608.411 Amendments to or restatements of articles of organization.
608.411 Amendments to or restatements of articles of organization.
(1) The articles of organization of a limited liability company are amended by filing the articles of amendment thereto with the Department of State. The articles of amendment shall set forth:
(a) The name of the limited liability company.
(b) The date of filing of the articles of organization.
(c) The amendment to the articles of organization.
(2) Unless otherwise provided in this chapter or in the articles of amendment, the articles of amendment shall be effective when filed with the Department of State.
(3) A limited liability company may, whenever desired, integrate into a single instrument all provisions of its articles of organization then in effect and it may at the same time further amend its articles of organization by adopting restated articles of organization which meet all the requirements of s. 608.407.
(4) If the restated articles of organization merely restate and integrate but do not further amend the then-effective articles of organization, the limited liability company shall title the filing “Restated Articles of Organization,” together with such other words as the limited liability company deems appropriate. If the restated articles restate and integrate and also further amend in any respect the then-effective articles of organization, the limited liability company shall title the filing “Amended and Restated Articles of Organization,” together with such other words as the limited liability company deems appropriate. In each case described in this subsection, the document shall be executed as provided in this chapter for articles of organization and filed as provided by this chapter with the Department of State.
(5) Restated articles of organization shall state, either in their heading or in an introductory paragraph, the limited liability company’s present name, and, if it has been changed, the name under which it was originally filed; the date of filing of its original articles of organization with the Department of State; and any future effective date or time if other than the date and time of the filing of the restated articles of organization. Restated articles of organization shall also state that they were duly executed and are being filed in accordance with this section. If the restated articles of organization only restate and integrate and do not further amend the limited liability company’s articles of organization as theretofore amended or supplemented and there is no discrepancy between those provisions and the restated articles of organization, they shall state that fact as well.
(6) Upon the filing of the restated articles of organization with the Department of State, or upon any future effective date or time provided in restated articles of organization, the articles of organization existing prior to such filing shall be superseded and the restated articles of organization, including any further amendment or changes made thereby, shall become the limited liability company’s articles of organization. The original effective date of the limited liability company’s formation shall remain unchanged.
(7) Any amendment or change effected in connection with the restatement and integration of the articles of organization shall be subject to any other provisions of this chapter, not inconsistent with this section, which would apply if separate articles of amendment were filed to effect such amendment or change.
History. s. 2, ch. 82-177; s. 58, ch. 83-216; s. 17, ch. 93-284; s. 1, ch. 99-315; s. 9, ch. 2002-272.