LLC Amendment and Legal-Name-Change Filing Requirements in Kentucky

At a glance

Requirements one by one

Some changes require an amendment

KRS § 275.030 requires amendment when the LLC changes its legal name, stated dissolution date, member-versus-manager management structure, or another matter that § 275.025 requires in the articles. It also permits any other lawful addition, change, or deletion.

For a legal-name change, § 14A.3-010 requires distinguishability and an approved LLC designator while keeping assumed-name use outside the real-name rule.

Principal-office mailing changes and registered-agent or office changes are carved out of the articles route. Those use the separate statements discussed below.

Approval is normally contribution-weighted

KRS § 275.030 sends amendment approval to KRS § 275.175 unless the articles or operating agreement provide otherwise. Members—not merely the manager who will sign—must approve. The default threshold is a majority in interest, and member votes are generally proportional to the agreed value of received, unreturned contributions recorded by the LLC.

Section 275.175 also permits written action without a meeting or prior notice when the writing carries at least the required number, percentage, or threshold of members, interests, or votes. The operating agreement may provide different procedures.

Filing content and signing authority are separate

The filed Articles of Amendment give the exact LLC name, each amendment's text, each adoption date, and a statement that managers or members duly adopted the change under the articles, operating agreement, or statute. KRS § 14A.2-020 allows a manager, member, or duly authorized representative to execute an LLC filing. KRS § 14A.2-010 requires the signer's name and capacity but says the document need not contain a seal, attestation, acknowledgment, or verification.

The current official Form LLA follows those fields, uses a perjury declaration, and accepts one copy by mail or in person. The Secretary's current business page says most filings may also be completed online.

Restatement is a separate consolidation route

KRS § 275.035 permits a restatement containing the LLC name and the complete restated articles. Its certificate says whether the restatement contains an amendment needing member approval and, if so, supplies the § 275.030 filing information. When effective, the restatement supersedes the original articles and all amendments.

KRS § 275.055 charges $40 for an amendment or a restatement and $80 for an amendment combined with restatement. KRS § 14A.2-165 exempts a qualifying veteran-owned business organized after August 1, 2018 from those filing fees.

The standard form is filing-time, but the statute permits delay

Form LLA states that the amendment will be effective upon filing. KRS § 14A.2-070 permits a custom filing to state a delayed date and time up to the 90th day after filing. A date without a time means 5 p.m. Frankfort time, and a filing cannot take effect before it is filed. The Secretary's FAQ confirms that an LLC may draft its own amendment if it meets the statutes.

If the Secretary refuses the document, KRS § 14A.2-100 requires return within five days with a short written reason. KRS § 14A.2-110 permits a Franklin Circuit Court petition to compel filing.

Use the separate route for a filing error or operational data

KRS § 14A.2-090 uses Articles of Correction for an inaccurate filed document, defective execution, or defective electronic transmission. Correction generally relates back, except for an adversely affected person who relied on the uncorrected filing.

KRS § 275.040 and § 14A.5-010 route a principal-office mailing-address change through a Statement of Change. KRS § 14A.4-020 separately governs the registered agent and registered office, including the new agent's written consent. KRS § 365.015 requires a Certificate of Assumed Name when the LLC uses another business name; that filing does not change the legal name in the Articles of Organization.

After filing, KRS § 275.185 requires the LLC to keep the articles and every amendment, any related powers of attorney, the written operating agreement, and the contribution records that determine default voting weight.

What trips people up

• A manager signature is not the default approval rule. The manager may sign, but members normally approve by a majority in interest.
• The default vote is not necessarily one member, one vote. Received, unreturned contribution values ordinarily determine voting weight.
• Form LLA fixes effect at filing. A lawful delay up to 90 days may require a custom filing that states the delayed term.
• Restatement has its own fee structure. A restatement alone is $40; a combined amendment and restatement is $80.

Common questions

Can I use the annual report for a legal-name change? No. The legal name is an articles matter under § 275.030. Annual reports update recurring company information, while principal-office and agent-office changes use their own statements.

Must the Articles of Amendment be notarized? No. Section 14A.2-010 says an acknowledgment or verification may be omitted, and current Form LLA uses a perjury signature instead of a notary block.

Does an assumed-name certificate replace the amendment? No. KRS § 365.015 governs use of another business name; changing the LLC's real legal name still requires Articles of Amendment.

Statutes and sources

• KRS §§ 275.030, 275.035, and 275.175 — mandatory and permitted changes, approval, contents, restatement, and contribution-weighted voting. Official § 275.030 (accessed 2026-08-21).
• KRS §§ 14A.2-010, 14A.2-020, 14A.2-070, and 14A.2-090 — format, signer, delivery, optional formality, effective time, and correction. Official § 14A.2-010 (accessed 2026-08-21).
• KRS §§ 14A.2-100 and 14A.2-110 — written refusal and court appeal. Official § 14A.2-100 (accessed 2026-08-21).
• KRS § 275.055 and § 14A.2-165 — amendment, restatement, correction, and veteran-owned-business fee rules. Official § 275.055 (accessed 2026-08-21).
• KRS §§ 275.040, 14A.4-020, 14A.5-010, and 365.015 — principal-office, agent-office, and assumed-name alternatives. Official § 14A.4-020 (accessed 2026-08-21).
• KRS § 275.185 — internal records after filing. Official text (accessed 2026-08-21).
• Kentucky Secretary of State — current Form LLA, forms library, and filing FAQ (accessed 2026-08-21).