How to Amend an LLC

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Limited liability companies, or LLCs, are formed under state laws, which vary, but all basically require an operating agreement. This outlines ownership, allocation of profits or losses, fiscal and operating responsibilities of owners and management details. It might also include a provision for any changes or amendments. Not all states require formal filing of this agreement with a secretary of state or other agency, but most provide for voluntary recording. The Internal Revenue Service does not recognize an LLC as a tax entity, but requires notice of any change in the business name.

Step 1

Review the existing agreement and check state laws for requirements to amend an LLC operating agreement. Prepare the amendment or a complete substitute agreement, specifying the changes. Document any changes in ownership or membership, revisions in management structure or allocation of profits and losses.

Step 2

Clearly explain reasons for an amendment, such as changing the name to better reflect the nature of the business, additions of members to increase the LLC capital or deletions of members who left. Specify that the amended document supersedes any previous agreements.

Step 3

Have the amended document signed by LLC owners, called members. Follow state laws; most states require at least two-thirds of the members to approve any change, but some require approval by all members. File a copy with the IRS if a name change is involved, following rules for notices depending on whether the LLC is a sole proprietorship, a partnership or a corporation for tax purposes.

Step 4

File the amended agreement with the appropriate state agency, whether state law requires it or not. Take this step to help in dealing with banks or lenders, attorneys and accountants and potential investors or business partners.

• IRS: Business Name Change
• My LLC Agreement.com: Amending Your LLC Operating Agreement
• The Company Corporation: Bylaws and Operating Agreements
• NOLO: The LLC Operating Agreement
• Northwest Registered Agent LLC: LLC Operating Agreement Amendment

Bob Haring has been a news writer and editor for more than 50 years, mostly with the Associated Press and then as executive editor of the Tulsa, Okla. “World.” Since retiring he has written freelance stories and a weekly computer security column. Haring holds a Bachelor of Journalism from the University of Missouri.

If your LLC’s name isn’t working anymore, you can change it in a few easy steps.

by Jane Haskins, Esq.
updated September 04, 2020 · 3 min read

Like everything else in the world, business names sometimes need to change.

What seemed perfect when you formed your LLC may not feel right anymore. Perhaps it contains the name of a business partner who has left. Maybe it doesn’t reflect your current business or branding strategy. Or maybe you’d just prefer something else.

Whatever the reason, you can easily change your LLC’s name by filing paperwork with your state agency that handles business filings.

The most difficult and time-consuming part of an LLC name change is altering your LLC’s name on all your business accounts, contracts and marketing materials.

Here are the steps to take to change an LLC name:

Find Out if Your New Name Is Available

Before attempting an LLC name change, it’s wise to make sure the name is available in your state. In most states, you can conduct an LLC name search online at the website of the secretary of state or other business filing agency.

You’ll need to choose a name that is different than any other corporation or LLC names in your state.

Approve a Resolution to Change Business Name

Your LLC’s owners, or members, should formally approve the name change. Check your LLC operating agreement to see how your LLC decides important matters. You may be required to have a formal meeting of the members, or you may be able to reach a more informal agreement. Write up a resolution approving the name change and keep it with your LLC’s official records.

Amend Your Articles of Organization to Change LLC Name

When you formed your LLC, you filed articles of organization with the state. To change an LLC name, you must amend those articles. Each state has its own amendment form. You can contact your state’s business filing agency or search “change name of LLC” on their website to find out which form you need to use in your state.

Once you have filled out the appropriate form, you must submit it to the state, together with any required filing fee.

Amend Your Operating Agreement

You should also amend your internal LLC operating agreement to reflect your LLC’s new name.

Notify Taxing and Licensing Agencies

If you have business licenses, you’ll need to notify the agencies that issued those licenses, so they can update their records. You may need to show them a certificate from the state approving the name change.

You must also notify federal, state and local taxing authorities.

Change the Name on Business Accounts

You’ll need to change your LLC name on your business bank account and order new checks and credit cards.

In addition, you should notify the people you regularly do business with, including vendors, suppliers, landlords, lenders and insurance agents.

In some cases, you may need to amend contracts to reflect your new business name.

If you use invoices, estimate forms, purchase orders or any type of form contract, make sure you change these forms to reflect your new business name.

Don’t forget to update your website terms and conditions and privacy policy and any online forms.

Change the Name on Everything Else

Once your name change has been approved by the state, you can begin telling the world about your new name. That might mean changing signage, brochures, forms, your website, business cards and stationery—anything that still uses your old name. You may also need to advertise your name change so that customers know they’re still dealing with the same company.

Legally changing your LLC’s name is as simple as filling out and filing a form. But before you embark on a name change, be sure it makes good business sense. Remember, you’ll also be spending time and money changing bank accounts, business licenses and forms, websites and marketing materials.

Although it’s rare to make changes to your LLCs formation documents, doing so is generally simple and straightforward. Find out how to amend your business’s formation documents.

by Roberta Codemo
updated September 22, 2020 · 3 min read

A limited liability company (LLC) is a legal entity that exists separate from its owners, who are called members. One of the reasons that LLCs are popular with small business owners is that, similar to corporations that are formed by articles of incorporation, they offer limited liability protection. To form an LLC, the members file articles of organization with their state’s business filing office, usually the Secretary of State. Once the paperwork is approved, members then file articles of amendment to make changes either to the LLC or the corporation.

Articles of Organization

To form an LLC, members file articles of organization—also called a certificate of formation or a certificate of organization—with the state’s business filing office. This is usually the Secretary of State’s office, but it can vary. For example, in Maryland, the office that regulates businesses is called the State Department of Assessments and Taxation, while in Arizona it is called the Arizona Corporation Commission.

The articles of organization is a document that sets out basic information about the business. Typically, all you need to provide is:

• the name and principal address of the LLC
• the name and address of the registered agent
• information about the owners, managers, and officers
• a description of the business
• signature or signatures of the organizer or organizers of the LLC and the manager or managers, if named

Because this information varies by state, always check with your state’s filing office as to the requirments. Once the document is approved, the LLC is legally created and registered as a new entity.

Articles of Amendment

The articles of organization is a simple document that rarely needs to be amended. However, if amendments are needed, such as a change in the company name, the LLC must file articles of amendment—also sometimes called a certificate of amendment or a certificate of change—with the state.

The articles of amendment document is easy to prepare. Information typically required includes:

• the business name as it appears on the articles of organization
• the date of organization
• the information being changed, such as a new LLC name or a change of business address
• the exact text of the articles that the LLC is changing
• the name and address of the registered agent
• signature of the person authorized to sign off on all paperwork

Be sure to check with your state’s filing office as to the specific information and forms required.

Restated Articles of Organization

Once an LLC has filed articles of amendment to change its original articles of organization, it has to file restated articles of organization to make additional changes to its articles of organization. The restated articles of organization include both the changes made by the articles of amendment and the new changes. You must fill in the exact name of the business and note the additional changes.

Articles of Incorporation

When you incorporate a business, you need to file articles of incorporation to form a corporation. These differ from articles of organization, which are used to form an LLC. However, both can be amended through articles of amendment. Articles of organization are filed if you are starting a LLC, while articles of incorporation are filed if you are starting a corporation.

The articles of incorporation document establishes the corporation as a separate business entity apart from the owners with the state’s filing office. Every state has its own form. State law requires businesses to include certain information, such as:

• the name and principal address of the corporation
• the corporation’s purpose
• the duration of the corporation
• the name and address of the registered agent
• information about the number and types of stock the corporation is authorized to issue
• signature or signatures of the incorporator or incorporators of the corporation and the director or directors, if named

Once the paperwork is approved, the state issues a certification of formation.

Amending Articles of Incorporation

Articles of incorporation are very basic documents that don’t have to be amended except to change something major, such as the name of the corporation. The articles of amendment of articles of incorporation—also called a certificate of amendment—must be filed with the state’s corporate filing office. The business must provide the following information:

• The name of the corporation
• The text of each amendment adopted
• The date of adoption of each amendment

While the above documents are usually relatively easy to prepare yourself, if you need help, you can hire an online service provider for assistance.

Filing an LLC amendment allows you to alter the terms of your limited liability company’s (LLC) operating agreement. 3 min read

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

If you need help filing an LLC amendment, you can post your legal needs 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.

More In File

A Limited Liability Company (LLC) is a business structure allowed by state statute. Each state may use different regulations, you should check with your state if you are interested in starting a Limited Liability Company.

Owners of an LLC are called members. Most states do not restrict ownership, so members may include individuals, corporations, other LLCs and foreign entities. There is no maximum number of members. Most states also permit “single-member” LLCs, those having only one owner.

A few types of businesses generally cannot be LLCs, such as banks and insurance companies. Check your state’s requirements and the federal tax regulations for further information. There are special rules for foreign LLCs.

Classifications

Depending on elections made by the LLC and the number of members, the IRS will treat an LLC as either a corporation, partnership, or as part of the LLC’s owner’s tax return (a “disregarded entity”). Specifically, a domestic LLC with at least two members is classified as a partnership for federal income tax purposes unless it files Form 8832 and affirmatively elects to be treated as a corporation. For income tax purposes, an LLC with only one member is treated as an entity disregarded as separate from its owner, unless it files Form 8832 and elects to be treated as a corporation. However, for purposes of employment tax and certain excise taxes, an LLC with only one member is still considered a separate entity.

Effective Date of Election

An LLC that does not want to accept its default federal tax classification, or that wishes to change its classification, uses Form 8832, Entity Classification Election PDF , to elect how it will be classified for federal tax purposes. Generally, an election specifying an LLC’s classification cannot take effect more than 75 days prior to the date the election is filed, nor can it take effect later than 12 months after the date the election is filed. An LLC may be eligible for late election relief in certain circumstances. See About Form 8832, Entity Classification Election for more information.

When to File, Where to File, and What Form to Use

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If you’ve made a mistake on your business tax return, you can file an amended business tax return, but the type of form you file depends on your business type.

If your business is a pass-through type and the tax bill of the business passes through to you on your personal income tax return, you must file an amended personal tax return.

The pass-through business types are the sole proprietorship, limited liability company (LLC), partnership, and S corporation.

Who Needs to File?

You must file an amended business tax return if:

• You made a substantial error on your return that will affect your tax liability.
• You received new information that needs to be included.

You DON’T need to file an amended return if:

• Your errors were just math errors—the IRS will make the changes.
• You forgot to attach tax forms—the IRS will ask for these.

When to File

In general, the IRS says you must file within three years from the date you filed your original return—or with two years from the date you paid the tax, whichever is later.

Filing an amended business tax return should be done as soon as you discover the error. If you must pay more taxes, file the amended return as soon as possible to avoid fines and penalties. If you are due a refund, you have three years from the date you filed your original return to claim it.

What Form to Use

If you need to amend your business tax return, follow the procedure outlined below. Where and how to file an amended return depends on your business type.

Note: For all forms, you must wait until the original return has been filed before you file an amended return. For a credit or refund, you must file within three years (including extensions) after the date you filed your original return or within two years after the date you paid the tax, whichever is later.

Sole Proprietor or Single-Member LLC

File an amended return on Form 1040x by sending the return (you cannot e-file an amended return), including changes to Schedule C and any other schedules, to the appropriate address on Page 4 of the instructions.

Corporation

File an amended return on Form 1120x by sending the return, along with any schedules that changed, to the address where you filed your original corporate tax return. You can find this address on page 3 of the instructions for Form 1120.

Partnership or Multiple-member LLC

File an amended return on Form 1065 by sending the return, along with any schedules that changed, to the address where the original return was filed. You can find this address on the instructions for Form 1065.

S Corporation

File an amended return on Form 1120s by sending the return, along with any schedules that changed, to the address where the original S corporation tax return was filed. You can find the appropriate address on Page 3 of the instructions for Form 1120s.

I recently wrote about the importance of creating an Operating Agreement for LLC’s (Limited Liability Companies). While no state actually requires an LLC to have an Operating Agreement, it’s an essential document for managing the company in the years ahead. The Operating Agreement is much like corporate bylaws: it sets the rules for how the company will be governed; it spells out how decisions are to be made and everyone’s roles and responsibilities. By doing so, it can help prevent conflict and misunderstandings among owners.

Whether you hastily drew up your Operating Agreement when you first launched your business, or you carefully reflected on every word with a lawyer, the fact is that any business evolves over its lifetime and situations will change. You need to make sure that your original Operating Agreement is continually updated to reflect these changes.

Changing Your LLC Operating Agreement

In this article, we’ll discuss when and how you should modify your LLC’s Operating Agreement. This is one of those administrative tasks that is great to knock out before the end of the year:

When do you need to modify an LLC’s Operating Agreement?

You need to amend your Operating Agreement any time there’s a change to your business arrangement, such as …

• A new member is added or a current member leaves
• The timing of the distributions changes
• You want to change the percentage allocation of the distributions
• You add more capital to the business
• You change your governance from member-managed to manager-managed (or vice versa)
• You make any other managerial/financial changes that are spelled out in the original Operating Agreement

How Do You Change Your Operating Agreement?

Amending your LLC’s Operating Agreement is a pretty straightforward task: members need to approve the change and then you need to document it. Amendments don’t need to be filed with the state; you just need to keep the amendment with your Operating Agreement as an internal document.

Vote On/Approve the Change

Your Operating Agreement may have spelled out the procedure for making changes. For example, the Operating Agreement might stipulate that unanimous consent of members (100 percent) is required to make a change, a super majority (e.g. two-thirds), or just a majority (over 50 percent). You’ll need to make sure you follow these rules; otherwise, your amendment won’t be valid and a member might sue.

If you didn’t define the procedure in your Operating Agreement, then you’ll need to follow the laws of the state. Some states require all members to approve the amendment, while other states just require a majority. You can check with your state’s Secretary of State office to find out the rules for your particular state.

Creating your amendment is simple. You’ll want a written document that states that it is modifying the existing Operating Agreement. Then, write out the entire amendment as clearly as possible… you don’t have to worry about making it sound “legal”; it’s more important that it’s easy to understand and there’s little to no room for misinterpretation. Be sure to refer specifically to the sections of the original agreement that you are amending. Have each member (or approving member) sign the amendment.

Again, you do not need to file this amendment with the state. Just keep it at your place of business along with your other official company documents.

In addition to amending your Operating Agreement from time to time, you may also need to amend your LLC’s Articles of Organization. This is the document you initially filed with the state to form your LLC. Some of the most common reasons to amend your Articles of Organization are if you officially change your LLC’s name, address, or registered agent.

Keeping your LLC documentation up to date is a simple task that can take just minutes to complete. It’s easy to overlook these administrative duties in the midst of running a growing business, but they’re important steps to staying compliant with the state, as well as avoiding any conflicts, even lawsuits, from members.

AMENDMENT TO OPERATING AGREEMENT

This Amendment to Operating Agreement for ___________________________________, (the “Company”) is made and entered into on this ___________ day of _________________________________________, 20_____, by ______________________________________________, an individual with an address at ________________________________________________________________________, ______________________________________________, an individual with an address at ________________________________________________________________________, and __________________________________________, an individual with an address at ________________________________________________________________________,(collectively the “Members”), with reference to the following facts. All capitalized terms not defined in this Amendment will have the meaning ascribed to them in the Operating Agreement dated as of the ______ day of _____________________________________, _________, (the “Agreement”).

The Members formed the Company in accordance with the laws of the State of ___________________________________________, and in connection therewith the Member entered into the Agreement.

The Members desire to adopt and approve the following provisions and incorporate them into the Agreement, effective as of the date of this Amendment

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound, the Members agree as follows:

Amendment to Agreement

Upon execution of this Amendment, the Agreement will be amended by adding the following member:

(New Member name:) ________________________________________________
(New Member address:) ______________________________________________

Except as otherwise provided herein, all other terms and conditions of the Agreement will remain in full force and effect.

SIGNED AND AGREED this ______ day of _____________________________, 20_____.

(Member name:) _____________________________________________________
(Member signature:) __________________________________________________

(Member name:) _____________________________________________________
(Member signature:) __________________________________________________

(Member name:) _____________________________________________________
(Member signature:) __________________________________________________

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Amending a single member LLC is often easier than amending a multiple member LLC because single member LLCs do not require operating agreements. However, many single member LLCs choose to create an operating agreement to differentiate the owner from the LLC entity. Before you begin attempting to amend your single member LLC, you should find copies of your LLC registration forms, any correspondence with the attorney or other individual who formed your LLC, and a copy of your operating agreement, if applicable.

Step 1

Determine what aspects of your LLC registration you wish to amend. Many aspects of an LLC can be amended, such as the stated business activity of the LLC, the primary address of the LLC or the duration of the LLC. However, you might not be able to change some aspects, such as the name of the LLC, depending on your state.

Step 2

Contact your attorney or your formation service to determine if alterations to your LLC require special steps or alterations to your LLC operating agreement.

Step 3

Locate the correct form for making amendments to your LLC in your state. These forms can generally be obtained from your state’s secretary of state or corporation bureau.

Step 4

Complete an LLC amendment form by providing your state with the name of your LLC, your address, the date your LLC was created, the substance of the amendment, the effective date of the amendment and any other information required by your state. Please note that the information required by states will vary.

Step 5

Submit your form to your secretary of state and pay the applicable filing fee. Filing fees will vary by state.

Step 6

Check to see if your state requires you to publish a notice of amendments to your LLC in local trade or business publications. If notice is required, be sure to comply with all requirements.

Amendments can be made to your limited liability company in Florida. Should you wish to amend your Articles of Organization, we can prepare Articles of Amendment for your review, approval and filing.

An amendment can be filed to change the name of the company, the registered agent for the company or any other provision in the Certificate of Formation for an LLC.

• LLC name
• Business address
• Florida registered agent
• Name and address of the managers/members

What needs to be provided?

The complete cover letter and the Articles of Amendment to the Articles of Organization and the filing fee. In Florida, it costs $25 and must be sent to the Department of State by mail or delivered in person. If the state approves the filing, you will receive a letter that acknowledges the amendment has been filed.

1. Fill out a simple online form
2. We prepare and file your LLC
3. You receive your LLC package

When deciding where to form your company, consider that Delaware has advantages over your home state that may benefit you. Go

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When you have changes or corrections, you may need to amend the tax return you filed.

Forms (current tax year)

Individuals

• California Explanation of Amended Return Changes (540 Schedule X)
  • Form
  • Instructions

Businesses

• Amended Corporation Franchise or Income Tax Return (Form 100X)
  • Form
  • Instructions
• Partnership Return of Income (Form 565)
  • Form
  • Instructions
• Limited Liability Company Return of Income (Form 568)
  • Form
  • Instructions

Common reasons why you need to amend a return

Individuals

1. Gather and fill out the following:

Tax year 2017 to present

• California Explanation of Amended Return Changes (Schedule X)
• Corrected California Resident Income Tax Return Form 540 (540 2EZ, California Nonresident or Part-year Resident Income Tax Return 540NR) and related supporting documents

Send us both items.

Tax year 2016 and before

• 540X for that tax year (find in our form locator) and related supporting documents
• Copy of original return (540, 540NR, 540 2EZ)

2. Submit your amended return online or by mail:

Businesses

Follow these steps to amend your tax return. If you’re not changing your tax liability (income, credits, deductions, etc.), contact us.

1. Fill out the correct form for your business.

Reminder:

Reminder:

2. Submit online or by mail:

Estates and trusts

• Check the amended tax return box
• Complete the entire tax return
• On a separate paper, explain all changes
• Include the estate or trust name and FEIN with each item
• Include an updated California Beneficiary’s Share of Income, Deductions, Credits, etc. (541 Schedule K-1), if needed

Make sure to give a copy of the amended 541 Schedule K-1 to each beneficiary.

Charities and nonprofits

1. Find the form you filed for your charity or nonprofit
2. Check the amended return box
3. Submit online or by mail

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