLC formation document with a fully updated version that incorporates all prior amendments.
  • Filing requirements vary by state, but restatements are often used to simplify records after multiple amendments.
  • Amendments address specific changes, while restated articles present a clean, consolidated version of the governing document.
  • Common reasons for filing include name changes, ownership structure updates, management revisions, or compliance with new state laws.
  • Member approval and state filing fees typically apply; electronic participation may be allowed depending on state law.
  • Restated articles can streamline legal compliance and provide clarity for business partners, lenders, and investors.

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.

Common Reasons to Restate Articles of Organization

LLCs typically choose to restate their articles of organization when there have been several amendments over time. Instead of maintaining multiple amendment documents, a restatement consolidates everything into a single, up-to-date filing. Some common reasons include:

  • Frequent Amendments: After multiple changes, the articles may become confusing. A restatement ensures clarity.
  • Business Expansion: Changing business purposes, services, or industry classifications may require an update.
  • Name or Address Changes: A restated filing can reflect new company names or principal office addresses.
  • Ownership or Management Updates: When members join or leave, or management structures change, restating keeps official records accurate.
  • Compliance with Law: States occasionally require restated articles to meet updated legal standards.

Restating articles not only ensures compliance but also demonstrates professionalism when dealing with banks, investors, and state agencies.

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.

Filing Requirements for Restated Articles of Organization

While the process varies by state, filing restated articles of organization generally includes:

  1. Drafting the Restated Articles: The new document must clearly state it is a “Restated Articles of Organization” and include the LLC’s exact name.
  2. Including Prior Amendments: The restatement must reflect all previous amendments so the document stands alone without referencing older filings.
  3. Approval by Members or Managers: States typically require majority approval, unless the operating agreement sets a higher standard.
  4. Filing with the Secretary of State: The restated articles are submitted along with the appropriate filing fee.
  5. Maintaining Records: A copy should be kept with company records and shared with relevant stakeholders.

Filing fees differ by jurisdiction; for example, some states charge the same fee as a regular amendment, while others may charge a reduced fee for a restatement.

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.

Difference Between Amendment and Restatement

It’s important to distinguish between amending articles and restating them:

  • Amendment: Updates one or more provisions of the articles (e.g., changing the registered agent). The original document remains valid with modifications.
  • Restatement: Replaces the entire articles of organization with a new version that consolidates all amendments into one governing document.

A restatement is particularly helpful for long-standing businesses that have undergone multiple changes. This provides a clear, single document for legal, financial, and compliance purposes.

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.

Benefits of Restating Articles of Organization

Restating articles offers several advantages beyond compliance:

  • Simplifies Record-Keeping: Consolidates multiple amendments into one document, reducing confusion.
  • Enhances Credibility: Lenders, investors, and business partners often prefer to review a single, current document.
  • Improves Transparency: Helps members and managers understand the company’s governing rules without searching through past amendments.
  • Avoids Legal Disputes: By clarifying provisions, restated articles reduce misunderstandings about ownership, voting rights, or business purpose.
  • Prepares for Growth: Restated filings ensure legal documents align with a company’s expansion into new markets or industries.

While not always legally required, restating articles of organization is considered best practice when significant or frequent changes have occurred.

Frequently Asked Questions

  1. What is the purpose of restated articles of organization?
    They consolidate all amendments and changes into one updated LLC formation document, ensuring clarity and compliance.
  2. Do I need to file restated articles if I only changed my LLC name?
    No, a simple amendment may be sufficient. Restated articles are recommended if multiple changes have been made over time.
  3. How much does it cost to file restated articles of organization?
    Filing fees vary by state, typically ranging from $35 to $300, depending on the jurisdiction.
  4. Do all members need to approve restated articles?
    Most states require majority approval, but the LLC’s operating agreement may set stricter requirements.
  5. Is restating articles of organization mandatory?
    Not always. States rarely require restatement, but many LLCs choose it voluntarily to maintain clear, consolidated records.

If you need help with restated articles of organization, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.