Adding a Member to a Florida LLC

Q: How do I add a member to my single-member LLC in Florida—and when should I contact the IRS?

Thank you to a business owner in Florida for this great question! We’re often asked about the process of updating LLC member information. In general, this requires updating your operating agreement, updating your articles of organization, and contacting the IRS. (That last step is especially important for single-member LLCs like yours.) Here’s a breakdown of how it works in Florida:

1. Update your Florida LLC Operating Agreement

When adding a member to your Florida LLC, your first step will be to change your LLC configuration internally, which means updating your operating agreement. The procedure should be outlined in the operating agreement itself, so you’ll need to consult your LLC Operating Agreement to find out what to do. In most cases, the process includes:

• Drafting an amendment to add a new member
• Holding a meeting with all LLC members
• Voting to adopt the amendment
• Updating your operating agreement (only if members vote to adopt the amendment)

If you own a single-member LLC (SMLLC), you can simply change your SMLLC operating agreement to a Multi-Member LLC Operating Agreement.

No operating agreement? In Florida, LLC members can be added with the consent of all members.

2. Amend your Florida LLC Articles of Organization

You’ll have to file Florida Articles of Amendment anytime your LLC information changes, and subsequently changes the information you have on-file with the Florida Department of State, Division of Corporations. Your Articles of Amendment must include:

• Name of LLC
• Date of formation
• Florida document number
• (Skip sections A. and B.)
• Name, title, and address of new LLC member
  • For title, indicate either “MGR” for manager, or “AMBR” for authorized member
  • Be sure to check the box in the far-right column for “Add”
• Explanation of any other changes (optional)
• Effective date, if a future date within 90 days of filing (optional)
• Signature of member or person authorized to file on behalf of your LLC
• Filing fee of $25

You will also be asked to include a cover letter with contact information (name, physical address, email address, telephone number) for the point of contact for this form on behalf of your company. (NOTE: The information provided on the cover letter will not be made public.)

Can I submit my Florida LLC Articles of Amendment online?

No. While you can file your Florida Articles of Organization online, your Articles of Amendment must be submitted as a paper document.

Where should I send my Florida LLC Articles of Amendment?

You can submit your Articles of Amendment via regular mail, or in person.

By mail:
Registration Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314

In person:
Registration Section
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303

3. Contact the IRS

In general, you’ll need to contact the IRS when the information the IRS has on file for your business changes. If you add a new member to your LLC, you won’t have to file any paperwork, but you should notify the IRS of the change.

You WILL, however, have to file Form 8832 if you add a new LLC member to an SMLLC. Reason being: adding a new member to an SMLLC effectively makes it a multi-member LLC, which means your tax filing status will most likely change from “disregarded entity” (the default for SMLLCs) to “partnership.” Form 8832 allows you to change your entity classification election from “disregarded entity” to “partnership.”