How to Remove a Member From an LLC
Written by: Carolyn Young
Carolyn Young has over 25 years of experience in business in various roles, including bank management, marketing management, and business education.
Reviewed by: Sarah Ruddle
For over 15 years, Sarah Ruddle has been a noteworthy leader in the business and nonprofit world.
Updated on June 8, 2025
As with a marriage, when you go into business with partners, you hope everything will go smoothly, and the partnership lasts forever. But that, sadly, is not always the case. And when it comes to a limited liability company (LLC), removing an owner, also known as a member, can be a simple affair.
But it can also be as complicated as divorce. The process involves the federal Uniform Limited Liability Act (ULLC), the value of an excellent operating agreement, and much more. Read on to learn all you need to know about LLC member removal.
Reasons for Member Removal
If a member wants to withdraw voluntarily, for retirement, or whatever reason, it’s a reasonably straightforward process. Much more complicated is involuntary member removal, which happens for various reasons.
The most common are:
- The member had repeated disputes with other members
- The member breached the operating agreement
- The member engaged in misconduct that could hurt the company
Keep in mind that whether the removal is voluntary or involuntary, the federal ULLCA prohibits LLCs from simply voting out a member if the business has no operating agreement or its operating agreement fails to outline the process for removal. So that route is not a possibility, either way.
Voluntary Removal Process
If properly drafted, the operating agreement should explain the process for voluntary member removal. For example, it may require that the member submit a resignation letter or “a notice of express will.” Afterward, the operating agreement will need to be amended to define the new ownership structure.
Usually, the member’s ownership interest will be equally distributed to the remaining members, and the departing member will receive a buyout agreement.
If no operating agreement exists or the existing one fails to detail the procedure, state laws apply. For example, some states require that the operating agreement be amended, while some require that the LLC be dissolved and a new one formed.
Involuntary Removal Process
Again, the operating agreement is your first stop. In a best-case scenario, it will define the procedures for involuntary removal, which often requires a vote by the other members.
If no operating agreement exists or does not contain member removal specifications, state laws, again, will apply. In some states, a court order will be required, which can be challenging to obtain if the member is removed objects.
The remaining members will need to be able to prove cause for removal. The court will also need to decide whether the departing member is entitled to a buyout agreement or a payout of LLC proceeds if it grants the removal order.
In some states, the LLC must be dissolved and a new one formed to remove a member involuntarily while the departing member receives a buyout agreement or a payout.
If no operating agreement outlining removal procedures exists, you’re likely in for tough negotiations or a court battle.
The Removed Member’s Financial Interests
Once again, the operating agreement in a best-case scenario will specify what happens to the removed member’s financial interests. It usually involves a buyout agreement. Other possible outcomes include:
- Removed member keeps their equity and receives distributions
- Removed member receives no compensation
- Removed member’s financial interests transferred to another member or members
- Removed member sells their interests & other members may have the right of first refusal
- Remaining members retain the removed member’s interests in alignment with their equity
If there are no specifications in the operating agreement, state laws again will apply, or the courts will decide.
What If a Member Dies?
It sounds like a broken record, but the operating agreement should specify what happens when a member dies. If not, things can get complicated because the member’s heirs may get involved. Once again, state laws will apply, or the courts will decide.
Possible outcomes, whether specified in the operating agreement or decided otherwise, include:
- Surviving members must buy deceased member’s shares from heirs
- Heirs inherit member’s financial interests but not a management role
- LLC will be dissolved, and the deceased member’s assets will be distributed to heirs
- Deceased member’s interests transferred to a specified person or entity
Whatever the outcome, the operating agreement must be amended to define the LLC’s new ownership structure.
How to Remove a Member From an LLC in all 50 States
Follow the process in your operating agreement (e.g., member vote or buy-out), then file a Certificate of Amendment to your Certificate of Formation under Ala. Code §10A-5A-2.02 with the Alabama Secretary of State using the “Domestic LLC Amendment to Formation/Organization” form (mail two copies, fee applies), and update your LLC’s operating agreement, internal records, and IRS filings.
Authorize the member’s removal per your operating agreement, then file a “Notice of Change of Officials” (or file Articles of Amendment) with the Alaska Division of Corporations, Business & Professional Licensing (fee $25), and amend your operating agreement, internal records, and IRS information.
Approve the removal under your operating agreement, then file Articles of Amendment (Form L015) with the Arizona Corporation Commission—checking “Remove member” and including the departing member’s name—pay the statutory fee, and update your operating agreement and federal tax filings.
Carry out the removal per your operating agreement, obtain member approval, then file a Certificate of Amendment to your Certificate of Organization (Form LL-02) with the Arkansas Secretary of State (fee $25), and amend your operating agreement, internal records, and IRS registrations.
Execute the removal as set out in your operating agreement, prepare an amended operating agreement reflecting the change, then file Articles of Amendment (Form LLC-2) and file (or re-file) a Statement of Information (Form LLC-12) with the California Secretary of State (fees ~$30 + $20), and notify the IRS to update your EIN records.
Review and follow the removal procedure in your operating agreement (e.g., vote or buy-out). Colorado does not list LLC members on its Articles of Organization, so no state filing is required to remove a member; however, you may optionally file Amended and Restated Articles of Organization online (fee $25) if you wish to update any statement of organization. Update your operating agreement, internal records, and notify the IRS of the change.
Authorize the removal per your operating agreement, then file a Certificate of Amendment (Domestic LLC Certificate of Amendment form) with the Connecticut Secretary of State (fee $120). Amend your operating agreement, update internal records, and notify the IRS of the membership change.
Delaware does not list member names in public filings, so no state amendment is required to remove a member. Simply document the change in your LLC’s operating agreement and update your internal records; notify the IRS if necessary to amend your federal tax filings.
Follow the removal process in your operating agreement, then file an amended annual report (or Articles of Amendment under s. 605.0202) via Sunbiz to reflect the change (fee $50). Update your operating agreement, internal company records, and notify the IRS of the membership update.
Georgia does not require member names in its filings, so no Articles of Amendment or registration update is necessary. Record the member’s removal in your operating agreement and internal records, and notify the IRS to update your federal tax information if needed.
Follow the removal procedure in your operating agreement, then file Articles of Amendment (Form LLC-3) with the Hawai‘i DCCA Business Registration Division (fee applies). Finally, update your operating agreement, internal records, and notify the IRS of the membership change.
Authorize the removal per your operating agreement, then file an Amendment to Certificate of Organization (using the section for deleting a member) with the Idaho Secretary of State (fee $50). Update your operating agreement, internal records, and IRS filings.
Approve the removal under your operating agreement, then file Articles of Amendment (Form LLC-5.25) with the Illinois Secretary of State (fee $50), checking “Withdrawal of a manager” to remove the member. Amend your operating agreement, company records, and federal tax filings.
Execute the removal as set out in your operating agreement, then file Articles of Amendment through INBiz or via the paper form with the Indiana Secretary of State (fee applies). Update your operating agreement, internal records, and notify the IRS of the change.
Carry out the removal per your operating agreement, then file an Amendment to the Certificate of Organization with the Iowa Secretary of State (fee $50; Iowa Code 489.202). Finally, amend your operating agreement, internal records, and IRS information.
Follow the removal procedure in your operating agreement or, absent one, Kansas’s default rules under K.S.A. §17-7689 (unanimous consent). No state amendment is required to drop a member; simply amend your operating agreement, update internal records, and notify the IRS of the change.
Approve the member’s removal per your operating agreement, then file Articles of Amendment with the Kentucky Secretary of State to reflect membership changes. Finally, amend your operating agreement, update company records, and notify the Kentucky Department of Revenue and the IRS.
Execute the removal as provided in your operating agreement, then file the “Change of Member(s) and/or Manager(s)” form (#983A) with the Louisiana Secretary of State (fee $25). Update your operating agreement, internal records, and notify the IRS of the membership change.
Authorize the removal under your operating agreement, then file a Certificate of Amendment (For a Maine LLC) with the Maine Secretary of State—attaching the cover letter, any exhibits, and the filing fee. Amend your operating agreement, update internal records, and inform the IRS.
Approve the member’s removal per your operating agreement, then file Articles of Amendment (per DAT Form – LLC Amend) with the Maryland Department of Assessments and Taxation (unanimous member consent required). Finally, amend your operating agreement, update internal records, and notify the IRS.
Follow the removal procedure in your operating agreement (e.g., member vote or buy-out), then file a Certificate of Amendment to your Certificate of Organization with the Massachusetts Secretary of the Commonwealth (fee $100), and update your operating agreement, internal records, and IRS filings.
Authorize the removal per your operating agreement, then file a Certificate of Amendment (form CSCL/CD-715) to your Articles of Organization with Michigan LARA, and amend your operating agreement, internal records, and IRS registrations.
Execute the removal under your operating agreement (e.g., unanimous vote or buy-out), then file a Statement of Amendment to your Articles of Organization with the Minnesota Secretary of State (amendment form), and update your operating agreement, internal documents, and IRS records.
Carry out the removal per your operating agreement, then either update your Annual Report or file an LLC Amendment with the Mississippi Secretary of State (fee applies), and amend your operating agreement, company records, and IRS filings.
Follow the member-removal process in your operating agreement, then file Articles of Amendment to your Articles of Organization with the Missouri Secretary of State (Form LLC-12), and update your operating agreement, internal records, and IRS information.
Follow the procedure in your operating agreement (e.g., withdrawal notice, unanimous vote), then file Articles of Amendment with the Montana Secretary of State to update your Articles of Organization. Pay the required filing fee, amend your operating agreement and internal records, and notify the IRS of the change.
Authorize the removal per your operating agreement, then file an Amended Certificate of Organization with the Nebraska Secretary of State (online $25 / in-office $30). Update your operating agreement, company records, and IRS filings to reflect the change.
Execute the removal under your operating agreement, then file a Certificate of Amendment to your Articles of Organization with the Nevada Secretary of State (per NRS 86.216), paying the applicable fee. Amend your operating agreement, update internal records, and notify the IRS.
Carry out the removal as set out in your operating agreement, then file a Certificate of Amendment (Form LLC-3) with the New Hampshire Secretary of State (fee $35). Update your operating agreement, internal records, and IRS information.
Approve the removal under your operating agreement, then file a Certificate of Amendment (L-102) with the New Jersey Division of Revenue & Enterprise Services—online, by mail, fax, or in person. Amend your operating agreement, update internal records, and notify the IRS of the membership change.
Follow the removal procedure in your operating agreement, then file a Certificate of Amendment to your Articles of Organization via the New Mexico SOS online e-filing portal (fee applies). Update your operating agreement, internal records, and notify the IRS of the change.
Carry out the removal per your operating agreement (e.g., withdrawal notice or unanimous vote), then file a Certificate of Amendment with the New York Department of State (fee $60). Amend your operating agreement, internal records, and notify the IRS.
Execute the removal under your operating agreement, then file Articles of Restatement (Form L-16) with the North Carolina Secretary of State. Update your operating agreement, company records, and notify the IRS of the membership change.
North Dakota does not require any state filing to change member information. Simply document the removal in your operating agreement and internal records, and notify the IRS if needed.
Follow the removal steps in your operating agreement, then file an LLC Certificate of Amendment (Form 543A) with the Ohio Secretary of State and pay the required fee. Amend your operating agreement, update internal records, and notify the IRS.
Check and follow the removal procedure in your operating agreement (or default Oklahoma rules under 18 O.S. §2036). No state filing is required to effect the removal; simply amend your operating agreement, update your internal records, and notify the IRS of the change.
Authorize the removal per your operating agreement, then file Articles of Amendment (using the Articles of Amendment/Dissolution form) with the Oregon Secretary of State (fee applies). Finally, update your operating agreement, company records, and IRS filings.
Amend your operating agreement to document the member’s withdrawal. If you originally listed member names in your Certificate of Organization, you may also file a Certificate of Amendment with the Pennsylvania Department of State. Update your internal records and notify the IRS.
Carry out the removal as set out in your operating agreement (e.g., vote, withdrawal notice, or buy-out), then file Articles of Amendment to your Articles of Organization with the Rhode Island Secretary of State. Amend your operating agreement, update internal records, and inform the IRS.
Follow the procedure in your operating agreement, then file a Members’ Statement of Dissociation (§ 33-44-704) with the South Carolina Secretary of State (fee $2). Update your operating agreement, company records, and notify the IRS of the membership change.
Follow the procedure in your operating agreement, then file a Statement of Dissociation of Member (or Amended Articles of Organization if you wish) with the South Dakota Secretary of State ($10 fee applies). Finally, amend your operating agreement, update your internal records, and notify the IRS of the change.
Authorize the removal under your operating agreement, then file Articles of Amendment to your LLC’s Articles of Organization (Form SS-4451) with the Tennessee Secretary of State. If the departing member was listed as your EIN’s Responsible Party, file IRS Form 8822-B to designate a new one. Update your operating agreement and internal records accordingly.
Approve the removal per your operating agreement, then file a Certificate of Amendment to your Certificate of Formation (Form 424) with the Texas Secretary of State within 30 days of adoption. Amend your operating agreement, update internal records, and notify the IRS of the membership change.
Execute the removal as set out in your operating agreement, then submit an LLC Registration Information Change form (fee $13) to the Utah Division of Corporations & Commercial Code—online, by mail, or by fax—to reflect the dissociation. Finally, update your operating agreement, internal records, and IRS filings.
Carry out the removal per your operating agreement, then file Articles of Amendment to your Articles of Organization with the Vermont Secretary of State (fee applies) stating the removal of the member. Amend your operating agreement, update internal records, and notify the IRS of the change.
LLC member names are not public in Virginia, so to remove one: document the removal in your operating agreement, update your internal records, and notify the IRS of any federal‐tax changes. No Articles of Amendment are required to change membership.
Approve the removal per your operating agreement, then file a Certificate of Amendment to your Articles of Organization (fillable PDF/online via CCFS) indicating any governance changes. Pay the statutory fee, update your operating agreement and internal records, and notify the IRS.
Follow your operating agreement’s process, then file an Amendment to the Certificate of Organization (Form LLF-4) with the WV Secretary of State (domestic LLC amendment fee $100 + $1 portal fee). Finally, amend your operating agreement, internal records, and notify the IRS.
A member may withdraw by written notice to the other members under Wis. Stat. § 183.0802(1)(f)2. Update your operating agreement and internal records. No state filing is required unless you originally listed members in your Articles; if so, file an Articles of Amendment to the Articles of Organization (fee $20).
Carry out the removal per your operating agreement, then file the “LLC-Amendment to Articles of Organization” form with the Wyoming Secretary of State (fee $60). Update your operating agreement, internal records, and notify the IRS of the change.