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jmiller215
08-22-2011, 02:45 PM
I issued Membership Certificates for my LLC, but then amended my business name. Do I need to/should I resissue new certificates with the updated name?

vangogh
08-23-2011, 10:45 PM
This isn't my area of expertise, but a quick search suggests you want to add a simple amendment to your LLC (http://www.ailcorp.com/amendments.htm). A couple of our members will probably know more and hopefully my reply will help bring your question to their attention.

jmiller215
08-25-2011, 09:46 AM
Thanks for your post. I have already filed an amendment with the state, I'm just confused about my membership certificates. For example, certificate 1 says "Original Business Name, LLC" I wonder if I should just keep it like that or if I should resissue with a new certificate number and the name "Ameneded Business Name, LLC."

vangogh
08-25-2011, 11:07 AM
Wish I had a good answer. Like I said this isn't my area of expertise. Is this purely a choice on your part about which would be better? I would think having the current name on the certificate the better option.

Business Attorney
08-25-2011, 01:55 PM
First, let me say that I usually don't use membership certificates for LLCs. Although there might be some state that requires it, the states that I am familiar with do not. I have occasionally had a client who wanted them, primarily for psychological reasons, to give investors something tangible to put in their safe deposit boxes (or, more likely, to misplace). They are a cumbersome anachronism as far as I am concerned.

That being said, if you have membership certificates, I see no pressing need to change the name on them. Even large public corporations do not generally recall and reissue outstanding certificates when the name changes.

If you do choose to change the name, be sure to require that any member getting a replacement certificate either surrenders his old certificate or signs a lost membership certificate affidavit (http://www.freelegalformslibrary.com/forms/lost-membership-certificate-affidavit-2.php).