From time to time, your LLC's fundamental structure as set out in your initial operating agreement will need to change. This LLC operating agreement addendum allows you to make those changes and update your LLC's operating agreement to accurately represent the organization's new operational structure. Since an addendum references the document it is changing, you should have your existing operating agreement and any previous addendums readily available to reference when completing this form.
This LLC operating agreement addendum begins by referencing the initial operating agreement and all previous addendums to the operating agreement. The purpose of the reference is to clearly identify the correct documents being updated. This is particularly important when there are multiple versions of the operating agreement or various prior addendums to the operating agreement. It may lead to confusion if these versions are not carefully organized.
To identify the original form of the operating agreement being amended, add the date that your initial operating agreement was entered into (this is the effective date of the original agreement). Then, determine and select the date this addendum will go into effect in the "Effective Date of This Amendment" field.
The addendum number chronologically tracks the order of changes and developments in your LLC operating agreement. If this is the first time you are amending the operating agreement, then this would be the first addendum.
The LLC's membership and its associated ownership interest in the LLC operating agreement should always be kept up to date. Instead of making confusing piecemeal changes to your document, LegalNature's LLC operating agreement addendum is designed to gather all membership information in one place for a clear overview of the LLC's ownership structure.
If you are making membership and ownership interest changes, then make sure to enter all members, their respective contributions, and their respective ownership interests when this addendum goes into effect. Include all newly admitted members and exclude the information of any members that have been removed.
Similarly, if there have been any changes to the managers, such as adding new managers, removing old managers, or updating a manager's name, then make sure to enter the complete names of all managers. Exclude any managers that have been removed from their post.
For addendums unrelated to the members' ownership interests or the managers' names, make your addendum changes in the "General Amendments" section.
Identify the section being amended from the current operating agreement in the "Section Being Amended" field. This could be a specific section such as "Section 1," "Article 10.3," or "paragraph 3," or it could be a section heading such as "Members' Individual Obligations." Your answer should include as much detail as is necessary to enable a third party (e.g. an attorney, a member, or manager) to locate the referenced section being amended.
Describe exactly how the section being amended should be changed in the "New Text" field. Enter the text that you want to replace the old language with. If you simply wish to remove language from the operating agreement, enter "[Intentionally Blank]" to indicate that the referenced section is intentionally removed.
Every LLC member and manager (if any) needs to review and sign a separate signature page in order to acknowledge that they understand and accept the changes. Each party should consult with an independent attorney or financial advisor if questions should arise. The LLC may also choose to require that each signature is notarized. However, there is no legal requirement for the signatures to be notarized. Distribute copies of the final executed document to all parties and include all signature pages.
A designated representative of the company should gather all the signature pages and place this addendum with the LLC's operating agreement. As with all important company documents, LegalNature recommends that any hard copies be stored at the business's headquarters. Electronic copies of the documents should be stored in a safe location and also be accessible to the company's record keepers and owners.
If the LLC filed its operating agreement with the formation state, then you should check back with your state to file a copy of this addendum as well.
If your LLC is adding new members, then it is advisable for the current LLC members to enter into an LLC membership admission agreement with the new members to ensure everyone is on the same page on how the LLC will operate. Additionally, adding new members may result in changes to your LLC's state articles of organization filings, updates to your Employer Identification Number (EIN), and additional filings with the Securities and Exchange Commission. LegalNature's LLC membership admission agreement can help your LLC easily induct a new member into your LLC.
As you complete your LLC operating agreement addendum, you will need to provide certain relevant information. This includes the date your original LLC operating agreement went into effect, the number of prior amendments made to your operating agreement, the names or numbers of the sections being amended, and the textual changes you wish to make. If you are adding or removing members or changing their ownership percentages or contributions, then you will need to include the names, ownership percentages, and contributions of all of the members now participating in the LLC.
Use the information you collected to complete the LLC operating agreement addendum. We make this easy by guiding you each step of the way and helping you to customize your document to match your specific needs. The questions and information we present to you dynamically change depending on your answers and the state selected.
It is always important to read your document thoroughly to ensure it matches your needs and is free of errors and omissions. After completing the questionnaire, you can make textual changes to your document by downloading it in Microsoft Word. If no changes are needed, you can simply download the PDF version and sign. These downloads are available by navigating to the Documents section of your account dashboard.
Every LLC member and manager (if any) needs to review and sign a separate signature page in order to acknowledge that they understand and accept the changes. Each party should consult with an independent attorney or financial advisor if questions should arise. The LLC may also choose to require that each signature be notarized. However, there is no legal requirement for the signatures to be notarized. Distribute copies of the final executed document to all parties and include all signature pages.
The agreement allows the parties to sign and deliver it to one another electronically. This means that it is not necessary for the parties to sign a single printed agreement. Instead, they may choose to both sign the same electronic copy using electronic signatures, or they may sign separate electronic copies and email them to each other.
At a minimum, all parties that sign the document should receive a copy once it is fully executed (everyone has signed). Other interested parties may need or want copies as well. Be sure to store your copy in a safe location. It is a good idea to keep both a physical and electronic copy.
Completing additional documents will help protect the company and its owners from liability. For instance, an LLC membership admission agreement will help your LLC officially bring new members on board and ensure that the company fairly integrates the new members and their valuable contributions. Your LLC should also use resolutions at all important meetings to clearly and formally document the decisions being made. LLCs often need to show outside investors and potential partners the agreed resolutions.