When your business evolves and the existing operating contract doesn’t sufficiently cover its needs, an amendment to operating agreement is necessary. This document aims to capture changes such as new partners, management, and more.
This Amendment to the Operating Agreement (hereinafter referred to as the "Amendment") is made and entered into as of [Document.CreatedDate] , by and among [Member1.Company] , a [Member1.State] Limited Liability Company (the "Company"), and [Member1.FirstName] [Member1.LastName] , [Member2.FirstName] [Member2.LastName] , and [Member3.FirstName] [Member3.LastName] (collectively, the "Members").
WHEREAS, the Company and the Members entered into that certain Operating Agreement dated (Original Agreement Date) (the "Original Agreement"), which governs the rights, duties, and obligations of the Company and its Members; and
WHEREAS, the Members desire to amend certain provisions of the Original Agreement as set forth herein; and
WHEREAS, pursuant to Section (Section Number) of the Original Agreement, the Members may amend the Original Agreement by a written instrument executed by all of the Members and
WHEREAS, this Amendment is executed in accordance with the terms of the Original Agreement and the [Member1.State] Limited Liability Company Act.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:"
This section is the main body of the amendment. You should mention the alterations to be made here and refer to the section it’s found in the original operating agreement. You can state the desired objective of effecting the amendment for good measure.
Amendment to Article (Article Number), Section (Section Number) of the Original Agreement
The existing text of Article (Article Number), Section (Section Number) shall be deleted in its entirety and replaced with the following:
(New text of the amended section)
This amendment is intended to (Brief explanation of the reason for the substitution and its intended impact).
The following text shall be added to the end of Article (Article Number), Section (Section Number):
(Text to be added)
This addition is necessary to (Brief explanation of the reason for the addition and its intended impact).
The following text shall be deleted from Article (Article Number), Section (Section Number):
(Text to be deleted)
The deletion of this provision is intended to (Brief explanation for the reason for the deletion and its implications).
This section clarifies that the terms and provisions of the original operating agreement not altered in the amendment to operating agreement remain in effect. This prevents unintended consequences and disputes regarding the remaining valid provisions, and it’s essential to maintaining the integrity of the overall agreement.
Except as expressly modified by this Amendment, all other terms, conditions, and provisions of the Original Agreement shall remain in full force and effect. In the event of any conflict or inconsistency between the terms of this Amendment and the terms of the Original Agreement, the terms of this Amendment shall govern and control.
The Original Agreement, as amended hereby, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties with respect to such subject matter.
IN WITNESS WHEREOF, the undersigned, being all of the Members of [Member1.Company] , have executed this Amendment to the Operating Agreement as of the Date first above written.