Utah Code 48-3a-202. Amendment or restatement of certificate of organization
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(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.
Terms Used In Utah Code 48-3a-202
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Certificate of organization: means the certificate required by Section 48-3a-201. See Utah Code 48-3a-102
- Division: means the Division of Corporations and Commercial Code. See Utah Code 48-3a-102
- Low-profit limited liability company: means a limited liability company meeting the requirements of Part 13, Low-Profit Limited Liability Companies. See Utah Code 48-3a-102
- Manager: means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in Subsection 48-3a-407(3). See Utah Code 48-3a-102
- Manager-managed limited liability company: means a limited liability company that qualifies under Subsection 48-3a-407(1). See Utah Code 48-3a-102
- Member: means a person that:(14)(a) has become a member of a limited liability company under Section 48-3a-401 or was a member in a company when the company became subject to this chapter under Section 48-3a-1405; and(14)(b) has not dissociated under Section 48-3a-602. See Utah Code 48-3a-102
- Member-managed limited liability company: means a limited liability company that is not a manager-managed limited liability company. See Utah Code 48-3a-102
(2) To amend its certificate of organization, a limited liability company must deliver to the division for filing an amendment stating:(2)(a) the name of the limited liability company;(2)(b) the date of filing of its initial certificate of organization; and(2)(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:(4)(a) cause the certificate to be amended; or