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  1. #1
    Join Date
    Feb 2016
    Posts
    5

    Default Do You Need to Amend a LLC Operating Agreement to Add Another Member

    My question involves business law in the state of: delaware

    i just received the certificate of formation from the people that i paid to form my LLC. They also sent me a few more documents like minutes of the company and a default operating agreement until one is drafted by the company. Originally i planned on having a single member LLC but since i found out i cant open a bank account remotely, i've decided to offer partnership to a relative, who lives in the United States, who'd open the bank account on behalf of the company. Do i need to amend the operating agreement stating i've added a member to the LLC or should i just adopt a new OP stating that this company is a multi member LLC? since the certificate of formation does not include name of the members, can i just write an operating agreement stating that it has been a multi member LLC from the beginning?

    Also i couldnt get an answer to this question in my previous thread so i'll ask again here. Delaware LLC's are member managed by default, correct? so can i just change it to manager managed by stating so in the operating agreement?

    Thanks in advanve
    Ben

  2. #2
    Join Date
    Mar 2013
    Posts
    18,340

    Default Re: Do You Need to Amend a LLC Operating Agreement to Add Another Member

    If you have already filed your LLC with the state, you'll need to file an amendment for ANY changes to your LLC.

    The amendment form can be found at:

    http://corp.delaware.gov/corpformsllc09.shtml

    I wouldn't swear to it but I don't think your operating agreement has to be filed. That's between you and whoever.

    However, I strongly suggest you study the Delaware LLC statute:

    http://www.delcode.delaware.gov/title6/c018/sc01/

    And anything else you find on the state's website rather than looking towards strangers on the internet.

  3. #3
    Join Date
    Feb 2016
    Posts
    5

    Default Re: Do You Need to Amend a LLC Operating Agreement to Add Another Member

    Thanks for your reply. I dont have to file an amendment if all i'm doing is adding a member. In Delaware, the state doesn't want to know who the owners are and i didnt add my name while filing the article of organization, or certificate of formation in case of Delaware. I told the guys who filed my LLC that it would be a single member LLC and they sent me a single member operating agreement today. I haven't signed it yet. i wanted to know if i want to add a new member can i just write a new OP or do i have to make an amendment to the OP that i received today? i dont know how this works. Should i add a section to the operating agreement to mention all the amendments i/we make from now on or can i just get a new OP stating its a multi member LLC and be done with it?

    I'm not financially capable to hire an attorney so i've been looking on the internet. The delaware secretary of state's website is too confusing. i'm not an american citizen and english is not my first language. I find it very difficult to understand the laws since they're written in cryptic language with tons of punctuation.

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