Making Changes to an LLC by Filing Articles of Amendment by Roberta Codemo

Making Changes to an LLC by Filing Articles of Amendment

Although it's rare to make changes to your LLCs formation documents, doing so is generally simple and straightforward. Find out how to amend your business's formation documents.

by Roberta Codemo
updated September 22, 2020 · 3 min read

A limited liability company (LLC) is a legal entity that exists separate from its owners, who are called members. One of the reasons that LLCs are popular with small business owners is that, similar to corporations that are formed by articles of incorporation, they offer limited liability protection. To form an LLC, the members file articles of organization with their state's business filing office, usually the Secretary of State. Once the paperwork is approved, members then file articles of amendment to make changes either to the LLC or the corporation.

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Articles of Organization

To form an LLC, members file articles of organization—also called a certificate of formation or a certificate of organization—with the state's business filing office. This is usually the Secretary of State's office, but it can vary. For example, in Maryland, the office that regulates businesses is called the State Department of Assessments and Taxation, while in Arizona it is called the Arizona Corporation Commission.

The articles of organization is a document that sets out basic information about the business. Typically, all you need to provide is:

  • the name and principal address of the LLC
  • the name and address of the registered agent
  • information about the owners, managers, and officers
  • a description of the business
  • signature or signatures of the organizer or organizers of the LLC and the manager or managers, if named

Because this information varies by state, always check with your state's filing office as to the requirments. Once the document is approved, the LLC is legally created and registered as a new entity.

Articles of Amendment

The articles of organization is a simple document that rarely needs to be amended. However, if amendments are needed, such as a change in the company name, the LLC must file articles of amendment—also sometimes called a certificate of amendment or a certificate of change—with the state.

The articles of amendment document is easy to prepare. Information typically required includes:

  • the business name as it appears on the articles of organization
  • the date of organization
  • the information being changed, such as a new LLC name or a change of business address
  • the exact text of the articles that the LLC is changing
  • the name and address of the registered agent
  • signature of the person authorized to sign off on all paperwork

Be sure to check with your state's filing office as to the specific information and forms required.

Restated Articles of Organization

 

Once an LLC has filed articles of amendment to change its original articles of organization, it has to file restated articles of organization to make additional changes to its articles of organization. The restated articles of organization include both the changes made by the articles of amendment and the new changes. You must fill in the exact name of the business and note the additional changes.

Articles of Incorporation

When you incorporate a business, you need to file articles of incorporation to form a corporation. These differ from articles of organization, which are used to form an LLC. However, both can be amended through articles of amendment. Articles of organization are filed if you are starting a LLC, while articles of incorporation are filed if you are starting a corporation.

The articles of incorporation document establishes the corporation as a separate business entity apart from the owners with the state's filing office. Every state has its own form. State law requires businesses to include certain information, such as:

  • the name and principal address of the corporation
  • the corporation's purpose
  • the duration of the corporation
  • the name and address of the registered agent
  • information about the number and types of stock the corporation is authorized to issue
  • signature or signatures of the incorporator or incorporators of the corporation and the director or directors, if named

Once the paperwork is approved, the state issues a certification of formation.

Amending Articles of Incorporation

Articles of incorporation are very basic documents that don't have to be amended except to change something major, such as the name of the corporation. The articles of amendment of articles of incorporation—also called a certificate of amendment—must be filed with the state's corporate filing office. The business must provide the following information:

  • The name of the corporation
  • The text of each amendment adopted
  • The date of adoption of each amendment

While the above documents are usually relatively easy to prepare yourself, if you need help, you can hire an online service provider for assistance.

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About the Author

Roberta Codemo

Roberta Codemo is a former paralegal. Her areas of specialty include probate and estate law. … Read more