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Amending the Operating Agreement. We are replacing the sole…

Amending the Operating Agreement. We are...
Amending the Operating Agreement.
We are replacing the sole Manager in our LLC. The LLC has an Operating Agreement (OA) where the manager is indicated by name. Therefore we need to either amend the OA or sign a new one, with the new date and Manager's name. What is the standard practice for that?
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Answered in 1 hour by:
7/9/2017
Michael Gonzalez
Category: Business Law
Satisfied Customers: 609
Experience: Managing Member at Perez-Mena & Gonzalez, LLC
Verified
Hello and welcome to JustAnswer. Please note: This is general information for educational purposes only and is not legal advice. No specific course of action is proposed herein, and no attorney-client relationship or privilege is formed by speaking to an expert on this site. By continuing, you confirm that you understand and agree to these terms.An amendment to the operating agreement is required when a change to the managers or members of an LLC is made.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.Amend the Operating Agreement acknowledging the former manager's resignation or his removal. Follow whatever removal procedures that the OA allows for. If it is a majority vote then reference same and date vote was taken.
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Customer reply replied 1 year ago
Thanks. How do we amend the OA? Write a new one called Operating Agreement as Amended and Restated? Or take the old one, add a page to it with all the amendments, sign and date that page?
Frankly, either way will suffice. I prefer a new OA yet with reference to changes as I indicate above. Although not reported to the state, keep original and copies of each OA.Good luck!
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Customer reply replied 1 year ago
Can we make a new OA without such reference? I would prefer not to have the previous manager's name on the new OA.
I would at least make reference that the new OA supercedes and takes precedence over the initial OA dated (blank date).
Michael Gonzalez
Category: Business Law
Satisfied Customers: 609
Experience: Managing Member at Perez-Mena & Gonzalez, LLC
Verified
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