Your Articles of Organization may need to be changed as your company needs progress. Some instances of when you would need to amend your Articles of Organization include: changes to the company name or address, registered agent name or address, members, or management or financial structure. While some of these changes do not need to be recorded with the Secretary of State, some of these changes do. You should check with a legal professional to ensure that you are in compliance with the LLC filing requirements in your state.
Your Operating Agreement should state the process by which changes to the Articles of Organization can be made and whose approval is needed. Each state also has various laws governing the approval process. Some states allow the Operating Agreement to control whereas others require that all members and/or managers of the LLC must agree.
If you do need to report the amendments to the Secretary of State, you’ll need to determine which forms you’ll have to file with the Secretary of State. Some states call this form Articles of Amendment while others refer to it as the Certificate of Amendment or Change. You should make sure you check with your state’s filing publication requirements as some states require you to announce these changes. Failing to follow the proper filing and publication requirements could lead to corporate veil piercing.
After determining the changes you need to report, you’ll need to fill out the forms and pay any required fees within the required time frame. While states differ, typically you’ll need to include the following information when filing with the Secretary of State: LLC name, date of organization, information being changed with exact text, effective date of change, name and address of LLC’s registered agent, and a person’s signature who’s authorized to sign on behalf of the company. Once reported, you’ll need to update your respective company documents.