21-118. Amendment or restatement of certificate of organization.

280 words·~1 min read·/ne/chapter-21/21-118

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

(RULLCA 202)

(a)A certificate of organization may be amended or restated at any time.

(b)To amend its certificate of organization, a limited liability company must deliver to the Secretary of State for filing an amendment stating:

(1)the name of the company;

(2)the date of filing of its certificate of organization; and

(3)the changes the amendment makes to the certificate as most recently amended or restated.

(c)To restate its certificate of organization, a limited liability company must deliver to the Secretary of State for filing a restatement, designated as such in its heading, stating:

(1)in the heading or an introductory paragraph, the company's present name and the date of the filing of the company's initial certificate of organization;

(2)if the company's name has been changed at any time since the company's formation, each of the company's former names; and

(3)the changes the restatement makes to the certificate as most recently amended or restated.

(d)Subject to subsection

(c)of section 21-112 and subsection

(c)of section 21-121 , an amendment to or restatement of a certificate of organization is effective when filed by the Secretary of State.

(e)If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate was filed or has become inaccurate owing to changed circumstances, the member or manager shall promptly:

(1)cause the certificate to be amended; or

(2)if appropriate, deliver to the Secretary of State for filing a statement of change under section 21-114 or a statement of correction under section 21-122 .