§ 21-118 — Amendment or restatement of certificate of organization

(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 .

Legislative History

Source: Laws 2010, LB888, § 18.