16-20-202. Amendment or restatement of certificate of organization.
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Effective 10/1/2026
16-20-202. Amendment or restatement of certificate of organization.
(1)A certificate of organization may be amended or restated at any time, except that in accordance with Section 16-20-1103 , a low-profit limited liability company shall amend the low-profit limited liability company's certificate of organization if the limited liability company ceases to be a low-profit limited liability company.
(2)To amend a limited liability company's certificate of organization, a limited liability company must deliver to the division for filing an amendment stating:
(a)the name of the limited liability company;
(b)the date of filing of the limited liability company's initial certificate of organization; and
(c)the changes the amendment makes to the certificate as most recently amended or restated.
(3)To restate a limited liability company's certificate of organization, a limited liability company must deliver to the division for filing a restatement designated as such in the restatement's heading.
(4)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 due to changed circumstances, the member or manager shall promptly:
(a)cause the certificate to be amended; or
(b)if appropriate, deliver to the division for filing a statement of change under Section 16-1a-407 or a statement of correction under Section 16-1a-206 .
Renumbered and Amended by Chapter 93 , 2026 General Session