Changes To Limited Liability Company Filings, Changes To California Business Entity Filings, Instructions For Completing Restated Articles Of Organization (Llc-10)

Secretary of State

Business Programs Division

Business Entities, 1500 11th Street, 3rd Floor, Sacramento, CA 95814

LLC Filing Requirements (continued)

Certificate of Amendment (Form LLC-2): (1) A provision has been added for the adoption of

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the new statement of purpose; and (2) unless a greater number is provided for in the LLC's

Articles of Organization, this form must be signed by at least one manager, if the LLC is

manager-managed or at least one member, if the LLC is member-managed.

(Sections

17702.02(b) and 17702.02(d).)

Restated Articles of Organization (Form LLC-10): (1) The statement of purpose has changed;

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and (2) the lines for the LLC addresses and agent for service of process have been removed,

and a notation has been added to the form that if the LLC has not filed a Statement of

Information (Form LLC-12), the LLC addresses and agent for service of process listed in the

initial Articles of Organization are not superseded by the filing of Form LLC-10. Note: If the

LLC addresses and/or agent for service of process have changed, the LLC must file Form

LLC-12; and (3) unless a greater number is provided for in the LLC's Articles of Organization,

this form must be signed by at least one manager, if the LLC is manager-managed or at least

one member, if the LLC is member-managed. (Sections 17702.02(c) and 17702.02(d).)

Certificate of Continuation (Form LLC-8): The statutory reference that appears in Item 3 of the

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form has changed. (Section 17707.09.)

Articles of Incorporation containing a statement of conversion (document sample): The

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statutory reference that appears in Article VI has changed, and the document must be signed

and acknowledged by all of the "members." (Section 17710.06(b).)

Application to Register a Foreign Limited Liability Company (Form LLC-5): Registration under

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an alternate name will be permitted only if the foreign LLC's name is not available for use in

California or if the name does not comply with the naming requirements in Section 17701.08.

(Section 17708.02 and 17708.05(a).)

Amendment to Registration of a Foreign Limited Liability Company (Form LLC-6): (1) If the

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name of the foreign LLC has changed in the state, country or other place of formation, a

certificate by the agency where the foreign LLC was formed must be included; (2) the adoption

of or continued use of an alternate name is permitted only if the foreign LLC's current name is

not available for use in California or if the current name does not comply with the naming

requirements in Section 17701.08. (Section 17708.05(b).)

The revised LLC related forms are available at

For more information about this law change, please refer to the Statutes of 2012, Chapter 419,

(SB 323 Vargas) available at

California Secretary of State

SB 323, Statutes of 2012 - LLC Filings (Rev. 01/2014)

Page 2 of 2

(916) 657-5448

Changes To Limited Liability Company Filings, Changes To California Business Entity Filings, Instructions For Completing Restated Articles Of Organization (Llc-10) - 2014 Page 2

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