Florida Statutes 605.0202 – Amendment or restatement of articles of organization
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(1) The articles of organization may be amended or restated at any time.
(2) To amend the articles of organization, a limited liability company must deliver to the department for filing an amendment, designated as such in its heading, which contains the following:
(a) The present name of the company.
Terms Used In Florida Statutes 605.0202
- 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 the articles of organization required under…. See Florida Statutes 605.0102
- Department: means the Department of State. See Florida Statutes 605.0102
- Manager: means a person who, 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 ss. See Florida Statutes 605.0102
- Manager-managed limited liability company: means a limited liability company that is manager-managed by virtue of the operation of…. See Florida Statutes 605.0102
- Member: means a person who:(a) Is a member of a limited liability company under…. See Florida Statutes 605.0102
- Member-managed limited liability company: means a limited liability company that is not a manager-managed limited liability company. See Florida Statutes 605.0102
(b) The date of filing of the company’s articles of organization.(c) The amendment to the articles of organization.(d) The delayed effective date, as provided under s. 605.0207, if the amendment is not effective on the date the department files the amendment.
(3) To restate its articles of organization, a limited liability company must deliver to the department for filing an instrument, entitled “Restatement of Articles of Organization,” which contains the following:
(a) The present name of the company.
(b) The date of the filing of its articles of organization.
(c) All of the provisions of its articles of organization in effect, as restated.
(d) The delayed effective date, as provided under s. 605.0207, if the restatement is not effective on the date the department files the restatement.
(4) A restatement of the articles of organization of a limited liability company may also contain one or more amendments to the articles of organization, in which case the instrument must be entitled “Amended and Restated Articles of Organization.”
(5) If a member of a member-managed limited liability company or a manager of a manager-managed limited liability company knew that information contained in filed articles of organization was inaccurate when the articles of organization were filed or became inaccurate due to changed circumstances, the member or manager shall promptly:
(a) Cause the articles of organization to be amended; or