How Do I Modify an LLC?

By Salvatore Jackson

One of the major benefits to forming a limited liability company, or LLC, is the flexibility afforded to an LLC. Under state corporation statutes, a corporation must have a board of directors. However, the owners of an LLC, who are called members, have the freedom to determine how their LLC will be structured and operated. Furthermore, the reporting requirements for an LLC are not as extensive as those of a corporation. While state laws vary, any modifications made to your LLC may or may not need to be reported to government agencies.

Step 1

Determine the type of modification for your LLC. If your LLC adopts a new name, you will likely need to file with some state agency. Changes in the principal office, registered agent or registered office of your LLC will need to be disclosed with the state business licensing agency. If your LLC is converting from or to a different form of business organization, you will need to file an articles of conversion with the state business licensing agency. Depending on state law, you may need to file changes in the membership or management of your LLC with either the state business licensing agency or the state tax collection agency. Other changes, such as a change to LLC member voting procedure or the way in which your LLC adds or removes members, most likely do not need to be reported to any state agency.

Step 2

File either an articles of amendment with the state business licensing agency or a trade name registration form with either the state business licensing agency or county courts if your LLC is changing its name. If your LLC is retaining its old name but operating a separate business under the LLC, you will merely need to reserve a trade name. Most states require the reservation of a new trade name, with either a state business licensing agency or a county agency. If you are changing the legal name of your LLC, you must file an articles of amendment with the state business licensing agency.

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Step 3

File either an articles of amendment or registered agent change form with the state business licensing agency if changing the LLC's registered agent or registered office. A registered agent is the person or business that, if your LLC is ever sued or subpoenaed, receives service of process. Because of this important role, a change in registered agent or registered office must be reported.

Step 4

File an articles of conversion if you are changing the type of business entity. Most states allow a business to convert between existing as an LLC, partnership or corporation by filing an articles of conversion. If your state does not permit filing an articles of conversion, you will need to dissolve the old business entity, create a new business entity and transfer over any assets, debts and contracts to the new business entity.

Step 5

Determine if you need to disclose in your LLC's annual report if there is a change in the membership of your LLC. The owners of an LLC are called members. When an LLC files its annual report, some states require a list of all LLC members and managers. Check with the state agency with which you file the LLC's annual report to determine whether you need to disclose this information.

Step 6

Execute an amendment to your operating agreement if the change to your LLC is a minor change. An operating agreement is the contract that governs the management of your LLC. Only a few states require submitting an operating agreement to a state agency. Other states merely require an LLC to maintain a copy of its operating agreement on file at the LLC's registered office. When amending the LLC's operating agreement, have all LLC members sign the amendment.

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References

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