Certain changes to your limited liability company (LLC) require notifying the state through a California LLC amendment. Whether you’re choosing a new business name or restructuring management, these changes need to be documented by filing California Articles of Amendment (California officially calls them an Amendment to the Articles of Organization). Let’s walk through how to do this, and how we can help.
What are California Articles of Organization?
Articles of Organization are the documents you file with the California Secretary of State to officially form your LLC. The articles must contain the following information:
- LLC name
- Business address
- Name and address of agent for service of process
- Management structure (manager-managed or member-managed)
For help forming an LLC, check out our California LLC formation service. Not only can we help file your Articles of Organization, but we also provide California Agent of Service and other compliance services to make your life a little easier.
Step 1: Determine if you need to change your California Articles of Organization
Articles of Organization are what make an LLC official and allow the entity to legally operate within the state. If the information on the Articles of Organization changes, the state must be made aware for several reasons.
First, the information on the Articles of Organization is public, so for contact purposes, it must be up to date.
Second, the agent for service of process is responsible for receiving important legal documents on behalf of the LLC. If the party serving process doesn’t know who or where to deliver the documents, that’s a problem.
Third, for state compliance and auditing purposes, the LLC’s business information must be accurate.
If your Articles of Organization aren’t current, your LLC may lose its “good standing” status with the state. This can significantly impact the success of your business since a Certificate of Status showing good standing is often required to open a business bank account, obtain financing, and enter into some business transactions.
Failure to file an amendment to your Articles of Organization will also keep the state from issuing a Certificate of Filing All Documents.
Step 2: Identify what to change in your California Articles of Organization
An LLC must report the following changes with an Amendment to the Articles of Organization using the proper form, which as of 2021 is Form LLC-2:
- LLC name
- Management structure
- Any additional amendments to the original Articles of Organization
Be as specific and accurate as possible when making amendments and include any supporting documentation. Submit the form to the California Secretary of State, Business Filings Unit.
Note that changing the LLC’s business address, the name or address of LLC managers, or the agent for service of process requires a different form.
Step 3: Gather information for filing your California amendment
To complete the Amendment to the Articles of Organization, you will need the following information:
- The LLC name
- The LLC’s 12-digit entity number
- The LLC purpose
- The signature of an authorized person
Unless the LLC’s Articles of Organization require a greater number, the form must be signed by at least one manager (for manager-managed LLCs) or at least one member (for member-managed LLCs). Computer generated signatures aren’t allowed.
If you don’t know your LLC’s 12-digit number, you can find it on California’s business database.
Step 4: File your California LLC amendment
The Amendment to the Articles of Organization must be filed with the California Secretary of State, Business Programs Division by mail, in person, or online.
There are filing fees, but they can change from time to time. Consult the Secretary of State’s website for the most up-to-date information.
We provide a Worry-Free Compliance service, where we make amendment filings a bit easier for you. Our service includes two yearly amendments, maintaining state filing requirements, and support if you lose your good standing status.
California Amendment to Articles of Organization vs. Restated Articles of Organization
You have the option to either amend or restate Articles of Organization. The process of restating the LLC’s Articles of Organization is the same as for amending them. Other than a different form name, the information requirements, filing methods, and filing fees are the same. To file Restated Articles of Organization, file a Form LLC-10.
California Amendment to Articles of Organization vs. Certificate of Correction
A Certificate of Correction differs from an Amendment to Articles of Organization. With an amendment, you’re changing information within the Articles of Organization. With a Certificate of Correction you’re correcting inaccurate information or defectively signed Articles of Organization.
To file a Certificate of Correction, submit a Form LLC-LP-11 with the Secretary of State, Business Entities Filings Unit by mail or in person.
For accurate filing fee information, check the Secretary of State’s website.
Rely on us to help keep your LLC state compliant!
A California LLC amendment requires filing the appropriate and accurate documentation. This is incredibly important if you want your LLC to remain in good standing with the state.
We can help file your Amendment to Articles of Organization with our amendment services. If you would like to avoid the hassle of regular state filing requirements, and receive help with two yearly amendments, check out our Worry-Free Compliance service. We’re here to make life easier, so you can focus on running your business.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
- Do I need an attorney to amend my Articles of Organization in California?
You don’t need an attorney to amend your Articles of Organization, but if you have specific questions or certain business needs, you may want to consult with a business attorney. While the Secretary of State may be able to answer general questions about the forms, they won’t provide legal advice.
- What business changes can be reported in a California form?
You can make changes to your LLC name or management structure and make other amendments to the original Articles of Organization. However you do need to use a separate form to change the LLC’s business address, the agent for service or process, or the name or address of LLC managers.
- Are California LLC Amendment to the Articles of Organization the same as a biennial report?
No. An Amendment to the Articles of Organization is a change of LLC information, whereas an biennial report (or Statement of Information) is a report of the LLC information, such as company owners, business address, and a description of the business, as it currently is. The Statement of Information is due within 90 days of initial registration of the LLC and every two years thereafter.
- How long does it take to file an LLC Amendment to the Articles of Organization in California?
Processing times vary based on how the document is submitted and when it’s received by the California Secretary of State’s Office. Their office does provide a processing database where they track which documents they’re currently reviewing based on the date of submission.
- What will I receive from the State of California when the LLC Articles of Amendment are filed?
If you submit the amendment online, you will receive an email indicating your Articles of Amendment were approved or need correction. Upon filing, you will receive a plain copy of the filed document and can pay an additional fee to have it certified.
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