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This Amendment To An LLC's Articles Of Organization Is Strictly Verboten!

The California Revised Uniform Limited Liability Company Act requires that the articles of organization include several prescribed statements, including the street address of the limited liability company's initial principal office.   Cal. Corp. Code § 17702.01(b)(3).  An LLC, of course, may change the location of its principal office.  But the one thing that it cannot do is amend its articles of organization to do so.  Cal. Corp. Code § 17702.02(f).  It also may not amend its articles of organization to change its mailing address, its agent for service of process, or the address of its agent for service process.

So what is an LLC to do when these changes occur?  The RULLCA requires that that the LLC file a statement of information as set forth in Section 17702.09.  Cal. Corp. Code § 17701.14(a).   

© 2010-2023 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XIII, Number 145
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

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