Can an operating agreement be updated for an L.L.C. after an intial one is signed?

I have a simple operating agreement for my L.L.C. and would like to know if at a later date, I could submit a more detailed draft (if necessary)? And would this new draft void the other draft, once all members agree to sign and if there is a clause in the agreement saying that, “It will void all other signed agreements made prior to the signing of this new agreement”?

Asked on July 14, 2012 under Business Law, New Jersey


Bradley Miller / Miller Law LLC

Answered 8 years ago | Contributor

Yes, an operating agreement can be amended. Normally, there will be a section in the agreement that explains the procedure to do so. If you follow that procedure, then the new operating agreement with the changes will be the controlling version (it won't necessarily void the previous version, it will just replace it). If your current operating agreement does not have a section that deals with amendments, then you will want to look to your state LLC laws to see if there is a default provision in there for handling amendments.

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