275.030 Amendment of articles of organization. (Effective January 1, 2011)
(1)
(2)
(3)
(4)
A limited liability company shall amend its articles of organization to add or change
a provision that is required by this chapter to be included in the articles of
organization. A limited liability company may amend its articles of organization to
add, change, or delete a provision that is permitted to be or that is not required to be
in the articles of organization. The articles of organization shall be amended if:
(a) There is a change in the name of the limited liability company;
(b) There is a change in the latest date upon which the limited liability company is
to dissolve;
(c) There is a change in whether the management of the limited liability company
is vested in managers or members; or
(d) There is a change in any other matter required to be set forth in the articles of
organization under KRS 275.025.
Amendment of the articles of organization to change the mailing address of the
principal office of the limited liability company shall be done as provided in KRS
275.040, and a change to the registered office or the registered agent shall be done
as provided in KRS 14A.4-020.
Except as provided in subsection (3) of this section, or unless the articles of
organization or the operating agreement provide otherwise, an amendment to the
articles of organization of a limited liability company shall be approved by the
members in accordance with KRS 275.175.
Unless the articles of organization or the written operating agreement provide
otherwise, a manager or, if there is no manager, any member may amend the articles
of organization of the limited liability company without action by the members to
delete:
(a) The name and address of the initial registered agent or initial registered office
if a statement of change pursuant to KRS 14A.4-020 or predecessor law is on
file with the Secretary of State; or
(b) The mailing address of the initial principal office, if a statement of change
pursuant to KRS 14A.5-010 or predecessor law is on file with the Secretary of
State.
To amend its articles of organization, a limited liability company shall file with the
Secretary of State articles of amendment that satisfy KRS 14A.2-010 to 14A.2-150
setting forth:
(a) The name of the limited liability company;
(b) The text of each amendment adopted;
(c) The date of each amendment's adoption; and
(d) A statement that the amendment was duly adopted by the managers or the
members in accordance with the articles of organization, the operating
agreement of the limited liability company, or this chapter.
(5)
(6)
(7)
The articles of organization may be amended in any respect as may be desired, if the
articles of organization as amended contain only provisions that may be lawfully
contained in articles of organization at the time of making the amendment.
Unless the articles of organization provide otherwise, no member of a limited
liability company shall have the right to dissent from an amendment to the articles
of organization.
A professional limited liability company that has ceased to be utilized for rendering
a professional service may by amendment of its articles of organization delete the
provisions required by KRS 275.025(3) and adopt a name conforming to KRS
275.100, whereupon the limited liability company shall no longer be a professional
limited liability company.
Effective: January 1, 2011
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 96, effective July 15, 2010;
amended 2010 Ky. Acts ch. 133, sec. 29, effective July 15, 2010; and amended
ch. 151, sec. 72, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137,
sec. 96, effective June 26, 2007. -- Created 1994 Ky. Acts ch. 389, sec. 6, effective
July 15, 1994.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183,
provides, "The specific textual provisions of Sections 1 to 178 of this Act which
reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed
effective as of June 26, 2007, and those provisions are hereby made expressly
retroactive to that date, with the remainder of the text of those sections being
unaffected by the provisions of this section."
Legislative Research Commission Note (7/15/2010). This section was amended by
2010 Ky. Acts chs. 133 and 151, and repealed and reenacted by 2010 Ky. Acts
ch. 51. Pursuant to Section 184 of Acts ch. 51, it was the intent of the General
Assembly that the repeal and reenactment not serve to void the amendments, and
these Acts do not appear to be in conflict; therefore, they have been codified
together.
Legislative Research Commission Note (1/1/2011). In subsection (1) of this statute,
"KRS 275.120" has been changed to "KRS 14A.4-020" in codification. The original
citation was added through amendment by 2010 Ky. Acts ch. 133, effective
7/15/2010, but the cited statute was repealed as part of the omnibus Kentucky
Business Entity Filing Act, 2010 Ky. Acts ch.. 151, effective 1/1/2011. The correct
citation, consistent with an identical change made to subsection 3(a) of this section
by the Kentucky Business Entity Filing Act, has been substituted by the Reviser of
Statutes under the authority of KRS 7.136(1).
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