13.1-1014 - Amendment of articles of organization. - Virginia Statutes

§ 13.1-1014. Amendment of articles of organization.

A. A limited liability company may amend its articles of organization at anytime to add or change a provision that is required or permitted in thearticles, or to delete a provision not required in the articles. An amendmentto the articles of organization may delete the name and address of theinitial registered agent or registered office, if a statement of changedescribed in § 13.1-1016 is on file with the Commission.

B. For an amendment to the articles of organization of a limited liabilitycompany to be adopted, the amendment shall be approved by that number orpercentage of members required to amend an operating agreement, unless thearticles of organization or a written operating agreement otherwise provide,provided that if the limited liability company has been formed without anymembers and no members have been admitted, an amendment may be adopted by amajority of the persons named as a manager in the articles of organizationor, if there are no members or managers, by a majority of the organizers ofthe limited liability company.

C. To amend its articles of organization, a limited liability company shallfile with the Commission articles of amendment setting forth:

1. The name of the limited liability company;

2. The text of each amendment adopted;

3. The date of each amendment's adoption; and

4. A statement that the amendment was adopted by a vote of the members, bythe managers or by the organizers in accordance with this chapter, as thecase may be.

If the Commission finds that the articles of amendment comply with therequirements of law and that all required fees have been paid, it shall issuea certificate of amendment.

D. An amendment to articles of organization does not affect a cause of actionexisting against or in favor of the limited liability company, a proceedingto which the limited liability company is a party, or the existing rights ofpersons other than members of the limited liability company. An amendmentchanging a limited liability company's name does not abate a proceedingbrought by or against the limited liability company in its former name.

E. A member of a limited liability company does not have a vested propertyright resulting from any provision of the articles of organization.

(1991, c. 168; 1997, c. 190; 2001, c. 548; 2005, c. 255; 2006, cc. 748, 912;2008, c. 108.)