Amending Articles of Organization & Change of Registered Office or Registered Agent

Amending Articles of Organization

A limited liability company may amend its articles of organization to include or modify any provision that is required or permitted to appear in the articles or to omit any provision not required to be included. Amendments are required when any changes are made in the articles of organization. The amendment form is available at the Secretary of State’s website at www.sos.state.mn.us/index.aspx?page=331 or by fax from the Fax Forms library at (651) 296-2803 or by mail from the Secretary of State.

Articles of organization may be amended by submitting the amendment to the members at a regular or special meeting called with proper notice. Proper notice means that information on the time, location and meeting agenda and a brief description of the amendment is mailed to each member at least ten days before the meeting, unless other laws or the articles or bylaws permit a shorter time for notice. The amendment must be approved by a majority of the voting power of the members unless the articles require a larger majority or the amendment will increase a majority already required in the articles of a closely held limited liability company. If this larger majority is to be adopted, the amendment must be approved by this higher majority.

Electronic meetings and participation by electronic means are permitted in Minnesota. Consult your attorney for further information on how to properly set up a virtual meeting, do corporate business by electronic mail, or allow electronic participation in physical meetings.

The articles of amendment must include the following provisions: the name of the limited liability company as it appears in the records of the Secretary of State; the text of the amendment; and a statement that the amendment was adopted pursuant to Minnesota Statutes Chapter 322B. There is a $35 filing fee.

A limited liability company also may restate its articles of organization in their entirety. In addition to stating the name of the limited liability company and reciting that the restatement was approved pursuant to Minnesota Statutes Chapter 322B, all articles are presented in the language which the limited liability company now wishes to use. In other words, all changes are combined in one document. A restatement that includes substantive amendments must be approved by the members in the same way as any other amendment is approved. If the restatement is only to combine all previous changes into one document, only the board of governors need approve.

Articles of amendment must be signed by a person who has been authorized by the limited liability company to sign such documents.

Change of Registered Office or Registered Agent

Every time a limited liability company moves or changes its registered agent, it must report the new information to the Secretary of State on a change of address/agent form which is available at the Secretary of State’s website at www.sos.state.mn.us/index.aspx?page=331 or by fax from the Fax Forms library at (651) 296-2803 or by mail from the Secretary of State. The form states the name of the limited liability company, the new address of the registered office, the name of the new registered agent, if one is being appointed, and that the change was approved by the board of governors.

If a registered agent is appointed, the registered agent must be physically located at the registered office address. The statement must be signed by an authorized representative of the limited liability company. There is a filing fee.

The registered office address and agent information can also be changed using the amendment procedure described above.

This post is part of a series of posts on forming a limited liability corporation.