31 §623. Amendment to articles (WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES
Subchapter 2: FORMATION ENACTED BY PL 1993, C. 718, PT. A, §1
§623. Amendment to articles
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
1. Articles of amendment. The articles of organization are amended by filing articles of amendment with the Secretary of State. The articles of amendment must set forth:
A. The name of the limited liability company; and [1993, c. 718, Pt. A, §1 (NEW).]
B. The amendment or amendments to the articles. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1993, c. 718, Pt. A, §1 (NEW) .]
2. Inaccuracies. A manager or, if there is no manager, a member who becomes aware that a statement in the articles of organization or articles filed under this section has become inaccurate in any material respect as a result of subsequent events shall promptly amend the articles.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
3. Amendment required. No later than 90 days after the following event or events occur, an amendment to the articles of organization reflecting the event or events must be filed by a manager or, if there is no manager, by a member:
A. A change in the name of the limited liability company; [1993, c. 718, Pt. A, §1 (NEW).]
C. A change in whether the management of the limited liability company is vested in managers or members; [1995, c. 514, §7 (AMD).]
D. A manager or, if there is no manager, a member becomes aware that the articles of organization contain a false or erroneous statement; or [1995, c. 514, §7 (AMD).]
E. A change either in the minimum or maximum number of managers. [1995, c. 514, §8 (NEW).]
[ 2007, c. 323, Pt. D, §§12, 13 (AMD); 2007, c. 323, Pt. G, §4 (AFF) .]
4. Right to amend at any time. Except as otherwise provided in the articles of organization, articles of organization may be amended at any time for any other purpose a majority in interest of the members may determine necessary.
[ 1997, c. 376, §49 (AMD) .]
6. Restated articles of organization. A limited liability company may at any time file a restatement of its articles of organization that integrates into a single document the provisions of its articles of organization giving effect to all amendments previously adopted and, if authorized, further amendments. The restated articles of organization, either in the heading or in an introductory paragraph, must set forth:
A. That it is a restatement; [1993, c. 718, Pt. A, §1 (NEW).]
B. The limited liability company's present name; [1993, c. 718, Pt. A, §1 (NEW).]
C. If the name has been changed, the name under which it was originally filed; and [1993, c. 718, Pt. A, §1 (NEW).]
D. The date of filing of the initial articles of organization. [1993, c. 718, Pt. A, §1 (NEW).]
The restated articles of organization must be executed and filed in the manner provided for any other amendment to the articles of organization. Upon filing of the restated articles of organization by the Secretary of State, the restatement, including further amendments made as a result of the restatement, constitutes the articles of organization of the limited liability company pursuant to section 622.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 1995, c. 514, §§7,8 (AMD). 1997, c. 376, §49 (AMD). 2007, c. 323, Pt. D, §§12, 13 (AMD). 2007, c. 323, Pt. G, §4 (AFF). 2009, c. 164, §1 (AMD). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).