Rules
Part of Post-formation changes: where your business details actually live
Post formation changes checklist for an LLC
Use this post formation changes checklist to update an LLC’s records, IRS details, licenses, contracts and state registrations after key events.
An LLC's records do not update themselves when the business changes. State filing offices do not notify the IRS, banks do not read registries, and insurers do not watch your filings. So every change is a list of separate notifications. This post formation changes checklist organizes them by the event that triggers them.
This is that list, organized by what changed rather than by who needs telling, because that is how the event actually arrives.
What to take away
- Work from the event, not from the record. One change usually touches five or six places.
- The records that go stale most quietly are the address of record and the contact for legal papers, and those are the two whose failure costs most.
- Nothing prompts any of this. Every item below is something somebody has to remember or write on a checklist.
- State filing names and requirements vary. Start with the Secretary of State or Division of Corporations that maintains the LLC's record, then follow that office's instructions for the required filing.
The address changed
- The LLC's state recordcheck with the Secretary of State or Division of Corporations that maintains it, and file the required change-of-address form when the state requires one.
- The registered agent or registered officeif that address changed, submit the state's registered-agent or registered-office change form.
- The IRSfile Form 8822-B, Change of Address or Responsible Party — Business, when the business mailing address or responsible party changes.
- Any state tax accounts, which are a separate system; update them with the relevant state tax agency.
- Every license and permit, each with its own issuer; notify each issuing agency as its rules require.
- The bank, the insurer, and your payment processors.
- Invoices, contracts in progress, the website and any trade name filing.
The people changed
An owner joins or leaves, an officer resigns, control passes.
Records to update when people change
- Operating agreement, bylaws or partnership agreement
- State record of officers, directors, members
- Share register and ownership schedule
- IRS responsible party
- Bank mandate and signing authority
- Registered agent for legal papers
- Accessemail, systems, keys, records
- Update the LLC's operating agreement and internal ownership records to reflect the change, and check whether the state entity record includes information that must also be amended.
- Check FinCEN's current beneficial ownership information (BOI) reporting requirements and exemptions. If the LLC is required to report, submit an updated BOI report after a reportable ownership change.
- If the IRS responsible party changed, use Form 8822-B to report that change.
The name changed
- The state's record for the LLCask the Secretary of State or Division of Corporations about its name-change filing, commonly called Articles of Amendment.
- Any trade name filing, which is a separate record with its own office; see name filings.
- The IRS and any state tax accounts. Notify the IRS using the instructions for the LLC's tax classification; a name change alone generally does not require a new EIN.
- Every license and permit; check each issuing agency's name-change process.
- The bank, and every contract that names the old entity.
- Everything customer-facing, which is the easy part and the part people do first.
The structure changed
A conversion from one form to another, or a change in tax classification.
- The state's conversion filingask the Secretary of State or Division of Corporations that maintains the LLC's record for the required Articles or Certificate of Conversion. If moving the entity to another state's jurisdiction, ask about a domestication filing.
- The governing document, replaced rather than amended in most cases.
- The federal positionwhether the LLC keeps its identifier or needs a new one depends on the nature of the change. The IRS explains the triggering situations on its page about needing a new EIN. For example, a single-member LLC that becomes a multi-member partnership generally needs a new EIN. If IRS guidance says one is required, apply using Form SS-4; a name or address change alone does not require a new EIN.
- Licenses, permits and contracts, each of which names a specific legal person.
- Insurance, because the insured party may no longer be the entity you have.
A conversion is not a do-it-yourself exercise. The choice of legal form belongs with a lawyer and an accountant; see the comparison in choosing a form.
A new state
- Check that state's doing business there test; the standard is set by the state where the LLC will operate.
- If the LLC must register there, file for foreign qualification with that state's Secretary of State or Division of Corporations and obtain a Certificate of Authority, or the state's equivalent. Appoint a registered agent in that state.
- Employment obligations if anyone works there, which arrive together and quickly.
- A second recurring report on a second schedule.
Use the relevant state's instructions to identify the required office, filing and timing; working with a filing office explains how to find and read that material. The SBA's summary of staying legally compliant is a fair description of what recurs.
The habit that makes this work
Keep one page listing every record the LLC holds: its Secretary of State or Division of Corporations entry, registered-agent details, EIN and IRS account, state tax accounts, license numbers, trade name filing, any required BOI report, bank, insurer and agent. Against each, list the issuing body, the applicable form or filing instructions, and where the document lives.
When an event happens, you read the page instead of trying to remember. That is the entire method, and it is why a five-line page beats any amount of good intention.
Common questions
How quickly does any of this need doing?
Faster for anything to do with addresses and legal papers, because the cost of those being wrong is a delivery you never see. The rest is ordinary admin, and the offices' own timing requirements are theirs to state.
Does updating the state record update anything else?
No. Every body holds its own record and none of them tells the others. That single fact explains most of this page.
What if I discover something has been wrong for two years?
Fix it forwards, in the order above, starting with anything that affects where post goes. Then find out from each body whether the gap itself matters, rather than assuming either way.
Who should own this list?
Somebody named. In a business with more than one owner, both should be able to read it, because half these items are ones a co-owner assumes were handled.
Is there an event that people never think of as a change?
Somebody leaving. It reads as a staffing matter, and it usually touches four or five records at once.
