Louisiana Revised Statutes 12:1309 – Amendment of articles of organization
Terms Used In Louisiana Revised Statutes 12:1309
- 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.
- Articles of organization: means documents filed under Louisiana Revised Statutes 12:1301
- managers: means a person or persons designated by the members of a limited liability company to manage the limited liability company as provided in its articles of organization. See Louisiana Revised Statutes 12:1301
- Member: means a person with a membership interest in a limited liability company with the rights and obligations specified under this Chapter. See Louisiana Revised Statutes 12:1301
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Louisiana Revised Statutes 12:1301
A. The articles of organization shall be amended when any of the following occurs:
(1) There is a change in the name of the limited liability company.
(2) There is a false or erroneous statement in the articles of organization.
(3) The members desire to make a change in any other statement in the articles of organization in order to accurately represent their agreement.
(4) In accordance with La. Rev. Stat. 12:1302(C)(2), the company ceases to be a low-profit limited liability company.
B. After an amendment has been adopted as provided by this Chapter, articles of amendment setting forth the amendment, the date, and manner of adoption thereof shall be executed in the limited liability company’s name by a manager of the limited liability company, if management of the limited liability company is vested in one or more managers pursuant to La. Rev. Stat. 12:1312, or by at least one member of the limited liability company, if management of the limited liability company is reserved to the members. The articles of amendment shall be acknowledged by at least one of the persons who signed them or may be executed by authentic act. The secretary of state may prescribe and furnish forms for filing the amendment.
C. The articles of amendment shall be filed with the secretary of state. Articles of amendment may be delivered to the secretary of state for filing as of any specified date, and if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery. When all taxes, fees, and charges have been paid as required by law, the secretary of state shall record the articles of amendment in his office and endorse thereon the date and, if requested, the hour of the filing thereof with him. Thereupon, the amendment shall be effective as of the date and, if endorsed on the articles of amendment, the hour of filing. However, if the articles of amendment were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the amendment shall be effective as of the time of the acknowledgment or execution.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1999, No. 342, §5; Acts 2010, No. 417, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.