How to Change Articles of Organization for a Missouri LLC

By Larissa Bodniowycz, J.D.

How to Change Articles of Organization for a Missouri LLC

By Larissa Bodniowycz, J.D.

A Missouri limited liability company (LLC) forms by filing articles of organization with the Missouri Secretary of State. The articles of organization contain basic information, including its name, purpose, name and address of the registered agent, the company's management structure, when the business plans to dissolve, and whether it can be categorized as a series.

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Once filed, the articles of organization become part of the public record. Certain changes in the company's structure or operations require the company to amend its articles of organization. Missouri LLCs that make changes to their structure or operations can follow these steps to amend their articles of organization.

1. Determine whether the articles of organization require amendment.

Not every change in how a Missouri entity operates requires an amendment to its articles of organization. Missouri law requires a Missouri LLC to update its articles of organization in any one of the following circumstances:

  • Change in management structure
  • Business name change
  • Modifications to any process that would otherwise cause a significant change in how the business operates, e.g., dissolving the company, transferring ownership, etc.

Stipulations regarding amendments to the articles of organization put forth by the business itself should appear in the company's operating agreement.

2. Prepare the amendment to the articles of organization.

Once a Missouri entity determines that it needs to amend its articles of organization, it must prepare the amendment in compliance with Missouri law. The best way to ensure that the amendment is compliant is to use Amendment of Articles of Organization (Form LLC-12), which can be found on the Missouri Secretary of State website. The business should complete the form in its entirety and have one of its authorized representatives, usually a manager, sign it. If the company wants to add a new series, it must also complete and have an authorized representative sign Attachment Creating a Series of a Series Limited Liability Company (Attachment Form LLC-1A).

3. Submit the amendment.

Send the completed and signed amendment to the LLC's articles of organization to the Missouri Secretary of State with the required filing fee in order for the changes to be effective. Form LLC-12 lists the required filing fee. You must submit the amendment within 60 days of the change(s) that required the amendment.

4. Keep a record of the amendment.

If the changes comply with state law, the Missouri Secretary of State will accept the amendment by filing it in its records. The amendment will be public record. After accepting and filing the amendment, the Secretary of State mails the Missouri business a copy of the amendment that confirms the filing. All members should keep a copy on file with other company records.

The entire process of amending the articles of organization, from beginning the paperwork to receiving confirmation from the Secretary of State, usually takes about 14 days. Keep in mind that, throughout the years, you might need to file several amendments. Owners of a Missouri LLC can complete the amendment process in a matter of weeks by following these steps.

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