LLC Operating Agreement Amendment

Why should I amend my LLC operating agreement?

Over time, LLCs tend to go through common changes. Members leave or join. More capital is added. The business may changes its mind on a structural or operational issues—maybe opting to be manager-managed or requiring unanimous votes on certain decisions. In all of these cases, the LLC operating agreement should be updated to reflect the new situation, policy, or procedure. Although amendments are internal (they aren’t filed with any state agency), it’s important not to fall behind on these updates.

In the eyes of a court, if the operating agreement isn’t amended, it’s like the changes didn’t happen. It doesn’t matter if the agreement is at odds with actual practices. Imagine a member leaves the LLC and their interest is reassigned to other members—but the operating agreement is never updated. And then the business dissolves. On paper, that absent member is still due compensation. Yikes. So, it’s good practice to amend your operating agreement as needed.

Maintaining an LLC is a lot of work. In addition to free forms, we can do a lot more for your LLC. We provide registered agent service in every state for $125 a year. We also form LLCs for $100 plus state fees.

What should an LLC operating agreement amendment include?

In addition to the update itself, you should be sure to include key details like dates and member signatures. Our LLC Articles of Organization includes the following:

• LLC name and state

• Date of amendment

• Section name or number being amended

• Statement that the section cited is being amended

• Amendment

• Statement that other sections of the operating agreement remain in full force and effect

• Member names and signatures