not required to be included. Amendments are required if any provision contained in the articles of organization is, or becomes, inaccurate. The Minnesota Limited Liability Amendment to Articles of Organization form is available at Minnesota Limited Liability Company Forms. Articles of organization may be amended in the manner provided in the operating agreement. The articles of amendment must include the following provisions: the name of the Limited Liability Company as it appears in the records of the Secretary of State; the changes the amendment makes to the articles of organization as most recently amended or restated; and a statement that the amendment was adopted pursuant to Minn. Stat. Chapter 322C. There is a filing fee. A Limited Liability Company also may restate its articles of organization in their entirety at any time. In addition to stating the name of the Limited Liability Company and reciting that the restatement was approved pursuant to Minn. Stat. Chapter 322C, all articles are presented in the language which the Limited Liability Company now wishes to use. In other words, all changes are combined in one document. A restatement that includes substantive amendments must be approved by the members in the same way as any other amendment is approved. Articles of amendment must be signed by a person who has been authorized by the Limited Liability Company to sign such documents. Change of Registered Office or Registered Agent Every time a Limited Liability Company moves or changes its registered agent (if it has one), it must report the new information to the Secretary of State on Notice of Change of Registered Office/Registered Agent form available at Minnesota Limited Liability Company Forms. Also available by mail from that office. The form states the name of the Limited Liability Company, the new address of the registered office, the name of the new registered agent, if one is being appointed, and that the change was approved by the board of governors. As noted earlier, if a registered agent is appointed, the registered agent must be physically located at the registered office address. The statement must be signed by an authorized representative of the Limited Liability Company. There is a filing fee. The registered office address and agent information can also be changed using the amendment procedure described above.
POST-ORGANIZATION ISSUES
General Considerations Until a Limited Liability Company that has been formed has at least one member, it lacks capacity to do any act or carry on any activity except (1) delivering to the Secretary of State for filing a statement of change, an amendment to the certificate, a statement of correction, an annual report, and a statement of termination; (2) admitting a member; and (3) dissolving. Once the Limited Liability Company has at least one member, the member(s) may ratify prior actions that occurred when the Limited Liability Company lacked capacity.
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