Info about the Limited Liability Company & Corporation

My limited liability company agreement is outdated- How do I update it?

A limited liability company agreement is the operating agreement for your LLC business.  It is not meant to be signed once and then forgotten.  Ideally, you should amend and update it anytime there is a change that is required to be reflected in the provisions of the agreement.

There are two ways to update an operating agreement.  This first is with a written amendment.  These are tricky and you should make sure the amendment refers to the underlying limited liability company agreement and has clear language as to what has changed or updated from the old one.  The most important requirement is that the amendment be signed by EVERY member who is a member at the time of the amendment.

The second way to update an LLC agreement is to just replace the old one in its entirety with an updated one that reflects the current status of the LLC. This replacement would be officially called a RESTATED limited liability company agreement and, somewhere close to the beginning of the document, there should be language that states that the document is replacing, in its entirety, the Operating Agreement of [name your LLC], dated {insert date of old agreement].

Lastly, you need to keep all old and current records of any documents that are or were part of the LLC agreement of your limited liability company.  You may need to show which document and/or amendments were in place at different periods of time.

Please get the help of your attorney when first doing these as it is important that you follow the required processes of your LLC, get the necessary votes. and prepare and execute the right documents when updating your limited liability company agreement.