California LLC Certificate of Amendment Form
If a limited liability company wishes to modify documents that have already been submitted to the Secretary of State’s office in the State of California, there is some paperwork to be done. This form has to be completely filled and sent to the Secretary of State’s office in order to modify the submitted documents. A $30 filing fee has to be sent along with the completed form.
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SB 1532 - Business Entities Filings (Rev. 11/21/2012) Changes to California Business Entity Filings effective January 1, 2013 \ As of January 1, 2013, new legal requirements appl y to business entity documents filed with the California Secretary of State’s office. Entity and Agent Addresses All formation/registration documents must incl ude the business entity street address and mailing address. All foreign corporation and foreign limited liability company registration documents must include the street address of the principal business office address in California, if one exists. All documents listing an individual person as an agent for service of process must include the agent’s California street address. All corporat e agents filing a certificate pursuant to California Corporations Code section 1505 mu st include the California street address where process may be served. A post office box address for an agent for service of process will not be accepted on any document. Future File Date Requests All future file date requests for corporation and limited liability company documents must be included within the document submitted or as an attachment to be made part of the filed document. Corporation and limited liability company documents received before January 1, 2013, with a future file date on or after January 1, 2013, must comply with the entity and agent addresses requirements listed above. This information may be included in an attachment as part of the filed document. Copy Requests The Secretary of State will no longer endorse and certify customer-provided copies. However, a customer who submits documents with a filing fee of $25.00 or more will receive one (1) uncertified copy of the documents for free and, at the time of filing, the free copy may be certified for a $5.00 certification fee. Customer s requesting additional copies will be charged $1.00 for the first page and $0.50 for each additional page. Each certified copy requires an additional $5.00 certification fee. Note: While domestic stock and foreign corpora tions are required to pay a total of $25.00 when filing the required Statement of Information, the total fees include a $20.00 filing fee and a $5.00 disclosure fee. Therefore, customers reque sting copies of a Statement of Information (corporation or limited liability company) mu st include the copy fees described above. LIMITED LIABILITY COMPANY CERTIFICATE OF AMENDMENT A $30.00 filing fee must accompany this form. IMPORTANT – Read instructions before completing this form. This Space For Filing Use Only 1. SECRETARY OF STATE FILE NUMBER 2. NAME OF LIMITED LIABILITY COMPANY COMPLETE ONLY THE SECTIONS WHERE INFORMATION IS BEIN G CHANGED. ADDITIONAL PAGES MAY BE ATTACHED IF NECESSARY. A. LIMITED LIABILITY COMPANY NAME (END THE NAME WITH THE WORDS “LIMITED LIABILITY COMPANY,” “LTD. LIABILITY CO.” OR THE ABBREVIATIONS “LLC” OR “L.L.C.”) B. THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY (CHECK ONE): [ ] ONE MANAGER [ ] MORE THAN ONE MANAGER [ ] ALL LIMITED LIABILITY COMPANY MEMBER(S) C. AMENDMENT TO TEXT OF THE ARTICLES OF ORGANIZATION: 3. D. OTHER MATTERS TO BE INCLUDED IN THIS CERTIFICATE MAY BE SET FORTH ON SEPARATE ATTACHED PAGES AND ARE MADE A PART OF THIS CERTIFICATE. OTHER MATTERS MAY INCLUDE A CHANGE IN THE LATEST DATE ON WHICH THE LIMITED LIABILITY COMPANY IS TO DISSOLVE OR ANY CHANGE IN THE EVENTS THAT WILL CAUSE THE DISSOLUTION. 4. FUTURE EFFECTIVE DATE, IF ANY: MONTH DAY YEAR 5. NUMBER OF PAGES ATTACHED, IF ANY: 6. IT IS HEREBY DECLARED THAT I AM THE PERSON WHO EXECUT ED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. SIGNATURE OF AUTHORIZED PERSON DATE TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON RETURN TO: 7. NAME FIRM ADDRESS CITY/STATE ZIP CODE SEC/STATE FORM LLC-2 (Rev. 03/2005) – FILING FEE $30.00 APPROVED BY SECRETARY OF STATE State of California Secretary of State Instructions for Completing the Certificate of Amendment (Form LLC-2) Where to File: For easier completion, this form is available on the Secretary of State's website at www.sos.ca.gov/business/be/forms.htm and can be viewed, filled in and printed from your computer. The completed form along with the applicable fees can be mailed to Secretary of State, Document Filing Support Unit, P.O. Box 944228, Sacramento, CA 94244-2280 or delivered in person (drop off) to the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. If you are not completing this form online, please type or legibly print in black or blue ink. This form is filed only in the Sacramento office. Legal Authority: Statutory filing provisions can be found in California Corporations Code section 17054. All statutory references are to the California Corporations Code, unless otherwise stated. A Certificate of Amendment (LLC-2) shall be filed within thirty (30) days after any information set forth in the Articles of Organization (LLC-1) or a previously filed Certificate of Amendment (LLC-2) or Restated Articles of Organization (LLC-10), becomes inaccurate, or in order to add information to the Articles of Organization (LLC-1), a previously filed Certificate of Amendment (LLC-2) or a Restated Certificate of Articles of Organization (LLC-10). The Certificate of Amendment (LLC-2) may become effective not more than ninety (90) days after filing the Certificate of Amendment (LLC-2). (Section 17056 (c).) Fees: The fee for filing Form LLC-2 is $30.00. A $15.00 special handling fee is applicable for processing documents delivered in person (drop off) to the Sacramento office. The special handling fee is in addition to the filing fee, should be included in a separate check, and will be retained whether the document is filed or rejected. The preclearance and/or expedited filing of a document within a guaranteed time frame can be requested for an additional fee in lieu of the special handling fee. Please refer to the Secretary of State's website at www.sos.ca.gov/business/be/service-options.htm for detailed information regarding preclearance and expedited filing services. The special handling fee or preclearance and expedited filings services are not applicable to documents submitted by mail. Check(s) should be made payable to the Secretary of State. Copies: The Secretary of State will certify two copies of the filed document(s) without charge, provided that the complete copies with any attachments are submitted to the Secretary of State with the document to be filed. Any additional copies submitted will be certified with payment of $8.00 per copy Complete the Certificate of Amendment (Form LLC-2) as follows: Item 1. Enter the file number issued by the California Secretary of State. Item 2. Enter the name of the limited liability company as filed with the California Secretary of State. Item 3. Enter only the information which is being amended. Provide the text of each amendment adopted, using the A-D space provided or attaching additional pages. Item 4. Enter the future effective date of the Certificate of Amendment (LLC-2), if any. If none is indicated, the amendment shall be effective upon filing with the California Secretary of State. Item 5. Enter the number of pages attached, if any. All attachments should be 81/2” X 11”, one-sided and legible. Item 6. The Certificate of Amendment (LLC-2) shall be executed, with an original signature and title, of at least one manager unless a greater number is provided for in the Articles of Organization. If an entity is designated as a manager or member, the person who signs for the entity must note the exact entity name, his/her name, and his/her position/title. If a trust is designated as a manager or member, the certificate must be signed by a trustee as follows:________, trustee for __________trust (including the date of the trust, if applicable). Example: Mary Todd, trustee of the Lincoln Family Trust (U/T/A 5-1-94). Item 7. Enter the name and address of the person or firm to whom a copy of the certificate should be returned.
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