The details of your limited liability company (LLC) aren’t set in stone. There tends to be a misconception that whatever was filed with the Articles of Organization will remain unchanged for as long as the LLC remains active. That couldn’t be further from the truth. You can make changes to these details by filing the Articles of Amendment for your LLC with the Secretary of State. This could even be done for something as simple as changing the name of your company.
Want to make some changes to your LLC details but don’t know where to begin? Don’t worry, everything you need to know is explained in this article. Let’s take a closer look at what Articles of Amendment are and how you can use them to update your LLC details.
What Are Articles of Amendment for an LLC?
The LLC Articles of Amendment are filed with the state to change business information. You’ll typically need to file this document whenever you want to make a change to the information included in the company’s Articles of Incorporation or Articles of Organization. Thus it’s a document that’s filed with the state to make a specific change to your company’s incorporation documents.
The official information about your company is placed on the state’s record through the filing of the incorporation documents. The state requires businesses to keep accurate information on record at all times. When that information changes it needs to be updated with the state. The Articles of Amendment play a vital role in modifying the LLC’s information as they’re the only way for a business to communicate an update in the details.
The specific changes that can be made through the Articles of Amendment include:
- Changing your company name
- Updating business address
- Designating another registered agent
- Amending the business purpose
- Revising details of owners and managers
- Amending any specific article in the incorporation document
What’s the Difference Between Articles of Amendment and Operating Agreement?
The Articles of Amendment fundamentally differ from the Operating Agreement. The former must be filed with the Secretary of State whenever a change is being made to the information about the business entity that the state is required to keep on record. You disclose the change to the state by filing the amendment document. It’s a compliance requirement that can’t be circumvented.
The Operating Agreement is a document that governs your LLC. It provides a structure for how the company will be run. The document outlines the rights and responsibilities of all members, decision-making and dispute-resolution mechanisms, ownership percentages, etc. Some states don’t require business owners to even file the Operating Agreement. It’s purely meant to be an internal document that governs the operations of the business.
Why Does an LLC Have to File Articles of Amendment?
Listed below are different scenarios in which the LLC Articles of Amendment must be filed by a company:
Change in business name: You can change the name of your business if you so desire but you can’t do that without filing the amendment with the state.
Change in business address: If you’re changing the business premises, the state needs to be informed of the new place of business through an amendment filing.
Change in management structure: For example, if the business entity is being switched from being member-managed to manager-managed, it needs to be disclosed.
Addition or removal of members: A fundamental change such as adding new members to the LLC must be disclosed to the state.
Amending business purpose: If the purpose for which the business was established has been changed, you’ll need to inform the state by filing an amendment.
There’s immense legal and administrative importance in accurately updating the LLC information. Businesses are required to have accurate information on the state’s record. Not keeping the information up-to-date may result in penalties and fines.
How to File LLC Articles of Amendment
Now that you’re fully aware of what are Articles of Amendment, it’s time to learn how the filing process works. It may seem daunting if you don’t have experience with making such filings, but once you get the hang of it, it’s quite easy.
1. Review the Requirements
The filing process varies by state. There will be specific requirements and forms that need to be filled out. It can also be referred to by different names. For example, it’s called the Certificate of Amendment in Texas but the Articles of Amendment in Tennessee. They’re both similar in purpose, only different in name.
You first need to review the requirements for making this filing in your jurisdiction. The Secretary of State’s website will have all the necessary information and that’s also where the filing needs to be made. Take your time and understand the process so that you can start putting together your documents.
2. Obtain the Necessary Forms
Once you have all the necessary information, go ahead and obtain the appropriate form for filing the Articles of Amendment. You can easily find it on the website of the Secretary of State in your jurisdiction. There’s typically no fee to be paid for the form itself, just go ahead and download it from the website.
3. Complete the Forms
This is the part where you fill out the forms. Make sure that you accurately provide all the required information about the business entity and the changes that are being made. This will include details like the company’s name, existing Articles of Organization, owner’s details, and more. Providing accurate information at this stage will ensure that your application is processed smoothly.
4. Submit the Articles of Amendment with the Required Fees
Review the document to make sure that you’re not missing anything or if something needs to be corrected. Once you’re satisfied that everything is in order, go ahead and submit the Articles of Amendment to the required government office, usually the Secretary of State. The filing can typically be made online, in person, or through mail. There’s going to be a filing fee that needs to be paid. The fee varies by state. For example, it’s $30 in California and $60 in South Dakota.
What to Consider Before and After Filing LLC Articles of Amendment?
Filing the Articles of Amendment is a significant compliance requirement. Be proactive and keep the most accurate information about your business on the state’s record at all times. To that end, be mindful of these things before and after filing the amendment:
1. Review Governing Documents
Before filing for an amendment, look at the existing documents for your business entity, such as the Articles of Incorporation or bylaws, to confirm whether they allow for the change that you’re proposing. Double-check to confirm that the procedure to be followed for the amendment is accurate so that your application doesn’t get held up.
2. Consider Shareholder or Member Approval
If your entity has multiple members or shareholders, you may be required to seek their approval before filing the amendment. The company’s governing documents will outline how approval must be sought before fundamental changes of this nature can be made. Whether you require the approval of an incorporator or shareholder, follow the process outlined in the governing documents to obtain approval before filing.
3. Consult Legal Counsel
It’s also a good idea to consider any legal implications that may be caused by the changes that you want to make. Consult with a legal counsel to understand what outcomes the proposed changes could bring. Depending on the nature of amendments being made, they will also help you better understand the laws and regulations that must henceforth be complied with.
4. Notify Relevant Parties
Once the filing has been made, you might be required to notify any necessary parties. This may include members, shareholders, and other government agencies. Notify them of the changes that have been made so that they can update the information on their records as well.
5. Update Internal Records
Diligent internal recordkeeping is the hallmark of a well-managed business. After the filing has been made and the changes are approved, update the internal records with the filing documents and any correspondence that may have been received from the Secretary of State.
LLC Articles of Amendment Filings Simplified
By filing the Articles of Amendment, you can change several details about your business, but it’s important to follow the right process. This will ensure compliance with the regulatory requirements.
If the process confuses you or you’d rather just leave it to the professionals, opt for doola’s LLC formation services. Everything will be handled for you effectively, thus taking the guesswork out and freeing up your time to focus on other important matters.
How much does it cost to file Articles of Amendment?
The cost to file the Articles of Amendment varies by state. It can typically cost $30 or more to make this filing. For example, it costs $30 in California but $60 in South Dakota.
Will I receive confirmation after filing the Articles of Amendment?
Once you have filed for the amendment, it will take a few days for it to be processed. After it has been processed, a confirmation letter will be sent to you, so that you know that the changes have been approved.
How long does it take to process Articles of Amendment?
The processing time varies by state but it typically doesn’t take more than a few days for an amendment to be processed. It may take more time if some corrections need to be made to your filing before it can be processed.
Are there any deadlines for filing the Articles of Amendment?
You need to file the amendment when you intend to make the changes. It’s only after the application is approved can you make the change, so it can be said that this filing is a preemptive process.
Can I make multiple changes in a single Articles of Amendment?
Yes, you can make multiple changes in a single filing. Simply include details of all changes that are to be made on the filing and submit it. This will save you from having to pay the filing fee with every subsequent filing.