Amendment to LLC Operating Agreement Template

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Updated June 01, 2022

An amendment to an LLC operating agreement changes the original terms and must be agreed to by a prerequisite portion of the member(s). The most common change to an operating agreement is the amending of its ownership. Although, any section of the original agreement may be amended. After completing and the members sign the amendment, it is added to the operating agreement and becomes one (1) document.

Table of Contents

Amending an LLC with the State

If the following is changed, it must be amended with the State:

  • Name of LLC;
  • Doing Business As (DBA);
  • Registered Agent;
  • Principal Place of Business; or
  • Mailing Address.

State Amendment Forms

When amending an LLC with the State, it is required to use the following State-issued amendment forms:

State Domestic LLC Foreign LLC
 Alabama Domestic LLC Amendment Foreign LLC Amendment
 Alaska Form 08-485 Form 08-498
 Arizona eCorp Portal eCorp Portal
 Arkansas Form LL-02 Form FL-02
 California Form LLC-2 Form LLC-LP-11
 Colorado Domestic LLC Amendment Foreign LLC Amendment
 Connecticut Form LLC-2017 Form LLC-2017
 Delaware Domestic LLC Amendment Foreign LLC Amendment
 Florida Form CR2E049 Form CR2E027
 Georgia Form CD 115 Form CD 518
 Hawaii Form LLC-3 Foreign LLC Amendment
 Idaho Domestic LLC Amendment Foreign LLC Amendment
 Illinois Form LLC 5.25 Form LLC 45.25
 Indiana Form 49460 Form 56365
 Iowa Domestic LLC Amendment Form 635_08_3
 Kansas Domestic LLC Amendment Foreign LLC Amendment
 Kentucky Domestic LLC Amendment Foreign LLC Amendment
 Louisiana Form #983 or #983A Form #346
 Maine Form MLLC-9 Form MLLC-12
 Maryland Domestic LLC Amendment Foreign LLC Amendment
 Massachusetts Domestic LLC Amendment Foreign LLC Amendment
 Michigan Form CSCL/CD-715 Form CSCL/CD-762
 Minnesota Domestic LLC Amendment Foreign LLC Amendment
 Mississippi Domestic LLC Amendment Foreign LLC Amendment
 Missouri Form LLC-12 Form LLC-14
 Montana Domestic LLC Amendment Foreign LLC Amendment
 Nebraska Domestic LLC Amendment Foreign LLC Amendment
 Nevada Domestic LLC Amendment Form 091304
 New Hampshire Form LLC-3 Form FLLC-2
 New Jersey Form L-102 Form L-102
 New Mexico Form DLLC-AM Form FLLC-AM
 New York Form 1358-F Form 1360-F
 North Carolina Form L-17 Form L-10
 North Dakota Domestic LLC Amendment Foreign LLC Amendment
 Ohio Form 543a Form 543b
 Oklahoma Form 0079 Form 0082
 Oregon Domestic LLC Amendment Foreign LLC Amendment
 Pennsylvania Form 15-8822 Form 15-413
 Rhode Island Form 401 Form 451
 South Carolina Domestic LLC Amendment Foreign LLC Amendment
 South Dakota Domestic LLC Amendment Foreign LLC Amendment
 Tennessee Form SS-4247 Form SS-4231
 Texas Form 424 Form 406
 Utah Domestic LLC Amendment Foreign LLC Amendment
 Vermont Domestic LLC Amendment Foreign LLC Amendment
 Virginia Form LLC 1014 Form LLC 1055
 Washington Domestic LLC Amendment Foreign LLC Amendment
West Virginia Form LLD-2 Form LLF-4
 Wisconsin Form 504 Form 504
 Wyoming Domestic LLC Amendment Foreign LLC Amendment

Amending an LLC with the IRS

If changing the tax status of an LLC, the member(s) will have to file the respective form with the Internal Revenue Service (IRS):

Changing an LLC to a Partnership

If the members of the LLC did not file any IRS documents to file as an S-Corp or C-Corp, then the entity is already being taxed as a partnership by default.

Changing an LLC to an S-Corp

The following must be submitted to the IRS:

  • IRS Form 8832 to request to be taxed as a corporation and, after successful filing,
  • IRS Form 2533 to elect being taxed as an S-Corp.

To qualify, an LLC must file both forms within seventy-five (75) days of opening the LLC or by March 15 to be taxed as an S-Corp for that year.

After filing with the IRS, the members will be converted to stockholders with their ownership interest being reflected either through newly drafted corporate bylaws or by issuing stock certificates.

There are no forms that need to be filed with the State since it remains to be a pass-through entity.

Changing an LLC to a C-Corp

There are three (3) ways to convert an LLC to a C-Corp with the State:

1. Statutory (State) Conversion

Not available in every state, and involves using State provided forms to convert the LLC into a corporation. This will commonly require the State’s conversion form to be attached to articles of incorporation using the same process for creating a new corporation.

2. Statutory (State) Merger

Involves filing a new corporation and “merging” the LLC with it by using a State issued merger form. This process is recommended for States that do not have a formal conversion plan setup. The old LLC will be dissolved (terminated) and is a more complicated process.

Like any new entity, the corporation will need to file for a new EIN, create corporate bylaws, hold annual board meetings, and issue stock to the members (who now become “shareholders”).

3. Non-Statutory Merger

This is the most involved of the methods of converting an LLC into a C-corp, but it does not require an enabling state statute to pull it off.

  1. The first step is to file with the relevant state agency to create the new corporation.
  2. The LLC would then decide to transfer all of its assets to the newly formed corporation.
  3. Whoever is empowered in the newly formed corporation would then give ownership of these assets to those who controlled the LLC.
  4. Finally, the LLC directors would file to dissolve it.

Because there are multiple steps in which potentially significant assets are only loosely under the control of the LLC’s directors, and because of the risk of inadvertently running afoul of other business organization regulations, this will almost certainly require the assistance of an attorney.