LLC Amendment: What It Is and When You Need to File One

Over time, your business is likely to change. Some changes alter your Limited Liability Company (LLC) structure. That includes aspects such as the names, addresses, and ownership of your LLC. You may need to update your LLC with a new registered agent, for example. Whenever changes like this happen, the state requires that you notify it of the updated information.

LLC amendment is a formal way to update your state record. It’s not as complex as you may think, and certainly isn’t something you should put off doing. To help you, we’ll cover what an LLC amendment is, when you need to amend LLC documentation, and how to file it.

What is an LLC amendment?

An LLC amendment is filed with the Secretary of State to update information the state maintains on your business. When you amend an LLC, you are not creating a new business entity. Rather, you are updating an existing state record with new information.

Keep in mind that what your state calls this process may be slightly different. For example, in New York, the state calls this process a “Certificate of Amendment.” In other states, it’s often referred to as “Articles of Amendment.” No matter the specific name, updating an LLC requires filing this document with accurate, up-to-date information.

Also note that articles of amendment for LLC changes are not the same as an operating agreement amendment. An operating agreement amendment is a type of internal document that may update some of the same information, but it’s not what you’ll use to update the state. What we are talking about here is meant for updating the state filing only.

When do you need to amend an LLC?

You need to amend LLC documentation with the state any time there are substantial changes to your organization. The following are some of the most common examples of when a state-level amendment is necessary:

• A business name change occurs, which may include significant changes or alterations of how your business is known
• Changes to your LLC registered agent, which all LLCs must have on file
• Changes to the registered agent’s office address
• Changes to the principal office or mailing address for your business
• Changes to your LLC structure
• Changes to ownership in your LLC as required by the state
• There is an error in the original Articles of Organization you are correcting

Not every change requires the same form, though. Some states have a separate, and often simpler, method for making specific changes. For example, some states make the process of updating your registered agent information very simple.

Remember that your operating agreement changes are internal documents. The reasons for updating these documents, as compared to an articles of amendment for an LLC with the state, may differ. Refer to those rules for making internal updates.

Articles of amendment vs. certificate of amendment

It’s easy to get these two terms confused. But you should not. Many business owners find themselves trying to file both. Rather, learn what your state requires.

More specifically, articles of amendment and a certificate of amendment are really the same thing. Different states call these documents different things, but what they do and how they work is basically the same.

What about a “restated articles of organization?” Some states use this tool. It is a consolidated document that incorporates all of the amendments in one updated filing. If you need to make multiple changes to your LLC, using this tool makes the process simpler. It allows you to document all of the amendments that have been made over time.

How to amend an LLC: step by step

You need to amend an LLC. No matter the change, you always need to follow the specific rules set by your state. The following is a breakdown of what typically is necessary through this process.

Step 1: Identify what needs to change

Before going further, determine what information you need to change or update. Then, take a moment to confirm if the state requires you to create an amendment for this information. If so, determine which type of amendment form is required in your state. In some situations, a simpler filing may apply.

You can typically find these details on the Secretary of State’s website. Sometimes there is a way to update this information on that website directly.

Step 2: Get member approval if required

Before you can make such amendments, you need to ensure you have all necessary consent to do so. This is common if you have a multi-member LLC. You will need to document the expected changes, clarify that all members are in agreement, and then take action to amend the LLC. Typically, this means documenting the changes through a resolution or having written consent.

If you are unsure about the necessity of this step, turn to your business’s operating agreement. It will outline the specific steps necessary to document the changes and when approval requirements exist.

Step 3: Complete the amendment form

With all of the information available, you can complete the form for your state’s process. Visit the Secretary of State’s website. Locate the process or form required for updating an LLC. Here are some examples of what state’s call these forms:

• California: Complete Form LLC-2 (Certificate of Amendment)
• Texas: Complete Form 424 (Certificate of Amendment)
• New York: File a Certificate of Amendment, or, when changing address, county or registered agent, use the Certificate of Change for a simpler, less expensive method
• Florida: Complete Form CR2E049 (Articles of Amendment)
• Ohio: Complete Form 611 (Certificate of Amendment or Restatement)

Then, use the necessary documents to clearly describe the changes you are making. Be sure to include the effective date, or the date the changes will go into effect if they are not in place already. Provide any other required information to the state.

Step 4: File and pay the fee

Making these changes is likely to involve paying a filing fee. Most states allow you to file, mail, or make changes in person at local offices. The process differs for each state.

The fees also vary by state. For example, in Ohio, the filing fee is $50, and in Florida it is $25. Expect to pay $60 in New York for a standard filing or $30 for a Certificate of Change. In Texas, the fee is $150, while in California, it is $30. You can find specific information for your state listed on the Secretary of State’s website.

Need to make those changes fast? An expedited processing process may exist. Most states allow this, but you are likely to pay a higher fee to get the process completed sooner.

Step 5: Update internal records

Once you file the necessary update with the state, you need to change your own internal records to match. Wait until the amendment with the state is approved. Then, use that information to update your operating agreement and any other internal documents to ensure they accurately represent the changes desired.

This is a separate step and process when updating your LLC. You should always follow the rules set in your LLC operating agreement prior to this.

Step 6: Notify relevant parties

In some cases, you will need to update any other related agencies:

• The IRS
• Banks
• State tax agencies
• Vendors
• Licensing boards

If you’re updating ownership, notify all parties involved in your business. This is where the process can be more challenging.

Tailor Brands can help you. We support LLC formation and compliance. We can be a resource for you when it comes to navigating state filings and compliance concerns. Reach out to us for help.

How much does it cost to amend an LLC?

Fees vary by state, as noted previously. Some states are less expensive, especially if they offer a faster filing option. Other states require more details and have a more complex process overall. Beyond the filing fee, you may need to pay additional costs depending on the situation. If you hire an attorney to navigate changes in your business ownership, for example, you may need to pay a fee to the lawyer.

Always turn to the Secretary of State in the state your business operates in to determine what the current costs are for making updates to your business.

How long does an LLC amendment take?

This is another factor that varies from one state to the next. Online filings are processed, in most cases, within a few business days. If you are mailing the filing instead, that can take several weeks.

Expedited processing is typically widely available for an additional cost. Some states expedite processing within 3 to 5 business days, for example, if filed online.

Do you need a new EIN after amending your LLC?

In most cases, you do not need a new EIN if you are amending an LLC. If you are amending an LLC to change the name or address, you do not need a new EIN.

A new EIN may be necessary when there is a change in ownership structure or the entity type changes. In these situations, it is best to work with a CPA or tax advisor to clarify if your amendment is due to a change in ownership or the structure of your LLC.

Conclusion

The process of amending an LLC isn’t complex in most states. However, it is a necessary step to keep your business in line with the expectations of the state. Identify the right form, pay the filing fee, and follow the steps required by the Secretary of State for a smooth process. If you’re unsure of how this impacts your business, reach out to a tax professional or attorney.

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