1. (1) A certificate of organization may be amended or restated at any time, except that in accordance with Section 16-20-1103, a low-profit limited liability company shall amend the low-profit limited liability company's certificate of organization if the limited liability company ceases to be a low-profit limited liability company.

2. (2) To amend a limited liability company's certificate of organization, a limited liability company must deliver to the division for filing an amendment stating:

   1. (a) the name of the limited liability company;
   2. (b) the date of filing of the limited liability company's initial certificate of organization; and
   3. (c) the changes the amendment makes to the certificate as most recently amended or restated.
3. (3) To restate a limited liability company's certificate of organization, a limited liability company must deliver to the division for filing a restatement designated as such in the restatement's heading.

4. (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:

   1. (a) cause the certificate to be amended; or
   2. (b) if appropriate, deliver to the division for filing a statement of change under Section 16-1a-407 or a statement of correction under Section 16-1a-206.

Renumbered and Amended by Chapter 93, 2026 General Session