Jon Morgan
Published by Jon Morgan | Co-Founder & Chief Editor
Last updated: August 3, 2023

It is crucial to keep a written internal document like an operating agreement, as it spells out the rules and regulations for your LLC. However, changes to an LLC's corporate documents should be done carefully and with legal advice from a law firm.

With years of experience in business law and expertise in LLC regulations, I’ve prepared a step-by-step guide to help you through amending an LLC operating agreement.

This guide will provide the necessary knowledge to navigate the amendment process smoothly, whether modifying ownership rights, updating financial provisions, or revising management roles.

Quick Summary

  • To amend an LLC operating agreement, draft a new operating agreement reflecting the changes, obtain signatures from all LLC owners, notarize the agreement, and file it with the state
  • An amendment is crucial for addressing changes in management, ownership, financial provisions, and other issues that arise after the formation of the LLC
  • Consulting with a lawyer and registered agent is advisable for major changes and legal compliance

Steps To Amend Your Original Agreement

A woman amending her LLC original agreement

The LLC operating agreement amendment is done by amending the agreement itself [1].

The operative clause will state that there can be changes to the document and must be written out in full.

1. Make a List of the Specific Changes That Need To Be Made to the Original Operating Agreement

These changes can include a new LLC member, a change in management, ownership interest, or company structure changes.

2. Draft a New Operating Agreement That Reflects These Changes

This document will supersede the old existing operating agreement. Ensure a lawyer reviews it to ensure it is legally sound.

3. Have All Members Sign It

You must get the signatures of all the owners and the member's votes to make changes to the LLC's operating agreement. If someone refuses to sign, you can go to court to get an order forcing them to do so.

4. Get It Notarized

To amend a document, a majority of the members must approve it. It is suggested you have your operating agreement notarized so that there will be a record of the changes.

5. File It With the State

  • If you are amending your articles of organization, you will file the amended document with the state.
  • If you are amending your LLC's agreement, you will file the amended document with the state.

When Do You Need To Modify Your Operating Agreement?

Two businessmen meeting outdoors

You need to modify your operating agreement for the following reasons:

  1. Change in Management or Ownership, whether it was member-managed or manager-managed.
  2. To comply with other agencies.
  3. To make the provisions more specific.
  4. To address new issues that have come up after the formation of your LLC.

Furthermore, adding or removing members, altering profit-sharing arrangements, or updating governance rules may require amendments to operating agreements.

The amendments will ensure your operating agreement remains accurate and aligns with your business's evolving needs.


How Long Does the Operating Agreement Amendment Last?

An operating agreement amendment typically lasts indefinitely unless specified otherwise in the amendment itself. They will be effective as soon as all members or managers of the business adopt them.

Who Can Amend the Agreement?

Any member or manager of the LLC can propose an amendment to the operating agreement. Ensure you review the agreement to understand the procedures and requirements for making amendments. This may involve obtaining mutual consent and following any specified protocols.

Where Do I File The Amendment?

You can file the amendments with the appropriate governing body or agency responsible for the specific context. If you’re amending articles of organization for a Limited Liability Company, you must file the amendment in the state where the LLC was initially formed.

Can I Amend My Original Operating Agreement If I Am Dissolved?

You cannot amend your original operating agreement if you’re dissolved.  The operating agreement must be reinstated, and the company must be reformed before amendments can be made.

It is advisable to consult with legal professionals familiar with your situation to understand the options and requirements for amendments after dissolution.

How to Make an Amendment to an LLC Operating Agreement

Making changes to the LLC's operating agreement through legal representation is important. It helps ensure your company is properly structured and organized, especially after major changes.

However, changes to the operating agreements are not simple. Before making any decisions, you can seek advice from IncFile who can help you out with filing the articles of amendment.

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