If your LLC loses a member or gains a new one, you may have to file an amendment with the New Jersey Division of Revenue. Here’s what to know:
Can I change the members of my New Jersey LLC?
Yes, it’s common for the members (i.e. owners) of an LLC to change over time. When adding or removing a member from your LLC, be sure to follow the procedure outlined in your LLC operating agreement. While operating agreements are internal documents and can look different for different companies, the process is generally the same:
- Hold a meeting of all members
- Raise a specific action (i.e. adding or removing a member)
- Cast member votes
- Adopt a resolution (only with majority approval)
After making changes internally, you may also need to update your LLC record with the state by filing a certificate of amendment.
What is a certificate of amendment for a NJ LLC?
An New Jersey Certificate of Amendment is a document you must file with the NJ Department of Revenue whenever your New Jersey LLC Articles of Organization change. For example, if your company’s name or purpose changes, you’ll have to file an amendment with the state to make sure that information is updated in your public record.
You can read more about the amendment process on Northwest’s page: How to File A New Jersey LLC Amendment.
Do I need an amendment when members change?
It depends. You’ll only have to file an amendment if the information in your articles of organization changes. Since New Jersey doesn’t require member information to be listed in articles of organization, there’s a good chance you won’t have to change your documents with the state.
If, for some reason, you did include member names and / or addresses in your articles of organization, you would have to file a certificate of amendment, and pay the associated $100 fee.
Should I change my NJ LLC operating agreement?
Yes. LLC operating agreements are much more comprehensive than LLC articles of organization, which means they include member information, like names and addresses. If your members change—or even if information about your members changes—you’ll have to update your operating agreement to reflect the new information.
How do I update my NJ LLC operating agreement?
Operating agreements are legally recognized documents, which means they must follow specific procedures in order to be changed. These procedures are laid out in the operating agreement itself, so you’ll have to consult the process outlined in your company’s agreement.