§ 48-2c-408. Certificate of amendment to articles of organization.

(1) A company amending its articles of organization shall deliver to the division for filing a certificate of amendment that includes:

(a) the name of the company;

(b) the text of each amendment adopted;

(c) if the amendment provides for restructuring the ownership of the company or an exchange or reclassification of the members' interests in the company, provisions for implementing the amendment if not contained in the text of the amendment itself;

(d) the date each amendment was adopted by the members;

(e) a statement that each amendment was adopted by the members and any managers, as required by Section 48-2c-803 or 48-2c-804, or as otherwise required by the articles of organization or operating agreement; and

(f) the signature required by Section 48-2c-204.

(2) Unless otherwise provided in the articles of organization, the operating agreement, or in Section 48-2c-803 or 48-2c-804, each amendment to the articles of organization of a company must be approved by all members and any managers and, if there are classes of members, by all of the members of each class.

(3) A company shall deliver the certificate of amendment required by Subsection (1) to the division for filing within 60 days after adoption of the amendment.

(4) Upon the filing with the division of a certificate of amendment, the articles of organization shall be amended as set forth in the certificate of amendment.

Amended by Chapter 141, 2005 General Session