Under Florida’s Revised Limited Liability Corporations Act, you may amend your business entity or nonprofit company’s Articles of Organization through a convenient process. This guide will provide you with an overview of how to file a Florida LLC amendment and answer several frequently asked questions.
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Common Reasons for a Florida LLC Amendment
Businesses, not-for-profits, and other limited liability companies must remain abreast of current and emerging business or social trends. To remain successful, such nonprofit and business entities must also be familiar with Florida laws. The Florida LLC amendment statutes enable you to update your basic information, such as name, mailing address, and membership.
You may file Articles of Amendment with the Florida Division of Corporations, an office within the Florida Department of State managed by the Secretary of State.
Here are the common reasons for a Florida LLC amendment and how to change your entity’s name, address, membership, and other information.
Florida LLC Name Change
One of the most distinctive features of your LLC is its name. To change it, you would need to amend your Florida LLC’s Articles of Organization.
How to Change the Name of an LLC in Florida
To complete an Articles of Amendment form pursuant to Florida statutes, you must submit an application including the new name. This name must end with “Limited Liability Company,” the abbreviation “L.L.C.,” or the designation “LLC.”
To determine whether your desired new name is available, you must check the Division of Corporations’ website www.sunbiz.com. Remember, your new name must be distinguishable from those of already existing LLCs.
You may no longer reserve names or perform preliminary searches through the Division of Corporations itself, so the onus is on you to avoid infringement.
Florida LLC Change of Address
Similar to amending your LLC’s name, you may change your LLC’s address by amending your Articles of Organization.
How to Change the Address of an LLC in Florida
Your LLC’s principal business address must be a street address. However, you may use a P.O. Box for your mailing address.
In addition to filing Articles of Amendment, you may also change your LLC’s business or office address in your annual report, in a restatement of Articles of Organization, or in a reinstatement application.
This is true of both Florida and foreign LLPs. However, a foreign limited liability company may also change its address by amending its certificate of authority.
Amendment to Operating Agreement Removing a Member
A Florida LLC operating agreement, if you have one, will provide the clearest directions for removing a member. One common reason for removal is that a member breached their LLC fiduciary duties. If this is the situation for you, you may remove a member using one of the below options.
How to Remove a Member from an LLC in Florida
First, a member may voluntarily terminate membership in an LLC through whatever mechanism in your operating agreement. Most provide for voluntary buyouts.
Second, you may involuntarily expel a member according to the terms of the operating agreement. This usually occurs due to a member’s misconduct.
Third, your limited liability company may seek involuntary expulsion through court order. This is often a method of last resort.
The Florida Revised LLC Act provides a fourth, new mechanism for involuntary expulsion by unanimous consent of all other members when:
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It would be illegal for the LLC to conduct its business with a particular member
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That particular member’s entire transferable interest has been transferred
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That particular member was an entity that has now been dissolved.
Amendment to Operating Agreement Admitting a New Member
Pursuant to the Florida statutes, there are four ways to add an amendment to operating agreement adding a member. This may also be termed an LLC membership admission agreement.
How to Add a Member to an LLC in Florida
These four ways include adding new members (1) as provided for in the Articles of Organization, (2) as the result of a merger or interest exchange, (3) with the consent of all members, or (4) in certain transactions surrounding the dissolution of an LLC.
Nonetheless, you may also add a member by amending your operating agreement, which you may do by filing Articles of Amendment just like in the two examples above.
In this instance, you would be filing Articles of Amendment to the operating agreement adding a member through an LLC admission agreement. In any instance, however, you should have the new member(s) sign the current operating agreement or have all members sign a new one.
Other Reasons to File an Amendment
In addition to the above amendments, there are also other situations where an LLC may amend its Articles of Organization. This occurs when either a member or manager of a member-managed LLC learns of an error in the current articles. This error may be corrected via amendment or by filing a statement of correction.
How to Amend an Operating Agreement
While not mandatory, it is most likely in your nonprofit or business entity’s best interest to have an operating agreement tailored to your organization’s needs. This is because those LLCs lacking an operating agreement are subject to the Florida statutes’ one-size-fits-all approach, which is decidedly less clear than would be your operating agreement.
Whether you want to make one of the changes listed above or below, here is how to amend an LLC operating agreement.
1. Complete Cover Letter
You must complete the cover letter by providing your LLC’s name and contact information of its registered member or authorized member.
2. Complete Articles of Amendment
The Articles of Amendment is a form letter allowing you to change your LLC’s name, update the principal office and mailing address, and add a new registered agent(s). If changing the registered agent, the new agent must also sign the amendment form.
Similarly, you may also change the authorized member(s) or managing members, if your LLC is a member-managed entity.
Lastly, don’t forget to select the desired effective date of your amendment. The statutes require this date to be no earlier than the date the amendment was submitted and no later than 90 days thereafter.
3. Change Any Other Information
The amendment form also provides about a full page of blank space in which you may describe any other changes to your Articles of Organization. You may also add supporting documents or further explanations as needed.
4. Pay Applicable Filing Fees
The Registration Section of the Florida Division of Corporations charges $25 to file your amendment. You may obtain a Certificate of Status for $5 and a certified copy of the submitted amendment for $30.
5. Mail Materials to Registration Section
Finally, mail your completed application to the Registration Section of the Division of Corporations. The mailing address is P.O. Box 6327, Tallahassee, FL 32314.
Florida LLC Amendment vs Addendum to Operating Agreement: What’s the Difference?
In addition to amending your operating agreement, you may also complete an addendum to the operating agreement as well. But how do you add an addendum to an operating agreement?
As opposed to filing an amendment to your operating agreement, filing an addendum allows you to provide additional information or explanatory notes about the agreement. In essence, an amendment changes one or more provisions of the agreement while the addendum provides more information.
Need Help With LLC Amendment Florida Laws?
The Cueto Law Group is a premier Miami law firm for domestic and international business law and litigation with experience in business contracts, formation and operating of limited liability companies, and other related practice areas. We have extensive experience with the Florida Revised Limited Liability Company Act and are a go-to firm in advising businesses and nonprofits on corporate law.
Contact us today.
Final Points
Amending your LLC’s Articles of Organization is generally a straightforward process as outlined above. But even when changing your name, address, or membership, an error could subject your entity to fines. Working with a trusted partner like the Cueto Law Group will ensure that your amendment or addendum complies with Florida law.
FAQs
Can I Change the Name of My LLC in Florida?
Yes! To change the name of your Florida LLC, you must file Articles of Amendment and mail the document to the Registration Section of the Division of Corporations with the Florida Secretary of State’s Office. The amendment requires a $25 fee, which must also be mailed.
Can I Amend a Florida LLC Online?
No. Unfortunately, Florida does not offer the amendment process online. Therefore, you must complete the Articles of Amendment application either by using a PDF reader or printing and completing the document using a pen. You must also mail the $25 fee rather than pay online.
How Long Does a Business Amendment Take?
It depends. The Florida Division of Corporations advises that the process typically takes about three to four weeks. Applications are processed in the order received, and there is no option for expedited processing. Therefore, the process could take longer if there is a large backlog.
Can I Change My LLC Business Description?
Yes! The final page of the Articles of Amendment provides a section in which the Florida LLC may amend “other information.” In this section, you may explain your desired new business description along with your reasoning. Note that you may use the section of the form and provide supporting documentation.
