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When an LLC must amend its articles of organization

Articles of organization can be amended or restated at any time. Florida requires an amendment to include the company's current name, the filing date of the articles, the change being made, and any delayed effective date, and the fee is $25.

Last checked against the official sources listed on this page.

When an amendment is needed

The statute also puts a duty on the company: if a member of a member-managed LLC or a manager of a manager-managed LLC knew that information in the filed articles was inaccurate when filed, or it became inaccurate because circumstances changed, they must promptly cause the articles to be amended, or file a statement of change or a statement of correction instead (Fla. Stat. 605.0202).

What the amendment must contain

An amendment is delivered for filing and designated as an amendment in its heading. It must contain the present name of the company, the date the articles of organization were filed, the amendment itself, and a delayed effective date if the change is not effective on the date the state files it.

Amendment or restatement

A restatement replaces the articles with all of the provisions in effect as restated. It must contain the present name, the filing date of the original articles, all provisions in effect as restated, and any delayed effective date. A restatement may also carry one or more amendments, in which case it is titled Amended and Restated Articles of Organization.

The fee

The Division of Corporations lists any other amendment to an LLC at $25.00. A change of registered agent is a separate filing at $25.00, and a statement of change is the form used when only the agent or registered office changes.

Choosing the right filing

An amendment covers a change to the articles themselves, a statement of change covers the registered agent or registered office, and a statement of correction covers an error in a filed record.

A delayed effective date is available when a change should not take effect on the day the state files it. The delayed date is stated in the amendment under the chapter's effective-date rules, and the same option exists for a restatement.

A change of registered agent or registered office can be made several ways: on a statement of change, on the annual report, in a reinstatement application, or in an amendment or restatement of the articles. If the only change is the agent or the office, the statement of change is the direct filing for it.

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Official sources

FAQ

How much does it cost to amend LLC articles in Florida?

The Division of Corporations lists any other amendment to an LLC at $25.00.

What has to be in a Florida LLC amendment?

The company's present name, the date the articles were filed, the amendment, and any delayed effective date, and the document must be designated as an amendment in its heading.

Is a restatement the same as an amendment?

No. A restatement replaces the articles with all provisions in effect as restated. It can also include amendments, and then it is titled Amended and Restated Articles of Organization.

When should I file a statement of correction instead?

A statement of correction is for a filed record that contains an error. If the underlying facts changed, the statute directs the company to amend the articles or file a statement of change.

Does an amendment take effect when the state files it?

Usually. The state files it and it takes effect that day unless the amendment states a delayed effective date. The delayed date must be provided in the amendment itself.

This page is general information about how a filing works, taken from the official sources listed above. It is not legal, tax, or financial advice, and it does not recommend any business structure. Confirm current forms, fees, and deadlines on the official source before you file.

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