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 membership 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.

 

Member-Managed LLCs

If a LLC is Member-Managed 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).

 

Manager-Managed LLCs

If the LLC is Manager-Managed, 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.

 

Don’t have an Operating Agreement?

Get two operating agreements on one CD.  One simple (2 page), perfect for member-managed LLCs; one longer form (40 pages) for more complicated partner arrangements.  Just fill in the blanks, print, & sign.

To order the Operating Agreement CD for $25 CLICK HERE

 

Step II – Make it Public - File Amended Annual Report (optional)

          Note:  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, you can report these changes by filing an Amended Annual Report.

1.    Go to http://www.sunbiz.org/ and click on “E-Filing Services” and “Annual Report Filing” from the drop-down menu.

2.    Enter in the Document Number (Find this here: http://www.sunbiz.org/corinam.html)

3.    If you have not filed your annual report for that year, you can do so now and report all your directors and current officers (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 “Officer/Director Signature” where indicated at the bottom of the page and submit.

4.    You will pay $61.25 for an Amended Annual Report.  It will be filed within about 1 to 5 working days.