The Florida Senate

608.411  Amendments to or restatements of articles of organization.--

(1)  The articles of organization of a limited liability company are amended by filing a certificate of amendment thereto with the Department of State. The certificate of amendment shall set forth:

(a)  The name of the limited liability company.

(b)  The date of filing of the articles of organization.

(c)  The amendment to the articles of organization.

(2)  Within 30 days after the happening of any of the following events, an amendment to the articles of organization, indicating the occurrence of the event or events, shall be filed:

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

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

(c)  There is a change in the time as stated in the articles of organization for the dissolution of the limited liability company.

(d)  A time is fixed for the dissolution of the limited liability company, if no time is specified in the articles of organization.

(e)  The members desire to make a change in any other statement in the articles of organization in order for it to accurately represent the agreement between them.

(3)  Unless otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the Department of State.

(4)  A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its articles of organization which are then in effect and operative as a result of there having theretofore been filed with the department one or more certificates or other instruments pursuant to any of the provisions referred to in this section, and it may at the same time further amend its articles of organization by adopting restated articles of organization which meet all the requirements of s. 608.407.

(5)  If the restated articles of organization merely restate and integrate but do not further amend the initial articles of organization as theretofore amended or supplemented by any instrument that was executed and filed pursuant to any of the provisions of this section, it shall be specifically designated in its heading as the "Restated Articles of Organization," together with such other words as the limited liability company may deem appropriate, and shall be executed as provided in this chapter for articles of organization and filed as provided by this chapter with the department. If the restated articles restate and integrate and also further amend in any respect the articles of organization, as theretofore amended or supplemented, they shall be specifically designated in their heading as the "Amended and Restated Articles of Organization," together with such other words as the limited liability company may deem appropriate, and shall be executed as provided in this chapter for articles of organization and filed as provided by this chapter with the department.

(6)  Restated articles of organization shall state, either in their heading or in an introductory paragraph, the limited liability company's present name, and, if it has been changed, the name under which it was originally filed; the date of filing of its original articles of organization with the department; and the future effective date or time, which shall be a date or time certain, of the restated articles if it is not to be effective upon the filing of the restated articles. Restated articles shall also state that they were duly executed and are being filed in accordance with this section. If the restated articles only restate and integrate and do not further amend the limited liability company's articles of organization as theretofore amended or supplemented and there is no discrepancy between those provisions and the restated articles, they shall state that fact as well.

(7)  Upon the filing of the restated articles of organization with the department, or upon the future effective date or time of restated articles of organization as provided for therein, the initial articles of organization, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated articles of organization, including any further amendment or changes made thereby, shall be the articles of organization of the limited liability company, but the original effective date of formation shall remain unchanged.

(8)  Any amendment or change effected in connection with the restatement and integration of the articles of organization shall be subject to any other provisions of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.

History.--s. 2, ch. 82-177; s. 58, ch. 83-216; s. 17, ch. 93-284.