Nebraska Statutes 21-118. Amendment or restatement of certificateof organization
(RULLCA 202) (a) A certificate of organization may be amended or restated at any time.
Terms Used In Nebraska Statutes 21-118
- 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.
- Company: shall include any corporation, partnership, limited liability company, joint-stock company, joint venture, or association. See Nebraska Statutes 49-801
- State: when applied to different states of the United States shall be construed to extend to and include the District of Columbia and the several territories organized by Congress. See Nebraska Statutes 49-801
(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.