How to Amend Articles of Organization in Washington (2024) (original) (raw)

Amendment of Articles of Organization is required when you make changes to your LLC. While forming an LLC in Washington, you must file the formation document. At some point in time, if you might need to update/change any of the information shared in the Articles of Organization, you must file the Amended Certificate of Formation with Washington SOS.

To amend your Washington Articles of Organization, you will need to follow a specific process, which typically involves filling out a form, paying a fee, and submitting the amended articles to the Washington SOS. The process is not a lengthy one. In this article, LLCBuddy editors shared how to amend Washington Articles of Organization without any hassle. Note that the process explained here is a generic process. It is recommended to consult a professional or attorney beforehand.

What is Articles of Organization in Washington?

The Articles of Organization is a document that is required to form an LLC in Washington. The document must be submitted online or by mail to the Washington Secretary of State. Certain details need to be added while filing the Washington Articles of Organization. The following are the points to be added to the formation document at the time of LLC registration-

articles of organization

How to Amend Washington Articles of Organization

Changes such as name, physical address of the business, address or/and name of the Washington Registered Agent, or any other changes listed above must be amended with the SOS. It is easy to amend the Articles of Organization in Washington. There are three prominent steps to follow. The steps are as follows-

Step 1: Determine What Changes You Need in Washington LLC

The first step is to determine what changes you need to make or if you need any changes. For some business experts, it is good to make structural or some other changes to upgrade your LLC after a point of time. For example, managers can change, LLCs can be restructured or move to other places, cities, or states, and you can also change the registered agent.

These are common changes that often occur in limited liability companies. If you have to make those changes, you must proceed with drafting the Amended Certificate of Formation with Washington Secretary of State.

Step 2: Draft the Washington Amended Certificate of Formation

The next step is to draft the Amendment. To Amend the Articles of Organization, you need the following-

Step 3: File Washington Amended Certificate of Formation

To file the Amended Certificate of Formation in Washington, you need either an online or offline form. You can do that online in most states by signing in to the Secretary of State’s official portal. To file the amendment in Washington, you must fill up the form (online or offline) and send it back to the SOS (online or by mail).

For the online filing, the form must be submitted using the Washington Secretary of State‘s portal. For offline (by mail) filing, the PDF form must be sent to the Secretary of State, Corporations Division. P.O. Box 40234. The amendment filing fee of $30 must be paid at the time of form submission.

Why Amend Articles of Organization?

There are six reasons why you need to file the Amended Certificate of Formation in Washington. Following are the six points to note-

Change of Washington LLC Name: If you change the name of the LLC, you must file it with the SOS. LLCs do not often change the names, but in some cases, if they change it, they immediately have to inform the Washington SOS through Amendment.

It is recommended to check if the name change is absolutely necessary. Because it can affect the whole business. In some cases, it is better to start a new LLC than change the name of an existing one.

Tip from LLCBuddy

Change of Washington LLC Address: Like the business name, if the principal address of the LLC is changed or the company is moved to another place, then Washington LLC has to file the amendment certificate.

Change of Registered Agent: A Registered Agent is the most important person in the LLC. However, when you change or remove the Registered Agent, you must file the amendment with the Washington SOS.

Change of Washington LLC Management: This is another important reason why one should file the Amendment Certificate. If the managerial structure changes in your LLC, it must be filed with the SOS. The new structure, manager, or change in ownership must be filed.

Change of the Purpose of Washington LLC: The purpose of the LLC is mentioned in the Articles of Organization when it is filed. If the purpose is changed at any time, for example, a non-profit in Washington changes to a for-profit organization, or vice-versa, it must be filed with the SOS.

Change of Washington Tax Structure: The Washington LLC classification of taxes is mentioned in the Articles of Organization at the time of registration of the LLC. Later, if the LLC wants to change the tax structure, it must file the amendment certificate with Washington SOS.

Cost to File Washington Amended Certificate of Formation

The cost of filing the Amendment Certificate in Washington is $30. For other types of filing costs, please visit the official website of Washington Secretary of State.

Penalties for Not Filing Amended Certificate of Formation

Failure to amend Washington Articles of Organization can lead to legal issues against the LLC. Not filing the amendment certificate means non-compliance with the LLC in Washington. Another consequence of not filing an amendment in Washington is facing legal issues by violating state laws. For example, if a member-managed LLC becomes a manager-managed one in the future and the LLC does not file an amendment, it will be considered a violation of state law. Hence, the LLC might face legal issues.

FAQs

How do I amend my Washington Articles of Organization?

To amend your Washington Articles of Organization, you must file an amendment with the Washington Secretary of State.

What is the filing fee for amending Washington Articles of Organization?

The filing fee to amend Washington Articles of Organization is $30.

Do I need to include my Washington UBI number when amending my Articles of Organization?

Yes, you will need to include your UBI number on the amendment form when amending your Washington Articles of Organization.

Can I change the name of my LLC when amending my Washington Articles of Organization?

Yes, you can change the name of your LLC when amending your Washington Articles of Organization by including the new name on the amendment form.

How long does it take to process an amendment to Washington Articles of Organization?

It typically takes about 5-7 business days for the Washington Secretary of State to process an amendment to Articles of Organization.

Can I amend other information on my Washington Articles of Organization besides the name?

Yes, you can also amend other information such as the registered agent, business purpose, or management structure on your Washington Articles of Organization.

Do I need to notify members of my LLC when I file an amendment to Washington Articles of Organization?

It is good practice to notify all members of your LLC when filing an amendment to Washington Articles of Organization, but it is not a legal requirement.

Can I file an amendment to my Washington Articles of Organization online?

Yes, you can file an amendment to your Washington Articles of Organization online through the Washington Secretary of State’s website.

Can I make multiple changes on a single amendment to my Washington Articles of Organization?

Yes, you can make multiple changes on a single amendment to your Washington Articles of Organization as long as all the changes are clearly stated on the form.

What is the deadline for filing an amendment to Washington Articles of Organization?

There is no specific deadline for filing an amendment to Washington Articles of Organization, but it is important to update your information in a timely manner.

Can I undo an amendment to my Washington Articles of Organization if I change my mind?

Once an amendment to Washington Articles of Organization is filed and processed, it cannot be undone. You would need to file another amendment to make any corrections.

Do I need to provide a reason for amending my Washington Articles of Organization?

No, you do not need to provide a reason for amending your Washington Articles of Organization. Just clearly state the changes you wish to make on the amendment form.

Can I file an amendment to my Washington Articles of Organization by mail?

Yes, you can also file an amendment to your Washington Articles of Organization by mail by sending the completed form and payment to the Washington Secretary of State.

Can I remove a member from my LLC when amending my Washington Articles of Organization?

Yes, you can remove a member from your LLC when amending your Washington Articles of Organization by updating the membership information on the amendment form.

Can I add a new member to my LLC when amending my Washington Articles of Organization?

Yes, you can add a new member to your LLC when amending your Washington Articles of Organization by including their information on the amendment form.

Do I need to update my Washington Articles of Organization if I change my business address?

Yes, you should file an amendment to your Washington Articles of Organization if you change your business address to ensure that your records are up to date.

Can I include an operating agreement with my amendment to Washington Articles of Organization?

No, you should not include an operating agreement with your amendment to Washington Articles of Organization. Operating agreements are internal documents for LLCs.

Can I amend my Washington Articles of Organization if my LLC is currently being dissolved?

No, you cannot amend your Washington Articles of Organization if your LLC is in the process of being dissolved. The amendment must be filed before dissolving the LLC.

Can I change the structure of my LLC from member-managed to manager-managed when amending my Washington Articles of Organization?

Yes, you can change the management structure of your LLC from member-managed to manager-managed when amending your Washington Articles of Organization.

Can I file an amendment to my Washington Articles of Organization if my LLC is in good standing?

Yes, you can file an amendment to your Washington Articles of Organization at any time, regardless of the standing of your LLC.

Can I amend my Washington Articles of Organization without the consent of all members?

It is advisable to have the consent of all members of your LLC before amending the Washington Articles of Organization, but it is not a legal requirement.

Do I need to publish a notice of my amendment to Washington Articles of Organization in a newspaper?

No, there is no requirement to publish a notice of your amendment to Washington Articles of Organization in a newspaper.

Can I change the duration of my LLC when amending my Washington Articles of Organization?

Yes, you can change the duration of your LLC from perpetual to a specific term or vice versa when amending your Washington Articles of Organization.

Can I withdraw an amendment to my Washington Articles of Organization before it is processed?

No, once you submit an amendment to your Washington Articles of Organization, you cannot withdraw it from processing. Any changes or corrections would need to be submitted in a new amendment.

Can I amend the purpose of my LLC when amending my Washington Articles of Organization?

Yes, you can amend the business purpose of your LLC when amending your Washington Articles of Organization by updating the information on the amendment form.

Do I need to include a signature on the amendment to my Washington Articles of Organization?

Yes, the amendment form for your Washington Articles of Organization must be signed by an authorized individual of the LLC, such as a member or manager.

Can I file an amendment to my Washington Articles of Organization if I have pending legal issues?

Yes, you can still file an amendment to your Washington Articles of Organization if you have pending legal issues, as long as the changes are accurate and truthful.

Can I amend the registered agent of my LLC when amending my Washington Articles of Organization?

Yes, you can update the registered agent of your LLC when amending your Washington Articles of Organization by providing the new agent’s information on the form.

Can I change the initial contribution of members when amending my Washington Articles of Organization?

Yes, you can change the initial contribution of members when amending your Washington Articles of Organization, as long as all members are in agreement with the changes.

Can I amend my Washington Articles of Organization if my LLC is not yet formed?

No, you cannot amend your Washington Articles of Organization until your LLC is officially formed with the Washington Secretary of State.

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In Conclusion

While running a limited liability company in Washington, it might be possible to make changes. From the name of the business to the Registered Agent, the management of the LLC can be changed over time. Every time you make any changes, you must file the amendment. You must consider that changing LLC names should not occur more often unless it is totally required. The name is the first identity of your LLC; changing it frequently directly affects the company’s branding. Filing the Amended Certificate of Formation is mandatory as well as crucial, and failure to do so can lead to legal issues and non-compliance with state laws.

This article shares all the important steps you need to follow to file the Amended Certificate of Formation in Washington. While you follow the steps shared in this article, make sure to consult a professional or attorney. If you are looking for a professional LLC formation service at $0, we recommend ZenBusiness. By following the steps outlined in this article and submitting the necessary documents to the Washington Secretary of State, LLCs can successfully amend their Articles of Organization and maintain compliance with state regulations.