275.030 Amendment of articles of organization.

553 words·~3 min read·/ky/chapter-275/275-030

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(1)A limited liability company shall amend its articles of organization to add or change

a provision that is required by this chapter to be included in the articles of

organization. A limited liability company may amend its articles of organization to

add, change, or delete a provision that is permitted to be or that is not required to be

in the articles of organization. The articles of organization shall be amended if:

(a)There is a change in the name of the limited liability company;

(b)There is a change in the latest date upon which the limited liability company is

to dissolve;

(c)There is a change in whether the management of the limited liability company

is vested in managers or members; or

(d)There is a change in any other matter required to be set forth in the articles of

organization under KRS 275.025.

Amendment of the articles of organization to change the mailing address of the

principal office of the limited liability company shall be done as provided in KRS

275.040, and a change to the registered office or the registered agent shall be done

as provided in KRS 14A.4-020.

(2)Except as provided in subsection

(3)of this section, or unless the articles of

organization or the operating agreement provide otherwise, an amendment to the

articles of organization of a limited liability company shall be approved by the

members in accordance with KRS 275.175.

(3)Unless the articles of organization or the written operating agreement provide

otherwise, a manager or, if there is no manager, any member may amend the articles

of organization of the limited liability company without action by the members to

delete:

(a)The name and address of the initial registered agent or initial registered office

if a statement of change pursuant to KRS 14A.4-020 or predecessor law is on

file with the Secretary of State; or

(b)The mailing address of the initial principal office, if a statement of change

pursuant to KRS 14A.5-010 or predecessor law is on file with the Secretary of

State.

(4)To amend its articles of organization, a limited liability company shall file with the

Secretary of State articles of amendment that satisfy KRS 14A.2-010 to 14A.2-150

setting forth:

(a)The name of the limited liability company;

(b)The text of each amendment adopted;

(c)The date of each amendment's adoption; and

(d)A statement that the amendment was duly adopted by the managers or the

members in accordance with the articles of organization, the operating

agreement of the limited liability company, or this chapter.

(5)The articles of organization may be amended in any respect as may be desired, if the

articles of organization as amended contain only provisions that may be lawfully

contained in articles of organization at the time of making the amendment.

(6)Unless the articles of organization provide otherwise, no member of a limited

liability company shall have the right to dissent from an amendment to the articles

of organization.

(7)A professional limited liability company that has ceased to be utilized for rendering

a professional service may by amendment of its articles of organization delete the

provisions required by KRS 275.025(3) and adopt a name conforming to KRS

275.100, whereupon the limited liability company shall no longer be a professional

limited liability company.