§ 21-118. Amendment or restatement of certificate of organization.
AI-assisted research summary: A limited liability company may amend or restate its certificate of organization, but filings must be delivered to the Secretary of State and become effective when filed.
(RULLCA 202) (a) A certificate of organization may be amended or restated at any time. (b) To amend its certificate of organization, a limited liability company must deliver to the Secretary of State for filing an amendment stating: (1) the name of the company; (2) the date of filing of its certificate of organization; and (3) the changes the amendment makes to the certificate as most recently amended or restated. (c) To restate its certificate of organization, a limited liability company must deliver to the Secretary of State for filing a restatement, designated as such in its heading, stating: (1) in the heading or an introductory paragraph, the company's present name and the date of the filing of the company's initial certificate of organization; (2) if the company's name has been changed at any time since the company's formation, each of the company's former names; and (3) the changes the restatement makes to the certificate as most recently amended or restated. (d) Subject to subsection (c) of section 21-112 and subsection (c) of section 21-121, an amendment to or restatement of a certificate of organization is effective when filed by the Secretary of State. (e) 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 owing to changed circumstances, the member or manager shall promptly: (1) cause the certificate to be amended; or (2) if appropriate, deliver to the Secretary of State for filing a statement of change under section 21-114 or a statement of correction under section 21-122. History: Laws 2010, LB888, § 18.