1705.08 Filing of certificate of amendment of articles.

(A) The articles of organization of a limited liability company may be amended at any time and for any proper purpose by filing a certificate of amendment with the secretary of state. However, a certificate of amendment amending the articles of organization shall be filed within thirty days after the occurrence of any of the following:

(1) The name of the limited liability company is changed;

(2) The period of the limited liability company's duration is changed;

(3) Any other information that is set forth in the articles of organization is changed.

(B) A member of a limited liability company in which the management is reserved to its members, or a manager of a limited liability company in which the management is not reserved to its members, promptly shall file or cause to be filed a certificate of amendment upon discovering that a statement in the articles of organization was materially false when made or that any other information set forth in the articles of organization has changed making the articles materially inaccurate.

(C)

(1) A certificate of amendment filed pursuant to division (A) or (B) of this section shall be on a form prescribed by the secretary of state and shall set forth all of the following:

(a) The name of the limited liability company;

(b) The date of the filing of the limited liability company's articles of organization that are being amended;

(c) The amendment to the limited liability company's articles of organization.

(2) The certificate of amendment shall be executed by a member, manager, or authorized representative of the limited liability company, which person shall also certify that the person is authorized to execute the certificate.

(D) The articles of organization of a limited liability company may be restated at any time by filing a restatement of the articles of organization with the secretary of state. The restatement shall be certified by a member, manager, or authorized representative of the limited liability company, which person shall also certify that the person is authorized to execute the restatement.

Cite as R.C. § 1705.08

History. Effective Date: 12-03-1999