How to Change an LLC Operating Agreement for Washington State

By Jennifer Williams

A limited liability company's operating agreement is the heart of the LLC, because it establishes the entire structure of the company. Memorialized in the operating agreement are the company structure, chain of command, voting rights and profit and loss distribution. Changes might be required as the company grows and leadership changes. Washington state does not require LLCs to file amendments with the Washington Secretary of State. Amendments are simply made according to the requirements of the original operating agreement and kept on file.

Step 1

Examine the original operating agreement to understand the required procedure for enacting amendments. The operating agreement tells you how many members must agree to the amendment. There may also be requirements as to how much notice members must have of a meeting where an amendment is proposed.

Step 2

Draft the proposed amendment. Consider what the amendment is meant to accomplish, then write out the amendment in simple, layperson terms. Review the text of the amendment to make sure the language is clear and purpose of the amendment is not open to multiple interpretations. Once you are satisfied with the amendment, have someone else read it to confirm its language is actually as clear as you think it is.

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Step 3

Consider taking the drafted amendment to an attorney licensed to practice in Washington for review. Because LLC operating agreements are enforceable in Washington state court, it is a good idea to get a professional legal opinion as to the legality of the amendment.

Step 4

Attach notes to the amendment as a courtesy to members and explain the reason behind the change and what the change is meant to accomplish. If it is a change to an existing provision, provide the text of the original provision followed by the text of the amendment so members can easily see the differences between the two.

Step 5

Set a meeting date for the members to gather, discuss the amendment and vote on whether to adopt it. Mail the members a notice of the meeting and attach a copy of the amendment and any related legal opinions for their reference. You can fax the package to members, if faxing is an acceptable means of communication with members according to the operating agreement. Send this package out, whether by mail or fax, several weeks in advance of the meeting. Sufficient lead time gives members an adequate opportunity to thoroughly read and understand the proposed amendment.

Step 6

Hold the meeting, discuss the amendment, take a vote and record the result. If the amendment is adopted, keep a copy of it and the vote tally with the original operating agreement. Provide final copies of the amendment and vote tally to all members by mail or fax after the meeting.

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Procedure for Changing Bylaws


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