LLC articles of amendment: template and guide

The Articles of Amendment of a limited liability company (LLC) refers to a document that you file with your state of incorporation (and any state in which your LLC has foreign qualification to transact business) to effect a particular change to your articles of organization. In other words, if you wish to change something specific in your articles of organization, you would have to file articles of amendment to enact that change.

Take a name change for example. If you would like to alter your LLC name, you would need to file articles of amendment for a name change with your state of incorporation. The entire process involves running a name availability search and getting the consent of other LLC members before you finally file articles of amendment for a name change. In this case, the article of amendment form you would use is typically called a name amendment form, and it specifies the exact name that you want your LLC to be called.

Although articles of amendment aren’t required for every single change you make in your LLC, they are pretty common, particularly when the change affects your articles of organization.

Articles of organization

The main step when forming a limited liability company (LLC) is filing articles of organization with the secretary of state, department of state or corporation commission (depending on which state you are incorporating in). Also known as a certificate of organization or certificate of formation, the articles of organization outline basic information about a company. They set out the rights, responsibilities, powers, duties and liabilities of shareholders in a limited liability company.

If you are the filer of articles of organization, you will typically need to provide the following information:

• The LLC name and its principal address.
• A description of the business.
• Basic information about the company’s shareholders, managers and other senior officials.
• The name and address of the LLC’s registered agent (no P.O. Box).
• Undersigned names, which are typically those of the LLC’s organizers and/or managers.

Generally, articles of organization serve the same purpose to LLCs as articles of incorporation to corporations. It’s important to mention that the information collected by articles of organization usually vary by state. Therefore, make sure to check with your secretary of state, department of state or corporation commission to find out the exact information you are required to provide.

Nonetheless, once your articles of organization are approved, your LLC is legally registered as a new business entity. If, at some point, you feel the need to change the contents of the articles of organization, you will have to file articles of amendment. Reasons for altering your articles of organization can range from something as simple as changing the name of the limited liability company to a more complicated issue like removing a director, officer or member of the LLC. Whatever the reason, simply filing articles of amendment with the state will suffice.

Articles of amendment

As mentioned, articles of amendment are filed to enact a change in the articles of organization of a limited liability company. So, when should you file your articles of amendment?

• When changing your LLC’s name, purpose, duration or registered office. However, some states like Oregon require that you simply file restated articles to effect LLC name change.
• When changing the basic content of your LLC’s articles of organization. These include the street address, mailing address, member information, details about managers, or a change in your registered agent. Again, there are a few states that don’t require articles of amendment for such changes. In Georgia, for example, you can simply update the information on your annual registration form.
• To add or remove a director, member or officer in the LLC.

Although the information required by articles of amendment varies from state to state, you will typically need to provide the following:

• The LLC name as it appears in your articles of organization
• Date of organization
• Information being changed by the articles of amendment; e.g., the new name.
• The exact text in the articles of organization that the amendment seeks to change.
• Name and address of the LLC’s registered agent.
• Details of undersigned filer.

Both articles of organization and articles of amendment are public records in most states. However, you can use the name and address of your registered agent if you want to keep yours private.

Restated articles of organization

After filing articles of amendment to alter your LLC’s original articles of organization, you must also file restated articles of organization. These are simply a modified version of your original articles, but with changes made using articles of amendment. Thus, restated articles of organization are the articles presented in their entirety, including all the changes made. Amendment articles, on the other hand, simply cover the sections that are being changed, not the entire document.

LLC articles of amendment template

Some states have articles of amendment templates that business owners and their registered agents can use to amend their articles of organization. For example, New York has a Certificate of Amendment that you can download, fill out and submit together with a filing fee payable to the state. The same is true for Maryland, Indiana and a host of other states.

But if you prefer to create your own, you may do so with our free articles of amendment template. Simply fill it and submit to your secretary of state (or a similar office) together with the applicable filing fee.

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Articles of Amendment to amend the articles of organization of a limited liability company pursuant

to (insert your city state’s LLC statutes).

For

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1. The current name of the LLC is: ………………………………………………………………………………...

2. The effective date of this amendment is the date on which it is filed with the secretary of state, unless a future date is specified: ……………………………………………………………………………………………...

3. The original articles of organization are hereby amended to read as follows: ………………………………………………………………………………………………………………………….

………………………………………………………………………………………………………………………….

………………………………………………………………………………………………………………………….

………………………………………………………………………………………………………………………….

………………………………………………………………………………………………………………………….

………………………………………………………………………………………………………………………….

4. All other sections of the original articles of organization remain as they were and in effect.

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The undersigned affirm that the facts stated above are accurate and true on the date first written:

Member Signature

………………………………………………… …………………………………………………….

………………………………………………… …………………………………………………….

………………………………………………… …………………………………………………….

………………………………………………… …………………………………………………….

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Click here to download these articles of amendment for free.