§ 48-3a-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 48-3a-1303, a low-profit limited liability company shall amend its certificate of organization if the limited liability company ceases to be a low-profit limited liability company.

(2) To amend its 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 its initial certificate of organization; and

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

(3) To restate its certificate of organization, a limited liability company must deliver to the division for filing a restatement designated as such in its 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 16-17-206 or a statement of correction under Section 48-3a-208.

Enacted by Chapter 412, 2013 General Session