Section 17054.

(a) Subject to subdivision (b) of Section 17103, the articles of organization may be amended at any time and in any manner as the members may determine, as long as the articles of organization as amended contain only those provisions as it would be lawful to insert in original articles of organization filed at the time of the filing of the amendment. The articles of organization may be amended regardless of whether any provision contained in the amendment was permissible at the time of the original organization of the limited liability company.

(b) The articles of organization shall be amended by filing a certificate of amendment thereto duly executed by at least one manager, unless a greater number is provided in the articles of organization. The certificate of amendment shall be filed with, and on a form prescribed by, the Secretary of State, and shall set forth all of the following:

(1) The name and the Secretary of State's file number of the limited liability company.

(2) The text of the amendment to the articles of organization.

(c) A limited liability company shall not amend its articles of organization to alter any statement that may appear in the original articles of organization of the street address and mailing address of the limited liability company, or name and address of the initial agent for service of process, except to correct an error in the statement or to delete the information after filing a statement pursuant to Section 17060. A certificate of amendment to the articles of organization shall be filed to effect any of the following:

(1) A change in the name of the limited liability company.

(2) Any change in the statement referred to in subdivision (b) of Section 17151.

(3) Any change in the time as stated in the articles of organization for the dissolution of the limited liability company.

(4) Any change in the events that will cause a dissolution of the limited liability company.

(d) The managers shall cause to be filed a certificate of amendment to the articles of organization within 30 days of the discovery by any of the managers of any false or erroneous material statement contained in the articles of organization or any amendment thereto.

(e) Any manager who executes a certificate of amendment shall be liable for any statement materially inconsistent with the operating agreement or any material misstatement of fact contained in the certificate of amendment if the manager knew or should have known that the statement was false when made or that the statement became false and an amendment required by subdivision (d) was not filed, and the person suffering the loss relied on the statement or misstatement.

(f) Articles of organization may be restated at any time. Restated articles of organization shall be filed with, and on a form prescribed by, the Secretary of State, shall be specifically designated as restated in the heading, shall set forth the limited liability company's name and the Secretary of State's file number, and may set forth any other matters that may be set forth as authorized by Section 17051, except that if the limited liability company has filed the statement required by Section 17060, the initial street address and initial mailing address of the limited liability company, and name and address of the initial agent for service of process shall not be set forth. If the name of the limited liability company is to be changed by the filing of the restated articles of organization, the old name shall also be set forth in a manner to indicate the intent to change the name. The restated articles of organization shall supersede the initial articles of organization and all amendments thereto previously filed with the Secretary of State.

(Amended by Stats. 2012, Ch. 494, Sec. 46. Effective January 1, 2013. Repealed as of January 1, 2014, pursuant to Section 17657. Thereafter, see Title 2.6, commencing with Section 17701.01.)