Filing of certificate of amendment or judicial decree of amendment; effective date.
1. A signed certificate of amendment, or a certified copy of a judicial decree of amendment, must be filed with the Secretary of State. A person who signs a certificate as an agent, officer or fiduciary of the limited-liability company need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of State finds that a certificate does not conform to law, upon his receipt of all required filing fees he shall file the certificate.
2. A certificate of amendment or judicial decree of amendment is effective upon filing with the Secretary of State or upon a later date specified in the certificate or judicial decree, which must not be more than 90 days after the certificate or judicial decree is filed.
3. If a certificate specifies an effective date and if the resolution of the members approving the proposed amendment provides that one or more managers or, if management is not vested in a manager, one or more members may abandon the proposed amendment, then those managers or members may terminate the effectiveness of the certificate by filing a certificate of termination with the Secretary of State that:
(a) Is filed before the effective date specified in the certificate or judicial decree filed pursuant to subsection 1;
(b) Identifies the certificate being terminated;
(c) States that, pursuant to the resolution of the members, the manager of the company or, if management is not vested in a manager, a designated member is authorized to terminate the effectiveness of the certificate;
(d) States that the effectiveness of the certificate has been terminated;
(e) Is signed by a manager of the company or, if management is not vested in a manager, a designated member; and
(f) Is accompanied by a filing fee of $175.
Last modified: February 26, 2006