How to Change an LLC Manager or Member

Start With What Actually Changed

A manager change (who runs day-to-day operations) and a member change (who owns the LLC) are different events with different compliance follow-up, though the same change can trigger both if a departing manager was also a member. Confirm which one applies before working through the checklist below, since a pure manager swap in a member-managed-in-name-only LLC may need less than a full ownership transfer.

Amend the Operating Agreement

Your operating agreement should already set out how a member is admitted or removed and how a manager is appointed or replaced, typically by a member vote at a stated threshold. Once that vote happens, amend the operating agreement itself to reflect the new membership or management structure, and have the amendment signed and dated like the original agreement.

Update Your Internal Membership Records

Keep a current, accurate list of members, their ownership percentages, and (if manager-managed) the current managers, as part of your LLC's own books and records. Several states' LLC statutes specifically require this list to be kept at the LLC's designated office, so treat it as a compliance record, not just an informal roster.

Check Whether Your State Requires a Public Filing Update

Most states don't track LLC members or managers on an ongoing public filing, so the change stays internal to your own paperwork. A few states are different: California requires an LLC to list its managers or members on its Statement of Information (Form LLC-12), filed every two years and updatable any time the information changes, and Nevada requires an updated Annual List of Managers or Managing Members. Check your state's annual report or periodic filing to see whether it asks for this information; if it does, your next filing, or an amended one, needs to reflect the change.

Confirm Whether the EIN Needs to Change

Adding or removing a member generally isn't one of the specific events the IRS lists as requiring a new EIN for an LLC; the main LLC-specific triggers are terminating the existing LLC to form a new corporation or partnership, or a single-member LLC that has to start filing excise or employment taxes. In most ordinary member changes, the existing EIN stays with the LLC.

File Form 8822-B if the Responsible Party Changes

Separate from the EIN question, the IRS requires you to report a change in your LLC's "responsible party", the individual who controls or owns the LLC, using Form 8822-B within 60 days of the change. This applies whenever the controlling member or manager changes, regardless of whether the EIN itself stays the same.

Update the Registered Agent if the Same Person Served in That Role

If the outgoing manager or member also served as your LLC's registered agent, that's a separate change, filed on its own change-of-agent form with its own fee, distinct from any manager or membership update.

Notify Banks, Licenses and Contracts

A new member or manager often needs to be added as an authorized signer on the LLC's bank accounts, and any license, permit or contract that names a specific member or manager may need a corresponding update. These aren't filed with the state, but missing one can create friction later, such as a bank restricting account access to someone no longer involved.

Handle Tax Reporting for the Change in Membership

If an LLC taxed as a partnership adds or removes a member mid-year, the partnership return (Form 1065) and each member's Schedule K-1 need to reflect the change for that tax year, including any adjustment to profit and loss allocations. A single-member LLC that adds a second member generally moves from disregarded-entity to partnership tax treatment going forward; talk to a tax professional about the specific transition year.

Buyouts and Disputed Removals Are a Different Problem Than Routine Changes

A voluntary, cooperative member exit is mostly a paperwork exercise. A contested removal, or a buyout where the departing member and the LLC disagree on valuation, is a legal and financial negotiation that this checklist doesn't resolve by itself. Involve a business attorney early if a member change isn't fully agreed on by everyone involved.

Don't Let the Public Filing Lag Behind Your Internal Records

If your state tracks members or managers on a periodic filing, an outdated public record can create confusion for banks, counterparties, or even your own LLC later. Update the public filing at the next opportunity your state allows, rather than waiting for the next scheduled annual report if an interim update is available.

A Change in Ownership Percentage Can Have Tax Consequences

Transferring even part of a membership interest can trigger tax consequences for the transferring and receiving members, separate from any compliance filing. Talk to a tax professional before finalizing a transfer involving meaningful value, not just after the paperwork is done.

This Is Not Legal or Tax Advice

Operating agreement language, state LLC statutes, and the tax treatment of membership changes vary enough that this is worth reviewing with a business attorney and a tax professional for anything beyond a simple, uncontested change.