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LLC operating agreement amendment

Change an operating agreement without rewriting it: a new name or office, a member who joins or leaves, new shares in Schedule A, or any section in your own words. Download it as a Word file, or print it.

What changes (leave empty what doesn't)
Members after the amendment

Anything you leave empty prints as a line to fill in by hand. Nothing you type leaves your browser.

Amendment No. 1 to the Operating Agreement of ____________________ LLC

This Amendment No. 1 (this “Amendment”) to the Operating Agreement of ____________________ LLC (the “Company”) dated ____________________ (as amended before today, the “Agreement”) is made effective ____________________ by the Company's sole member.

Article 1. Background

1.1 Approval. The Company's sole member signs this Amendment below, approving it in the way the Agreement provides for its amendment.

1.2 Defined terms. Capitalized terms this Amendment uses without defining them have the meanings the Agreement gives them.

Article 2. Amendments

2.1 Change. ____________________ of the Agreement is amended to read as follows: ____________________.

Article 3. General

3.1 Effect. Except as this Amendment changes it, the Agreement remains in full force and effect, and the Agreement and this Amendment are read together as one document. If they conflict, this Amendment controls.

3.2 Counterparts and signatures. This Amendment may be signed in counterparts, which together are one document, and signatures delivered electronically count as originals.

Signatures

Signed by the Company's sole member, effective ____________________.

______________________________

Sole member: ____________________

Date: ________________

What an amendment does

An operating agreement is a contract among the members, so it changes the way contracts change: in a writing the members sign. An amendment leaves the rest of the agreement as it was and replaces only what it names. The two documents are then read together, and where they differ the amendment controls.

Amend the agreement whenever something it records stops being true. A new member joins, a member leaves or sells their share, the members change how profits are split or who manages the LLC, or the LLC changes its name or moves. An agreement that no longer matches how the LLC actually runs is weaker evidence that the LLC is a real, separate business, and it can decide a dispute the wrong way.

What this template covers

  1. Background. Which agreement is being amended and its date, that every current member approves the change, and that the agreement's defined terms keep their meaning.
  2. Name. A new name for the LLC, effective when the state accepts the amendment to the formation filing.
  3. Principal office. A new address for the LLC's principal office.
  4. New member. Admits a member, with the contribution and share listed in Schedule A, who signs to be bound by the agreement.
  5. Leaving member. Records that a member leaves on the effective date and who takes the member's interest.
  6. Schedule A. Replaces the list of members, contributions and shares with the one attached to the amendment.
  7. Further changes. Each line you type becomes its own numbered section, so you can amend any section of your agreement in its own words.

Everything else in the agreement stays as it was. The amendment can be signed in counterparts and electronically.

When a member joins or leaves

Read your agreement's transfer and admission rules first. Many agreements, including ours, admit a new member only with the consent of every member and require the newcomer to sign the agreement or a joinder to it; the amendment does both. When a member leaves, the agreement may give the other members or the LLC the first right to buy the interest, or set a price formula. The amendment records who takes the interest, but the price and terms of a buyout belong in a separate purchase agreement.

Shares in Schedule A should still add up to 100% after the change. The form warns you when they don't.

After you sign

  • Keep the signed amendment with the operating agreement and give every member a copy.
  • If the LLC's name changes, file the state's amendment to the formation filing. Then update the LLC's bank accounts, licenses and the IRS.
  • If the number of members changes between one and more than one, ask your tax preparer which return the LLC files next.
  • After several amendments, consider replacing them all with a new agreement. The LLC operating agreement template writes one, for one member or several.

How to amend an LLC operating agreement

  1. Read the amendment clause in your operating agreement: it says who has to approve a change, usually every member in writing.
  2. Choose the LLC's state and type its name, the date of the operating agreement and the number of this amendment.
  3. Fill in what changes: a new name or office, a member who joins or leaves, and any other change in your own words.
  4. List the members as they'll be after the amendment, with each one's contribution and share.
  5. Download the Word file or print it, and have every member sign and date it, including anyone joining or leaving.
  6. Keep it with the operating agreement, and file a state amendment if the change affects the LLC's formation filing, such as its name.

Common questions

How do you amend an LLC operating agreement?

The way the agreement itself says. Most, including ours, need a writing signed by all the members. The amendment names the agreement and its date, says exactly what changes and from when, and is signed and dated by every member; keep it with the agreement.

Do I file the amendment with the state?

No. The amendment stays with the LLC's records. But a change to something the LLC's formation filing states, such as its name, also needs an amendment filed with the state, and this template makes a name change take effect when that filing is made.

Should we amend the agreement or restate it?

An amendment changes particular provisions and is read together with the agreement. After several amendments, or a change that touches many sections, a complete new agreement that replaces the old one is easier to read and to show a bank. The free operating agreement template writes one.

Who signs the amendment?

Whoever the agreement's amendment clause requires. This template has every current member sign, including a member who is leaving, and a new member signs to agree to be bound by the agreement.

Does adding a member change how the LLC is taxed?

It can. Unless an LLC has elected to be taxed as a corporation, the IRS treats one with a single member as part of its owner's return and one with two or more members as a partnership. A one-member LLC that admits a second member usually starts filing a partnership return, so talk to your tax preparer before the change takes effect.

Is this legal advice?

No. It's a plain-English amendment that works with most operating agreements. If a member is being bought out, interests are being sold to an investor, or the change affects how profits are split, have a lawyer in your state review it.