What records do I need to update when a Member is leaving a Delaware LLC?

“One of the Members of my Delaware LLC is no longer active in the company. What records do I need to update to reflect this change?”

Because the names of the LLC members are not usually filed with the State of Delaware, there is no “amendment” that needs to be filed with the Division of Corporations. Instead, the names of the Members are contained within the company’s Operating Agreement. That is where the change must take place.

It is important to have the resigning Member acknowledge the terms in which he or she is departing and to whom his interest is being transferred. After that Member signs the resignation and transfer acknowledgement, the remaining and new members sign the “First Amended and Restated Operating Agreement.” Subsequent transfers would be listed in sequence; for example the next would be the “Second Amended and Restated Operating Agreement” and so on.

We can prepare these documents for you. Call us at 800-759-2248 or email agents@incnow.com to request a quote. Our LLC agreement is not “full of blanks” because we fill in the name of the company and the members, leaving you little to do but sign the document. Usually this costs $250.