Do Amendments to an LLC Operating Agreement Have to Be Done by a Lawyer?

By Brian Richards

Not all states require limited liability companies to draft an operating agreement, but all LLC owners, known as members, should create one to explicitly state the powers, expectations and responsibilities of each of the members. LLCs are among the simplest business structures to manage and an LLC operating agreement need not take any special form. Modifying one through amendments may be done with an attorney, but a member/members of the LLC may also draft an amendment without the assistance of an attorney.


No states have any laws that govern how an LLC’s operating agreement may be modified, and an amendment may take almost any form. Nevertheless, it may be a good idea to consult a lawyer when it is time to make the amendment. An experienced business attorney will be able to catch any accidental loopholes that sloppy legal drafting may cause; you are less likely to experience disagreements in interpretation if you hire a lawyer.

Read Agreement

Many operating agreements will contain a provision describing how amendments must be made. Although state laws will not limit how and what you may amend, your operating agreement may have restrictions. These restrictions may describe how many members must consent to the amendment and how the proposed amendment must be ratified. Comply with all the requirements your operating agreement sets for making amendments, as you may be subject to a lawsuit from another member if you do not.

Ready to start your LLC? Start an LLC Online Now

How to Draft

Though oral amendments are permitted, a written amendment is preferable because it is much easier to prove what a written agreement states than an oral agreement. Begin your document amendment with a clear indication that it is intended to modify the existing operating agreement of your LLC. Write the entire amendment, referring specifically to sections of the operating agreement if you are modifying any provisions of the original agreement. Propose the amendment at your next member meeting. Comply with the voting requirements of your operating agreement. Absent any language specifying how many members must affirm the amendment, your state laws may require that all members consent to the change. Take a vote and have each member sign the amendment.

Where to Keep

Store the amendment with the original operating agreement attached permanently with staples if possible. If you have made several amendments or if your amendment modifies a key part of the original agreement, you may wish to draft a new operating agreement to incorporate the amendment.


Operating agreements and any amendments thereto are generally maintained by the LLC and are not filed with the secretary of state.

Ready to start your LLC? Start an LLC Online Now
How to Amend an LLC Filing


Related articles

How to Add a Nonvoting Investor to an LLC

Adding a nonvoting member to your limited liability company may be an opportunity to bring in more investors while maintaining control over your business. An LLC is a business that provides the limited liability of a corporation, with the management structure of a partnership. The state law where your LLC is located will determine how the company is formed, and how the LLC may be managed. State laws may be similar, but some states do not allow for nonvoting members.

How Do I Add Another Owner to My LLC?

The passage of time can bring about waves of change in the operations of any business. Shifts in market conditions, operational costs and your own life circumstances can create a situation in which you find it advantageous to bring in new talent. When the business in question is a limited liability company (LLC), you must take certain steps to add a new owner, or "member." Doing it right will help you avoid negative tax consequences and preserve the limited liability protection that led you to organize as an LLC in the first place.

Amending an LLC Operating Agreement in Ohio

A limited liability company, or LLC, is a popular form of business structure among small business owners because of its combination of limited liability protection and pass-through federal taxation. An operating agreement is a contract that regulates how the LLC will be operated. Amending this agreement for an Ohio LLC does not require filing any document with any Ohio government agency.

LLCs, Corporations, Patents, Attorney Help

Related articles

How to Change an LLC Operating Agreement for Washington State

A limited liability company's operating agreement is the heart of the LLC, because it establishes the entire structure ...

How to Prepare an Amendment to a Revocable Trust

You create a living trust to transfer assets to the control of a trustee, who has the legal authority to manage the ...

Procedure for Changing Bylaws

Whether your company is for-profit or a nonprofit, chances are there will come a time when you will want to amend its ...

How to: Setting Up an LLC in Georgia

You set up an LLC in Georgia by filing a document called Articles of Organization that complies with the requirements ...

Browse by category
Ready to Begin? GET STARTED