You usually shouldn’t rewrite or cross out parts of your existing Operating Agreement after it’s been signed. Instead, the standard practice is to make an amendment. An amendment is a short document that clearly states which parts of the original agreement are changing and how. This way, the original agreement stays intact, and the amendment becomes an official add-on to it.

Making amendments helps avoid confusion, keeps a clear paper trail of changes, and makes it easier to show what rules were in place at any given time. Directly changing the original document can cause mistakes or disputes later if different versions exist.

There’s no set timeline. You only need an amendment if something in your LLC changes—like ownership, profit-sharing, or management roles—that no longer matches your original agreement. 

It’s a good idea to review your Operating Agreement annually to make sure it still fits your business and its needs, but that doesn’t mean you’ll need an amendment every time.

Yes, you can use an LLC Operating Agreement Amendment to add a new member and spell out their ownership percentage, contributions, and rights. To make it official, all current members usually need to approve and sign the amendment.

You’ll also want to update your internal records and make sure your tax and profit-sharing arrangements reflect the change.

It depends on your state. Most of the time, changes in ownership are handled through an amendment to your LLC Operating Agreement, since that’s the document that shows who owns what share of the business.

However, some states also require you to file Articles of Amendment (sometimes called a Certificate of Amendment) if ownership or management details are part of your official state filings. For example, if your Articles of Organization list members or managers by name, you’ll need to update that information with the state.

To be safe, you’ll want to:

Update your Operating Agreement to show the new ownership.

Check your state’s rules to see if Articles of Amendment are required.

File any needed forms so your state records stay accurate and compliant.

• Operating Agreement Amendment: This is an internal document. It’s used to update your LLC’s rules, ownership percentages, profit-sharing, or management structure. All members sign it, and you keep it with your LLC records. You don’t need to send it to the state—it’s mainly for your business’s own governance.
• Articles of Amendment: This is an official state filing. You submit it to your Secretary of State (or similar office) to update the public record of your LLC. You use it if you’re changing things the state tracks—like your LLC’s name, registered agent, or whether the business is member- or manager-managed.

Quick way to remember:

Operating Agreement Amendment = inside your LLC (your private rules).
Articles of Amendment = outside your LLC (your public record with the state).

That depends on what your Operating Agreement says. Most require a majority—or sometimes unanimous—vote from LLC members to approve any changes.

Outdated agreements can cause confusion, disputes, or legal issues. For example, if profits are divided differently in practice than in writing, disagreements may arise later.

Yes. You can create multiple amendments over time. However, it’s best not to amend a previous amendment. Instead, try to amend the original Operating Agreement directly, while referencing any prior amendments as needed. That said, you can use an LLC Operating Agreement Amendment to revoke a prior amendment (or even multiple amendments). 

If you have a lot of changes, it may make more sense to create a brand-new LLC Operating Agreement to replace the old one.

Usually, no. Operating agreement amendments are kept with your LLC’s internal records. But if the changes affect state filings (like adding or removing members listed publicly), you may also need to update your state records.