The Articles of Organization for your Limited Liability Company (LLC) may need to be amended or updated periodically. Whenever information in the original Articles of Organization changes, an amendment may be necessary to ensure that the governing documents of the LLC match the current information being used by the company.
The laws and rules governing LLCs vary by state, so it can be helpful to seek guidance from an experienced professional if you have questions or concerns about the steps to amend the Articles of Organization.
The Articles of Organization is the document filed to form a Limited Liability Company (LLC). Because the laws vary by state, some states refer to the form as a Certificate of Organization instead of articles.
Many states have designated official forms that must be used for the Articles of Organization for an LLC. Therefore, it is always wise to check with your Secretary of State’s office to determine whether you need to use a specific form when preparing the articles. More states now allow filing Articles of Organization electronically, which can speed up creating an LLC.
The purpose of filing Articles is to organize a Limited Liability Company formally and legally. An LLC does not legally exist until the forms are filed with and approved by the state in which the LLC is organized. All LLCs must file Articles with the state to be recognized as a legal entity, regardless of whether the LLC is a single-member LLC or multi-member LLC.
What is included in the Articles of Organization?
State laws govern the formation and existence of Limited Liability Companies and the information required in the Articles of Organization can vary by state. However, the basic information that is typically required when filing Articles of Organization for an LLC include:
Because the requirements for Articles of Organization vary by state, you should always check with your state’s Secretary of State or other agency that handles corporate filings to ensure you include all required information in the Articles and use the correct form (if the state has an authorized form for Articles of Organization). Failing to include all required information can result in a denial of the request to form an LLC. Once the document is approved, the LLC is formed, and you can begin doing business as an LLC.
To amend an LLC’s Articles, follow these 6 steps:
Once an LLC’s Articles are approved, it is typically not necessary to amend the original document, except in a few cases. The reasons why an LLC might need to file Articles of Amendment include changing the name of the LLC, registering a change in membership ownership, change the name or the address of the registered agent, changing the management or financial structure of the LLC, and changing the mailing address or principal address of the LLC. Typically, changes to an LLC’s Operating Agreement are not required to be reported to the state. However, some changes could fall within the reporting requirements for an LLC.
State laws vary regarding the reasons why Articles of Amendment for an LLC need to be filed. Seeking advice from a business or legal professional is usually a wise step to take before filing amendments to the original Articles for an LLC.
The LLC’s bylaws or operating agreement should dictate the approval process for changes to the LLC’s Articles of Organization. Before filing any amendments, it is important to review the operating agreement and follow all steps necessary to obtain approval from LLC members and/or managers.
It is also important to know your state laws governing Limited Liability Companies. Some state laws require that all members and/or managers of an LLC agree to the changes being made to the Articles while other states allow members of an LLC to establish their own rules and regulations for deciding who needs to approve Articles of Amendment.
Review amendment rules for your state to decide when you must report amendments to the state. If you must report an amendment to the original Articles, determine whether your state has a specific form that you must use. Some states refer to the form used to change LLC information as Articles of Amendment. The form may also be referred to as a Certificate of Amendment or Certificate of Change.
It is also a good idea to double-check the amendment announcement requirements for your state. A few states require LLCs to publish notice of changes to an LLCs original Articles of Organization. An LLC that does not follow the reporting and notice requirements could face legal trouble in the future.
Some states require LLCs to file Articles of Amendment within a certain time frame. Check your state’s laws and rules to determine the deadline for filing an LLCs Certificate of Amendment after changes are made to the LLCs Articles.
Most states have authorized forms they require LLCs to use when amending the Articles. The information on the forms varies by state. Typically, information required to complete Articles of Amendment includes:
Review the filing fees for Articles of Amendment and include the filing fee with the amended forms. Filing fees vary by state and may change periodically, so always check the fee schedule before filing any LLC forms with the state.
Depending on the changes to the LLC’s Articles of Organization, changes may need to be made to the LLC’s Operating Agreement, leases, contracts, banking information, marketing materials, and other documents and forms used by the company in its day-to-day operations. Name changes and changes to addresses typically require a great deal of work to modify documents and marketing materials to reflect the changes in the Articles of Amendment.
Many new business owners wonder whether they need to hire attorneys and other professionals to provide business and tax advice regarding the formation and operation of a business. While most states allow members to form an LLC without hiring an attorney, it is always advisable to seek legal counsel when forming a business entity.
Anderson Advisors provide a variety of services for entrepreneurs who want to form an LLC. We also assist individuals with matters related to operating an LLC successfully.
Some of the ways that our legal, business, and tax advisors can help you with your LLC include:
Choosing the State in Which to Organize the LLC
Because state laws governing LLCs vary, it may be beneficial for an LLC to file Articles of Organization in another state and file a request to do business in its home state. Our advisors review various state laws to determine which state is the best state for organizing the LLC.
Choosing a Name for the LLC
Choosing the best name for a Limited Liability Company can be challenging. You need a name that is not currently being used by another company or business, but that also meets all requirements for LLC names. Our advisors guide you through choosing an LLC name, performing research to ensure there are no problems associated with the LLC name, and registering to protect the LLC name for branding purposes.
Drafting, Filing, and Managing the Articles of Organization for the LLC
We take care of ensuring that your LLC is formed as a legal entity under state law. We also determine when Articles of Amendment are required and take care of preparing and filing Articles of Amendment when necessary.
We Serve as Registered Agent for LLCs
Because we are lawyers, we understand the legal issues related to process of service. We can assist your LLC as a registered agent in several ways, including accepting and filing compliance documents, accepting and filing tax documents, serving as the street address for the company, responding to service of process notifications, and assisting you in ensuring that your LLC remains in good standing.
Drafting and Managing Operating Agreements
Your LLC operating agreement sets forth the financial, management, and other rights of each member (owner) of the LLC. A detailed, comprehensive Operating Agreement can avoid legal problems in the future. The Operating Agreement covers a wide variety of matters and issues related to the ownership and operation of the LLCs, including matters related to capital contributions, how profits and losses are distributed among LLC members; management roles and duties of members, appointment of officers; voting rights, indemnification protection, restrictions on transfers of LLC interests, procedures for meetings, procedures for amending the Articles of Organization and Operating Agreement, and procedures for dissolving the LLC.
We also provide the following services:
A Limited Liability Company or LLC offers a variety of benefits for entrepreneurs who want to create a legal entity for their business but who do not need or want to create a corporation. An LLC offers many of the benefits of a corporation without the requirements or legal formalities associated with forming and operating a corporation.
Some of the benefits of choosing an LLC for your business entity include:
Even though an LLC has many advantages over a corporation as a business entity, there are some disadvantages of choosing an LLC as a business entity.
Some states charge higher fees for forming and operating an LLC compared to other states. Members who work for the LLC and receive a salary are typically subject to payroll or self-employment taxes. Some states do not permit professional groups, such as lawyers, doctors, accountants, and dentists, to operate their practices through a Limited Liability Company.
LLCs offer members a way to limit personal liability. There are instances in which a creditor or other party may pierce the corporate entity to pursue a member’s personal assets for a debt or obligation. Also, it is more difficult to transfer memberships in an LLC than it is to transfer stock certificates in a corporation. Transferring a membership may require the consent of all LLC members. A careful review of the operating agreement is required before a member can transfer an ownership interest in the LLC to another individual or entity.
Because the choice of a business entity impacts numerous aspects of a business, including taxes, personal liability, costs of operation, and day-to-day management and operations, it is best to consult with an attorney before choosing a legal entity for your business. An attorney can review the pros and cons of each business entity to help you choose the structure that provides the most benefits for your business.
LLC formation can usually be accomplished in eight steps. Setting up an LLC typically involves:
Anderson Advisors can assist you with all steps required for LLC formation so that you have the peace of mind of knowing that your LLC is a true legal entity that offers all the benefits and advantages of a separate business entity.
If you have questions or need advice related to an LLC, Anderson Advisors is here to help. Contact our firm to discuss questions or issues that you might have as you prepare to form an LLC. We also assist individuals and companies with issues arising from the daily operations and management of an LLC. We want to help you make your company a successful, profitable business venture by providing sound legal, business, and tax advice.
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