Statutes


State Codes and Statutes

State Codes and Statutes

Statutes > Louisiana > Rs > Title12 > Rs12-1309

§1309.  Amendment of articles of organization

A.  The articles of organization shall be amended when any of the following occurs:

(1)  There is a change in the name of the limited liability company.

(2)  There is a false or erroneous statement in the articles of organization.

(3)  The members desire to make a change in any other statement in the articles of organization in order to accurately represent their agreement.

(4)  In accordance with R.S. 12:1302(C)(2), the company ceases to be a low-profit limited liability company.

B.  After an amendment has been adopted as provided by this Chapter, articles of amendment setting forth the amendment, the date, and manner of adoption thereof shall be executed in the limited liability company's name by a manager of the limited liability company, if management of the limited liability company is vested in one or more managers pursuant to R.S. 12:1312, or by at least one member of the limited liability company, if management of the limited liability company is reserved to the members.  The articles of amendment shall be acknowledged by at least one of the persons who signed them or may be executed by authentic act.

C.  The articles of amendment shall be filed with the secretary of state.  Articles of amendment may be delivered to the secretary of state for filing as of any specified date, and if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery.  When all taxes, fees, and charges have been paid as required by law, the secretary of state shall record the articles of amendment in his office and endorse thereon the date and, if requested, the hour of the filing thereof with him.  Thereupon, the amendment shall be effective as of the date and, if endorsed on the articles of amendment, the hour of filing.  However, if the articles of amendment were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the amendment shall be effective as of the time of the acknowledgment or execution.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1999, No. 342, §5; Acts 2010, No. 417, §1.