(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.

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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 13. 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:
(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
(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:

    (a)  the name of the limited liability company;

    (b)  the date of filing of its initial certificate of organization; and

    (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:

    (a)  cause the certificate to be amended; or

    (b)  if appropriate, deliver to the division for filing a statement of change under Section 16-17-206 or a statement of correction under Section 48-3a-208.

    Enacted by Chapter 412, 2013 General Session

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