How to Add or Remove a Member From an LLC (2026)

Check what your operating agreement says about new members, agree the terms, have the existing members approve the change in writing, then sign an amended operating agreement that names the new member and each ownership share. File a state amendment only if your formation document lists the members. Then tell the IRS and your bank.

1. 1

   Read your operating agreement

   It sets who must agree to a new member and how. If you have none, write one now: see the operating agreement guide.

2. 2

   Agree the terms

   Decide what the new member pays or contributes, the ownership share each member will hold, and how profit and decisions are split.

3. 3

   Sign a written consent and the amended agreement

   The existing members sign a consent approving the change. Every member, including the new one, signs the amended operating agreement.

4. 4

   File with the state if your articles list members

   Where the formation document names members or managers, file an amendment. The steps are in how to amend an LLC.

5. 5

   Tell the IRS and your bank

   A change in the number of members can change the tax class of the LLC, and the bank needs to know who owns the company.

Only if the document that formed your LLC names its members or managers. Wyoming and Delaware do not list members there, so a member change stays private. Florida lists them only if you chose to add them. Texas does name members or managers, so a change needs a Certificate of Amendment.

Look at your own filed articles to be sure, because what matters is what your document says. For other states, the amendment cost calculator shows whether members are listed and what the amendment costs. Whether the LLC is run by its members or by managers is a separate question: see member managed vs manager managed LLC.

It can change the tax class of the LLC. The IRS says an LLC with only one member is treated as an entity disregarded as separate from its owner, and a domestic LLC with at least two members is classified as a partnership. An LLC keeps that default unless it files Form 8832 and elects to be treated as a corporation.

So an LLC that goes from one member to two moves from disregarded to partnership by default, and an LLC that goes from two members to one moves the other way. That changes which returns the LLC files. A foreign owned single member LLC files Form 5472 every year, and that rule is written for an LLC with one owner. Read single member vs multi member LLC for the differences.

Follow the exit rules in your operating agreement, agree what the leaving member is paid for their share, and record it in a signed agreement. Then sign an amended operating agreement that shows the remaining members and their new shares. File a state amendment if the formation document names the member who left.

• If the operating agreement says nothing about a member leaving, the state LLC law applies, which may not be what the members want. Agree the terms in writing.
• If the member who leaves was the responsible party on your EIN, report the new responsible party to the IRS on Form 8822-B within 60 days.
• Remove the former member from the bank account and from payment providers, so only current owners can act for the company.
• If removing a member leaves one owner, the default tax class changes as shown above.

Tell the IRS on Form 8822-B if the responsible party changes. The IRS requires that within 60 days. The responsible party is the person who controls the LLC, and it is the name given when the EIN was issued. Then give your bank the amended operating agreement, because banks keep a record of who owns and controls the company.

If the bank asks for a document that shows who may sign for the account, an LLC banking resolution does that. We can prepare the state amendment for you through our LLC amendment service, and our tax team can explain which returns apply after the change.