How to Change Members of Florida Limited Liability Company
Removing a member or adding a member to a Florida LLC is pretty simple. However, it is not done by filing something with the Secretary of State of Florida.
Step I – Change Internally
Any changes made to the members or managers are usually done through the LLC’s operating agreement privately, that is without a public filing. Who can make the changes depends on whether the LLC is managed by its members or by managers.
01 Member-Managed LLCs
If a LLC is Member-Managed (managed by the owners) and it wants to remove a member, all the members, including the member being removed should sign a new operating agreement showing all members (except the member being removed). Having the member being removed sign is important to show agreement.
If a Member-Managed LLC wants to add a member; all the members, including the new member can simply sign a new operating agreement listing all members (including the new one).
02 Manager-Managed LLCs
If the LLC is Manager-Managed (managed not by the owners, but separate managers) and a member is being removed, this will often be done by having the member leaving the LLC redeem his/her member interest. This is often evidenced by a membership certificate being sold/redeemed back to the LLC.
If a Manager-Managed LLC wishes to add a new member, the LLC would simply issue a new member certificate representing the new interest the member will receive. NOTE: If membership certificates are expressed in a percentage of ownership, all members may have to redeem their certificates and receive new certificates in return reflecting their new percentage.
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Step II – Make it Public (optional)
Changes to the members do not need to be filed with the state of Florida. However, if it is important to make these changes public (i.e. A member or manager wants to see this publically), you can report these changes by filing an Amended Annual Report or Articles of Amendment with the Secretary of State.
01 File Amended Annual Report
- Go to http://www.sunbiz.org/ and click on “E-Filing Services” and “Annual Report Filing” from the drop-down menu.
- Enter in the Document Number (Find this here: http://www.sunbiz.org/corinam.html)
- If you have not filed your annual report for that year, you can do so now and report all your members or managers (including those who were changed). However, if you have already filed your annual report for this year, you will be prompted to “Continue” and then you’ll fill out the Annual Report, just as you did before. Anything that needs to be changed, simply type over the already existing text. Type in the Registered Agent name (as signature), assuming they continue to accept being your corporation’s registered agent. Type in your name as the “Member/Manager Signature” where indicated at the bottom of the page and submit.
- You will pay $50 for the amended annual report or $138.75 for a regular Annual Report. It will be filed within about 1 to 5 working days.
02 File Articles of Amendment
If your limited liability company is new (i.e. newly created this year), then you will not be able to file an amended annual report with your state. To change the public record would require your filing articles of amendment, amending the articles of organization filed to recently create the new LLC.
Note: Changes to the LLC, including changes to the members or the managers, do not need to be reported. So, filing articles of amendment for the purpose of changing the public record is completely optional.
Here’s the process:
- Go to http://www.sunbiz.org/ and download articles of amendment form.
- Complete and send to the Secretary of State along with a check for $25.
- The state will return the approval to you in approximately two weeks.