Ohio Amended Operating Agreement: A Step-by-Step Guide for LLCs

If you are running a Limited Liability Company (LLC) in Ohio, you may need to update your operating agreement from time to time. This document outlines the rules and regulations of your company, including ownership percentages, member roles, and financial obligations.

An amended operating agreement can help you clarify any misunderstandings or disputes among members, add new members or revise existing ones, change voting rights, or alter the company`s purpose. Whether you are starting a new LLC or running an existing one, you need to understand the Ohio laws and regulations that apply to amended operating agreements.

Here is a step-by-step guide to help you amend your Ohio operating agreement:

1. Review the Current Operating Agreement

Before making any changes, you need to understand the current operating agreement. This document outlines the initial terms and conditions that members agreed to when the LLC was formed. Review the operating agreement in its entirety, and identify any provisions that you want to amend or add.

2. Decide on the Amendments

Based on your review of the current operating agreement, decide what changes you want to make. This may involve revising member roles, changing the company`s purpose, adding or removing members, modifying voting rights, updating financial obligations, or changing the company`s name.

3. Hold a Meeting of Members

Once you have identified the amendments you want to make to the operating agreement, you need to hold a meeting of members. This meeting allows members to discuss and vote on the proposed changes. In Ohio, all members must receive notice of the meeting at least 10 days in advance. The notice should include the date, time, and location of the meeting, as well as a statement of the purpose and a copy of the proposed amendments.

4. Vote on the Amendments

At the meeting of members, each member has one vote on the proposed amendments. In Ohio, the operating agreement must be amended by a majority vote of members, unless the current operating agreement requires a higher vote. The amended operating agreement must be signed and dated by all members who vote in favor of it.

5. File the Amended Operating Agreement

After the amendments have been approved by the members, the amended operating agreement needs to be filed with the Ohio Secretary of State. There is a filing fee to submit the amended operating agreement, and it can be filed by mail or online. Once the amended operating agreement is filed, it becomes a legal document that governs the LLC.


Amending an operating agreement in Ohio can be a complex process, but it is essential to ensure that your LLC operates smoothly and legally. By following the above steps, you can make the necessary changes to your operating agreement and stay compliant with Ohio laws and regulations. If you are unsure about how to amend your Ohio operating agreement, seek the advice of an experienced attorney or professional.