489.202 Amendment or restatement of certificate of organization.

1. A certificate of organization may be amended or restated at any time.

2. To amend its certificate of organization, a limited liability company must deliver to the secretary of state for filing an amendment stating all of the following:

a. The name of the company.

b. The date of filing of its certificate of organization.

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 secretary of state for filing a restatement, designated as such in its heading, stating all of the following:

a. 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.

b. If the company’s name has been changed at any time since the company’s formation, each of the company’s former names.

c. The changes the restatement makes to the certificate as most recently amended or restated.

4. Subject to section 489.112, subsection 3, and section 489.205, subsection 3, an amendment to or restatement of a certificate of organization is effective when filed by the secretary of state.

5. 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 do any of the following:

a. Cause the certificate to be amended.

b. If appropriate, deliver to the secretary of state for filing a statement of change under section 489.114 or a statement of correction under section 489.206.

2008 Acts, ch 1162, §19, 155

Referred to in §489.105