LLC Operating Agreement Amendment + Membership Certificates Kit — Any State

DOCUMENT 1

AMENDMENT NO. [AMENDMENT NUMBER] TO THE OPERATING AGREEMENT OF

[COMPANY NAME], LLC

This Amendment No. [AMENDMENT NUMBER] (the "Amendment") to the Operating Agreement of [COMPANY NAME], LLC (the "Company"), a limited liability company organized under the [NAME OF STATE LLC STATUTE] (the "Act"), dated [ORIGINAL OPERATING AGREEMENT DATE] [, as previously amended on PRIOR AMENDMENT DATES, OR DELETE] (the "Operating Agreement"), is made effective as of [AMENDMENT EFFECTIVE DATE] (the "Effective Date") by the Members of the Company identified on the signature page. Capitalized terms not defined in this Amendment have the meanings given in the Operating Agreement.

The Members, holding the percentage interests needed to amend the Operating Agreement under Section [AMENDMENT SECTION OF OPERATING AGREEMENT] of the Operating Agreement [and the Act], agree as follows:

Keep the amendments you need from the menu below and delete the rest. Each is complete on its own. The bracketed heading of each one tells you what it is for; delete that heading in the signed document and renumber the paragraphs you keep (1, 2, 3 ...). Amendment A is normally kept whenever the owners or their percentages change.

1. Members and Percentage Interests. Effective as of the Effective Date, [as a result of DESCRIBE THE CHANGE — e.g., "the admission of NEW MEMBER NAME as a Member", OR "the transfer of a 20% interest from TRANSFEROR NAME to TRANSFEREE NAME", OR "an additional capital contribution of $AMOUNT by MEMBER NAME", OR DELETE] the Members of the Company, their capital contributions and their Percentage Interests are as set out in the Restated Key Terms attached to this Amendment as Exhibit A, which replaces the table of Members, contributions and Percentage Interests in the Key Terms (or Schedule) of the Operating Agreement. Every reference in the Operating Agreement to a Member's Percentage Interest refers to the percentage in Exhibit A.

2. Manager. Effective as of the Effective Date, [NEW MANAGER NAME] is [appointed OR elected] as [Manager OR a Manager] of the Company [in place of OUTGOING MANAGER NAME, who has resigned OR been removed, OR DELETE], to serve as the Operating Agreement provides. [Alternatively: The Company is changed from a member-managed to a manager-managed company, OR from a manager-managed to a member-managed company, and every reference in the Operating Agreement to the Manager (or to the Members acting as managers) is read accordingly, OR DELETE]

3. Principal Office and Registered Agent. Effective as of the Effective Date, the principal office of the Company is [NEW PRINCIPAL OFFICE ADDRESS] [and its registered agent is NEW REGISTERED AGENT NAME AND ADDRESS, OR DELETE], and the Key Terms of the Operating Agreement are amended accordingly. The Manager will file any statement of change the Act requires with the [FILING OFFICE].

4. Name. Effective on the filing with the [FILING OFFICE] of an amendment to the Company's [FORMATION DOCUMENT NAME], the name of the Company is changed to "[NEW COMPANY NAME]", and every reference in the Operating Agreement to the Company's former name refers to the new name. The Manager is authorized to make that filing and to update the Company's accounts, licenses and registrations.

5. Fiscal Year and Tax Matters. Effective as of the Effective Date, the Company's fiscal year ends on [NEW FISCAL YEAR END] [and the Company will elect to be classified for federal income tax purposes as DESCRIBE THE ELECTION — e.g., "an S corporation" OR "an association taxable as a corporation", by filing the required form with the Internal Revenue Service, OR DELETE], and the Key Terms of the Operating Agreement are amended accordingly.

6. Additional Contributions. On or before [CONTRIBUTION DUE DATE], each Member will contribute to the capital of the Company the amount set opposite the Member's name in Exhibit A under "Additional contribution" [, in proportion to the Members' Percentage Interests, OR DELETE]. The contributions do not change the Percentage Interests [except as Exhibit A provides, OR DELETE]. A Member who fails to contribute when due is subject to the remedies the Operating Agreement provides for a default in a required contribution.

7. Distributions. Section [DISTRIBUTIONS SECTION OF OPERATING AGREEMENT] of the Operating Agreement is amended to provide that [DESCRIBE THE NEW DISTRIBUTION RULE — e.g., "the Company will distribute to the Members, within 90 days after the end of each fiscal year, at least the amount needed to pay income taxes on the Company's income allocated to them, computed at an assumed rate of 40%", OR "distributions other than tax distributions require the approval of Members holding at least 75% of the Percentage Interests"].

8. [Transfers OR Buyout OR Non-Competition]. Section [AFFECTED SECTION OF OPERATING AGREEMENT] of the Operating Agreement is amended [by deleting it in its entirety and substituting the following: NEW TEXT OF THE SECTION OR by adding at the end the following: ADDED TEXT OR by deleting the words "WORDS DELETED" and substituting "WORDS SUBSTITUTED"].

9. Other Amendment. Section [SECTION NUMBER] of the Operating Agreement is amended to read in its entirety as follows: "[NEW TEXT OF THE SECTION]".

10. Deletion. Section [SECTION NUMBER TO DELETE] of the Operating Agreement is deleted in its entirety [and the remaining sections are renumbered accordingly, OR and the heading "Reserved" is inserted in its place].

11. Ratification. Except as this Amendment provides, the Operating Agreement is unchanged and remains in full force and effect, and the Members ratify and confirm it as amended. From the Effective Date, every reference to the Operating Agreement means the Operating Agreement as amended by this Amendment.

12. Conflicts; Filings. If this Amendment conflicts with the Operating Agreement, this Amendment controls. The Manager will attach a signed copy of this Amendment to every copy of the Operating Agreement, update the Membership Interest Ledger, and make any filing with the [FILING OFFICE] that the change requires.

13. Counterparts; Electronic Signatures. This Amendment may be signed in counterparts and electronically; each counterpart is an original and together they are one instrument.

Signed as of the Effective Date.

______________________________
[MEMBER 1 NAME]

______________________________
[MEMBER 2 NAME]

______________________________
[MEMBER 3 NAME, OR DELETE]

______________________________
[MEMBER 4 NAME, OR DELETE]

Every Member whose vote the Operating Agreement requires for an amendment must sign. If a Member is a company or trust, add below the line the name and title of the person signing for it. A new Member admitted by this Amendment also signs.

INSTRUCTION SHEET

LLC Amendment and Ownership Records Kit

An operating agreement is written for the company as it is on the day it is signed. Companies change: a member buys in or leaves, the manager changes, the owners put in more money, the office moves, the owners decide to be taxed differently, a clause turns out to be wrong. Each of those changes should be written down, approved by the vote the operating agreement requires, and reflected in the company's ownership records. This kit contains the six documents that do that for a limited liability company organized in any U.S. state or the District of Columbia.

Why it matters. The operating agreement is what a bank, a lender, a buyer, the IRS and a court look at to learn who owns the company and who may act for it. If the agreement still names a departed member or a former manager, every one of them will ask for an explanation and a signed amendment. And an unrecorded admission of a new member can leave the new member with only economic rights and no vote.

Use this kit if: your company has an operating agreement (any operating agreement, not only ours) and you need to amend it, admit a member, record a transfer between members or to a trust, issue a certificate, or set up the ledger.

Use a different form if: a member is selling an interest for a price (Form US-LLC-04, the purchase agreement, which includes its own assignment, resignation and note); the company is being dissolved (Form US-LLC-05); the change needs a whole new agreement because the company is converting from one owner to several or changing its structure fundamentally (use Form US-LLC-01 or US-LLC-02, restated); or the company has no written operating agreement at all (adopt one first).

• Work in Microsoft Word (or any program that opens .docx files). Every field appears in yellow highlight inside square brackets, for example [COMPANY NAME]. Replace the whole bracket — including the brackets — with your information, and remove the highlight if you wish. Use Find and Replace for names that appear many times.

• Some fields offer choices, written as "OPTION A" OR "OPTION B", or begin with the word TYPE followed by the alternatives. Pick one, type that text in place of the entire bracket, and delete the alternatives. Never leave both options in the signed document.

• The amendment menu. Document 1 contains ten ready-made amendments, A through J, each introduced by a bracketed heading. Keep the ones you need, delete the rest, delete the bracketed heading of each one you keep, and renumber the paragraphs you keep in order (1, 2, 3 ...), keeping the three closing paragraphs at the end. Amendment A with Exhibit A is used whenever the members or their percentages change.

• Each document begins on its own page. Delete the documents you are not using, and delete the "Contents of this kit" page and the cover page before signing.