When amending our LLC Articles of Organization how do we address deletion of a member?

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When amending our LLC Articles of Organization how do we address deletion of a member?

My husband and I have an LLC and we’re amending our Articles of Organization to correct our duration and fiscal year. A friend of ours was originally a member of the LLC but dropped out a couple years ago, because we weren’t really doing anything or making any money. (This deletion has been reflected on our state registration.) He has since started his own business. Should we include this deletion on our Articles amendments and if so, how?

Asked on October 8, 2011 under Business Law, Washington

Answers:

FreeAdvice Contributing Attorney / FreeAdvice Contributing Attorney

Answered 9 years ago | Contributor

The best way to reference the deletion of a member of your limited liabilty company is at the next set meeting of it there be specific reference of this and when the minutes for the meeting are drawn up, the deletion of this member should be specifically stated and the minutes placed in the books of the business for future reference.

If the former member of the limited liability company was issued ownership shares in it, the shares need to be returned to the limited liability company (preferably as treasury shares) and reference to the return needs to be also mentioned in the minutes if that is the arrangement with the former member.

Good luck.


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