Amendment filing for LLC name change

Core legal step: file the state amendment- Every U.S. state requires filing an amendment to the LLC’s formation document (often called Articles of Amendment, Certificate of Amendment, or Amendment to Articles of Organization) with the state business filing agency (usually Secretary of State).

The amendment must identify the current legal name, the new legal name, and be signed by an authorized person.- Filing methods vary by state (online, mail, or in-person). Some states accept only domestic-entity amendments online (see Illinois example).- Example state specifics: - California: Form LLC-2-NA (Name Change Only); filing fee listed on form is $30 and optional $5 certification fee; may also need to file a Statement of Information for related contact updates. - Illinois: Name-change amendment can be filed online; non-expedited review ~10 days, expedited review ~24 hours (exclusions apply); LLC must be in good standing to file online and some entity types or conditions prevent online name-change filings. - Oregon: Change the business name by submitting Articles of Amendment and paying the applicable fee (state SOS guidance).

Core legal step: file the state amendment- Every U.S. state requires filing an amendment to the LLC’s formation document (often called Articles of Amendment, Certificate of Amendment, or Amendment to Articles of Organization) with the state business filing agency (usually Secretary of State).

The amendment must identify the current legal name, the new legal name, and be signed by an authorized person.- Filing methods vary by state (online, mail, or in-person). Some states accept only domestic-entity amendments online (see Illinois example).- Example state specifics: - California: Form LLC-2-NA (Name Change Only); filing fee listed on form is $30 and optional $5 certification fee; may also need to file a Statement of Information for related contact updates. - Illinois: Name-change amendment can be filed online; non-expedited review ~10 days, expedited review ~24 hours (exclusions apply); LLC must be in good standing to file online and some entity types or conditions prevent online name-change filings.

• Oregon: Change the business name by submitting Articles of Amendment and paying the applicable fee (state SOS guidance).

Check name availability, distinguishing rules and trademarks- Before filing, confirm the new name is available through your state’s entity search and meets the state’s naming rules (includes LLC identifier like LLC or L.L.C., distinguishability requirements). Also check federal trademark records (USPTO) to avoid infringement and search domain availability.

Member approval / internal recordkeeping- Follow the LLC’s operating agreement and state law for member approval (vote or written consent). Record the decision in meeting minutes or a written consent and update the operating agreement to reflect the new name.

Effective date and timing choices- Some states allow a post-effective date (a future effective date) for the amendment, others make the change effective upon filing or upon the state’s processing date. States vary on processing times and expedited options; plan accordingly.

Federal and tax consequences — IRS and EIN considerations- Changing the LLC’s legal name does not usually change the LLC’s federal tax classification or require a new EIN unless the ownership or structure changes. However, you must notify the IRS of the name change. The required method depends on entity type and whether you are filing a return for the year

- See IRS business name change guidance for the exact procedure for your entity type (write to the IRS office where you file returns if necessary; mark the name-change box on applicable tax returns for corporations or partnerships when filing current-year returns). See Publication 1635 for EIN-related guidance.

State tax agencies, licenses, and permits- Update the state Department of Revenue or Comptroller and local licensing agencies. Procedures differ by state — many allow online updates, others require forms or written notice. Don’t forget sales tax permits, employer accounts, and industry-specific licenses.

Foreign qualification and other state registrations- If the LLC is registered (foreign qualified) to do business in other states, you typically must file amendment/notification with those states’ filing offices as required by each jurisdiction.

Banking, contracts, vendors, and customers- Provide certified copies of the filed amendment (or an amended certificate) to banks, lenders, insurance carriers, and major vendors. Update bank account names; banks often require the filed amendment plus updated operating agreement or resolution.

Business records and public-facing updates- Update operating agreement, employment records, contracts, invoices, tax forms, stationery, website, domain names, social media, and marketing. Notify customers and vendors to avoid payment or contract confusion.

Practical checklist and timeline (recommended)-

Confirm name availability (state entity search & USPTO domain check)-

Obtain member approval and document it-

Prepare & file Articles/Certificate of Amendment with Secretary of State and pay fee (note state-specific fee & processing time)-

Wait for state confirmation; obtain certified copy if needed-

Notify IRS and state tax agency per their rules-

Update licenses, permits, registered agent (if name shown), foreign registrations, and bank accounts-

Update contracts, invoices, websites, and notify customers/vendors-

Amend operating agreement and internal records