02. Amendment or restatement of certificate of organization. (a) A certificate of organization may be amended or restated at any time. (b) To amend its certificate of organization, a limited liability company shall deliver to the Mayor for filing an amendment stating: (1) The name of the company; (2) The date of filing of its initial certificate of organization; and (3) The changes the amendment makes to the certificate as most recently amended or restated. (c) To restate its certificate of organization, a limited liability company shall deliver to the Mayor for filing a restatement, designated as such in its heading. (d) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate was filed or has become inaccurate owing to changed circumstances, the member or manager shall promptly: (1) Cause the certificate to be amended; or (2) If appropriate, deliver to the Mayor for filing a statement of change under §§ 29-104.07 through 29-104.10 or a statement of correction under § 29-102.05. Cause the certificate to be amended; or (2) If appropriate, deliver to the Mayor for filing a statement of change under §§ 29-104.07 through 29-104.10 or a statement of correction under § 29-102.05. (e) A limited liability company may amend its certificate of organization to delete the information required by § 29-802.01(b)(2) at any time after it has filed its first biennial report under § 29-102.11. (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(3)(B), 59 DCR 13171.) Section References This section is referenced in § 29-802.05. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted 'initial certificate' for 'certificate' in (b)(2); deleted 'stating' following 'heading' at the end of (c) and substituted a closing period for the semicolon; repealed (c)(1) through (c)(3); repealed (d), which read: 'Subject to §§ 29-801.09(c) and 29-802.05(c), an amendment to or restatement of a certificate of organization shall be effective when filed by the Mayor.'; and redesignated former (e) and (f) as (d) and (e), respectively. Editor's Notes Uniform Law: This section is based on § 202 of the Uniform Limited Company Act (2006 Act). when filed by the Mayor.'; and redesignated former (e) and (f) as (d) and (e), respectively. Editor's Notes Uniform Law: This section is based on § 202 of the Uniform Limited Company Act (2006 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
District of Columbia Legal Code