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AMENDING YOUR LLC OPERATING AGREEMENT

Typically, the limited liability company (“LLC”) Operating Agreement itself will stipulate how the Operating Agreement will be amended, modified, or revoked. As with any provision of the Operating Agreement, the drafters of the document have broad discretion in determining the procedures for amending, modifying, or revoking the Operating Agreement.  For example, the Operating Agreement can provide that the unanimous consent of all members is required, that the consent of the majority-in-interest (over 662/3%) of the members is required, or that the consent of the majority (over 50%) of the members is required.

It is very important that you amend your Operating Agreement when making a change to your business arrangement, such as, adding a member, changing the manager, making additional capital contributions to the LLC, etc.  It is common to require the members to seek the consent of the members holding at least 662/3% of the interests in the LLC.  Without requiring the members to seek this consent, a member will have the authority to modify the LLC Operating Agreement as he, she, or it see fit, which could have a negative impact on the other members.

When you amend your current Operating Agreement, the new LLC Operating Agreement will supersede any previous LLC Operating Agreements of the entity (the previous agreements will be considered cancelled) and the LLC and its members will be governed by the new amended and restated Operating Agreement.

The following chart summarizes the default rules for amending the LLC Operating Agreement for all 50 states.  Typically, the members are free to set their own rules for amending the LLC Operating Agreement, however, in most cases the consent of at least 662/3% of the LLC members is required in order to amend the LLC Operating Agreement.

STATE

AMENDING THE OPERATING AGREEMENT

Alabama

Unless the Operating Agreement states otherwise, the Operating Agreement must be amended by the written consent of all the members.

 

Alaska

Unless the Operating Agreement states otherwise, the Operating Agreement must be amended by the written consent of all the members.  However, the Operating Agreement may reduce this level of consent of amendment to a majority of the members.

 

Arizona

Unless the Operating Agreement states otherwise, the Operating Agreement must be amended by the written consent of all the members.

 

Arkansas

Unless the Operating Agreement states otherwise, the Operating Agreement must be amended by the written consent of all the members.

 

California

Unless the Operating Agreement states otherwise, the Operating Agreement must be amended by the written consent of all the members.  Note: The Operating Agreement cannot reduce the membership vote required to amend the Articles of Organization below a majority-in-interest of members.

 

Colorado

No statutory rule exists for amending the LLC Operating Agreement.  The members may set their own rules for amending the LLC Operating Agreement.

 

Connecticut

Unless the Operating Agreement states otherwise, amendments to the Operating Agreement must be approved by at least two-thirds in interest of members.

 

Delaware

No statutory requirements exist for amending the Operating Agreement. The members may set their own rules for amending the LLC Operating Agreement.

 

District of Columbia

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement must be approved by members who own at least a majority of the interests in the profits of the LLC.

 

Florida

Unless the Operating Agreement states otherwise, amendments to the Operating Agreement can only be made by the members.

 

Georgia

Unless the Operating Agreement states otherwise, amendments to the Operating Agreement must be approved by all the members.

 

Hawaii

Unless the Operating Agreement states otherwise, amendments to the Operating Agreement must be approved by all the members.

 

Idaho

Unless the Operating Agreement states otherwise, amendments to the Operating Agreement must be approved by all the members.

 

Illinois

Except as otherwise provided in the LLC’s Articles of Organization or Operating Agreement, managers may, by a majority vote, amend the Articles of Organization to remove the name of an initial manager who is no longer a manager, remove the name of the initial registered agent of the LLC, or change the LLC name.  Other amendments to the Operating Agreement require the approval of all members.

 

Indiana

Unless otherwise provided in the Operating Agreement, a unanimous vote of members is required to amend the Articles of Organization or the Operating Agreement.

 

Iowa

Unless otherwise provided in the Operating Agreement, a unanimous vote of members is required to amend the Articles of Organization or the Operating Agreement.

 

Kansas

Unless otherwise provided in the Operating Agreement, a majority vote of members (voting is according to capital account balances unless otherwise provided) is required to dissolve the LLC or sell all its assets.  However, the written consent of all members is required to voluntarily dissolve the LLC.

 

Kentucky

Unless otherwise provided in the Operating Agreement, a majority-in-interest is required to amend the Articles of Organization to change management of the LLC from member to manager or vice-versa, or to amend the Operating Agreement.

 

Louisiana

Unless otherwise provided in the Operating Agreement, a majority of the members is required to amend the Articles of Organization or the Operating Agreement.

 

Maine

Except as provided in the Operating Agreement, amendments to the Operating Agreement can be made only after approval by all the LLC members.

 

Maryland

Except as provided in the Operating Agreement, amendments to the Operating Agreement can be made only after approval by all the LLC members.

 

Massachusetts

No statutory requirements exist for amending the Operating Agreement.  The members may set their own rules for amending the Operating Agreement.

 

Michigan

No statutory requirements exist for amending the Operating Agreement.  The members may set their own rules for amending the Operating Agreement.

 

Minnesota

Amendments to the Operating Agreement must be approved by a majority vote of LLC members.  Note: amendments to the Operating agreement are typically reserved for governors.

 

Mississippi

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement must be by the approval of all members.

 

Missouri

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement must be by the approval of all members.

 

Montana

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement must be by the approval of all members.

 

Nebraska

No statutory rules exist for amendments to the Operating Agreement.  Voting for amendment will be governed by the Operating Agreement.

 

Nevada

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement must be approved by all the members.

 

New Hampshire

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement must be approved by all the members.

 

New Jersey

Amendments to Operating Agreements are approved as provided in the Operating Agreement.

 

New Mexico

Unless otherwise provided in the Operating Agreement, the approval of a majority of the voting members is required to amend the Operating Agreement.

 

New York

Unless otherwise provided in the Operating Agreement, the approval of a majority-in-interest (the members with a majority of the interests in the LLC profits) of the voting members is required to amend the Operating Agreement.  However, amendments to the Operating Agreement that accomplish any of the following purposes must be approved by all members adversely affected by the amendment: (i) a change in contributions made by members, (ii) a change in the allocation of tax items, or (iii) a change in the manner of computing distributions.

 

North Carolina

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement require the approval of all members.

 

North Dakota

If membership management is adopted, amendments to the Operating Agreement require the approval of all members.

 

Ohio

No statutory rules exist for amending the LLC Operating Agreement. The Operating Agreement shall govern how it shall be amended.

 

Oklahoma

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement require approval by a majority vote of the members.  However, all members must approve amendments to the Operating Agreement that:

·         Reduce the LLC’s term of existence

·         Reduce the vote required to dissolve the LLC

·       Permit the member to voluntarily withdraw from the LLC

·       Reduce the vote required to amend the Operating Agreement or Articles of Organization

 

Oregon

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement require approval of all the members.

 

Pennsylvania

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement require approval of all the members.

 

Rhode Island

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement require approval of the members owning a majority of the value of capital contributions made to the LLC.

 

South Carolina

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement require approval of all the members.

 

South Dakota

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement require approval of all the members.

 

Tennessee

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement require approval of a majority of members.

 

Texas

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement require approval of a majority of the members.

 

Utah

The Operating Agreement can be amended as set forth in the Operating Agreement.

 

Vermont

Unless otherwise provided in the Operating Agreement, the Operating Agreement can be amended with the consent of all the members.

 

Virginia

Unless otherwise provided in the Operating Agreement, the Operating Agreement can be amended with the approval of a majority of the members.

 

Washington

Unless otherwise provided in the Operating Agreement, the Operating Agreement can be amended with the approval of all members.

 

West Virginia

Unless otherwise provided in the Operating Agreement, the Operating Agreement can be amended with the approval of all members.

 

Wisconsin

Unless otherwise provided in the Operating Agreement, the Operating Agreement can be amended with the approval of all members.

 

Wyoming

No statutory requirement exists for amending the Operating Agreement.  The Operating Agreement shall govern how it should be amended.

 

 

 

 

 
Disclaimer: The information provided in this site is not legal advice, but general information on legal issues commonly encountered. Neither myLLCoperatingagreement.com nor myLLCagreement.com is a law firm and neither is a substitute for an attorney or law firm. This site is not intended to create an attorney-client relationship, and by using myllcoperatingagreement.com or myLLCagreement.com, no attorney-client relationship will be created with myllcoperatingagreement.com or myLLCagreement.com.

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