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Ask a Lawyer -- LLCs
LLC Question 144
Question:
Do I now have to create a new document to include changes to my operating agreement?
Response: When LLC members wish to amend and existing operating agreement, there are basically two options: (a) create an entirely new agreement which supersedes the original or (b) create a document titled "amendment" which leaves the prior agreement in force, however, amends specific sections of the original operating agreement. Option (b) is best for small changes such as adding a new member. For significant changes, I'd just create a new document and indicate that the prior agreement has been superseded.
Must the amendment be in writing? Many states require operating agreements to be writing. See survey of state LLC laws. In those states, the amendment would also have to be in writing. Also, if you have an existing written operating agreement, it almost assuredly provides that an amendment thereof must be in writing. The standard MedLawPlus.com® operating agreement so provides. I've drafted a sample LLC Operating Agreement Amendment for addition of a new member.
Submitted: 11/13/2007; Rick, IN
Response: 11/13/2007; JJR
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