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By The Wyoming LLC Attorney Team

May 04, 2023
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  1. How to Amend Your Articles of Organization

How to Amend Your Articles of Organization in Nevada

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Summary

This article discusses the reasons for amending Articles of Organization for an LLC in Nevada, including changes in company name, purpose, registered agent, tax election, compliance, auditing details, and membership. The article also highlights the importance of complying with state laws and filing annual reports and paying fees to avoid fines and ensure active status. The article outlines the process of amending articles, including getting approval for updates, filing an amendment with the Secretary of State's office, and ensuring compliance with state laws.

When you establish your Nevada LLC, you will file your Articles of Organization with the Secretary of State's office. This filing allows you to start operating as an LLC in Nevada. However, as your business grows and changes, it may become necessary for you to update your Articles of Organization. Here, we look at what Articles of Organization are, why you would amend your Articles of Organization, and how you can amend your documents.

What are Articles of Organization?

If you want to form an LLC, members file Articles of Organization with the state's business filing office. The articles are legal documents that contain all the information about your company, including its name, and other identifying details. The article also includes information about who will be running the company (the managers), how much each member owns, and when the LLC was formed.

Articles of Organization are the most important governing document of an LLC. The Nevada secretary of state's website has more information on how to file Articles of Organization with them as well as other legal documents. Following the state of Nevada’s guidelines, you have to make sure that you get the state’s approval when choosing a name for your LLC.

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Reasons to amend Articles of Organization

There are many reasons why you may want to amend the Articles of Organization and submit the articles of amendment for your company, including:

A change of purpose

A reason why you might want to amend your Articles of Organization is if there is a change in your LLC’s purpose. This happens when a company may want to expand its services or change the purpose of the business in some way. If this happens, then you will need to amend your Articles of Organization so that they reflect the new purpose or services of your company.

A change of company name

Another reason to amend the Articles of Organization is If you need to change the name of your company. For a company's business name to be changed, it must first be approved by the Nevada Secretary of State. Once this has been done, you can file an amendment for your Articles of Organization in Nevada and include a copy of the approved information.

A change in tax election

You can change the LLC’s tax election by amending the Articles of Organization. This involves filing a new certificate of existence with the secretary of state’s office in Nevada. You can then amend the certificate by filing an amendment.

A change of registered agent

In Nevada, you can also amend the Articles of Organization to change your registered agent. In other words, you can change who is responsible for receiving legal documents and communications from the state. The registered agent has to be a licensed Nevada attorney or an entity that is legally organized in Nevada.

Modifying minor details such as compliance and auditing details

There are many reasons to amend your Articles of Organization in Nevada, but the most common reason is to modify minor details such as compliance and auditing details. Modifying these details can be done with relative ease and flexibility, which makes it easy for small businesses to make changes if needed.

Changing members of the business

If you add or remove members from your company, you will need to amend your Articles of Organization to reflect those changes.

A change of contact information

Another reason to amend the Articles is that you may want to change the contact information for your business. The state needs to have a way of contacting the business. They also need contact information if they need to send you something regarding your business. A primary email address and phone number are good examples of the types of information that would be necessary here.

A change in the number of shares a corporation issues

If your business wants to increase the number of shares it issues, you will need to amend your Articles of Organization in Nevada. You can do this by filing a form with the Nevada Secretary of State’s office. This document provides information about the number of shares that have been issued and where they are being registered. It also lists any other changes made to your number of shares since your original filing.

What happens if you don’t change your Articles of Organization?

The state needs certain information about your LLC for it to officially operate. For example, Nevada requires that you file an annual report and pay the correct fees for doing so. If you fail to provide this information or pay any of the required fees, your LLC may be subject to fines by the state.

Also, if you do not file a final report on time, your LLC may be considered inactive by the state. This means that it would no longer be able to operate in Nevada or any other state where it was registered.

How to change Articles of Organization in Nevada

Here's how you can change your LLC’s Articles of Organization:

1. Determine whether you need to update your documents

First, it's important to understand that the state laws for this process vary depending on which state your business is registered in and what type of document you are amending (articles, bylaws, or operating agreements). In Nevada, for example, if you need to update the Articles of Organization for your business (i.e., add or remove members from the board), then you need to file an amendment with the Secretary of State's office. Use the checklist mentioned above to see if you need to amend any documents.

2. Get approval for any updates

Before filing any paperwork with the state, make sure that you have reviewed any operating agreement that was created at the time of formation. Your operating agreement should clearly outline all of your rights as members and managers, including voting rights and other financial responsibilities. You also need to make sure that all members and managers agree with these terms to file your articles of amendments.

3. Complete the appropriate forms

If you need to amend your Articles of Organization in Nevada, you will need to complete the appropriate forms to file your articles of amendment. You can also call it a certificate of amendment or certificate of change. It’s important to note that everyone who owns an interest in the company must sign the amendment form before it can be filed with the Secretary of State’s Office. Check if you need to publish any notes of changes. In Nevada, there are 2 forms to fill out which include Before Issuance of Members Interest and After Issuance of Members Interest. You can also complete a Certificate to Accompany Restated Articles or an Amended and Restated Articles Form.

4. File the articles of amendment

You then need to file your articles of amendment to the Secretary of State. You must include:

  • The exact text of the articles being changed
  • The date of organization and name of the LLC
  • The name and address of your registered agent
  • Signatures of all members

5. Pay any fees and update your company documents

You'll need to review your articles of amendment, which you can find on the Nevada Secretary of State's website, and pay the filing fee which is $175. When making changes to your articles of amendment, be sure to reflect any other changes made in the articles of amendment to your business' operating agreement or other forms or documents. If you fail to do so, your LLC could face further fees. You also want to check any leases, banking information, and contracts so they reflect the amended information.

Why you should contact a business attorney before amending articles

If you're planning on amending the Articles of Organization for your LLC, then you should consider hiring a business attorney to help you with this process. A business attorney can help you determine if it's necessary for you to amend your articles and how best to do it. This in turn can save you time and money in the long run and helps to protect both you and your company from legal action.