Do I Need To File An Operating Agreement Within The State?

Do I need to file an operating agreement with the state? If you don’t have to file the operating agreement with the state, where should one keep it? In addition can you amend the articles of organization to add a founding member or is that what is covered in the operating agreement.

Answer

You didn’t tell me your state, and some of the answers depend on what state you’re in.

Whether you need to file your operating agreement with the state depends on which state you live in.

When you use an LLC formation company, they will let you know during the formation process what filings are necessary.

If your state does not require filing of operating agreements, you should keep it where ever you store important documents (safe deposit box, a file cabinet at home, in a pile of papers on the kitchen table….just kidding about the last one). Your LLC’s operating agreement spells out the rights of the members in the LLC in case of a dispute among the members, and important asset provision vs. creditors of the LLC and/or the members. It’s important to have an operating agreement, and preferably in writing (even if your state does not require it).

Also, some states require amending articles of organization to add new members, but with most you simply update your operating agreement.

Furthermore, many states require LLCs to file annual reports, and one of the pieces of information on an annual report is to identify all of the members. Therefore, you will update the state on the number and identity of the members, though that does NOT necessarily mean that the state is provided a copy of your LLC’s operating agreement.

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