AMENDMENTS TO UNIFORM LIMITED LIABILITY COMPANY ACT (2006)

Version 1

(not requiring public disclosure of persons responsible for

the activities of a limited liability company)

SECTION 102. DEFINITIONS. In this [act]:

* * *

(1A) “Closely-held company” means a limited liability company that has not more than 50 members. The term does not include a company in which one or more persons with a class or series of publicly-traded equity securities are entitled to receive a majority of any distribution from the company.

* * *

(17A) “Records contact” means the individual required by Section 410(i).

* * *

SECTION 110. OPERATING AGREEMENT; SCOPE, FUNCTION, AND LIMITATIONS.

(a) Except as otherwise provided in subsections (b) and (c), the operating agreement governs:

(1) relations among the members as members and between the members and the limited liability company;

(2) the rights and duties under this [act] of a person in the capacity of manager;

(3) the activities of the company and the conduct of those activities; and

(4) the means and conditions for amending the operating agreement.

(b) To the extent the operating agreement does not otherwise provide for a matter described in subsection (a), this [act] governs the matter.

(1) vary a limited liability company’s capacity under Section 105 to sue and be sued in its own name;

(2) vary the law applicable under Section 106;

(3) vary the power of the court under Section 204;

(4) subject to subsections (d) through (g), eliminate the duty of loyalty, the duty of care, or any other fiduciary duty;

(5) subject to subsections (d) through (g), eliminate the contractual obligation of good faith and fair dealing under Section 409(d);

(6) unreasonably restrict the duties and rights stated in Section 410;

(7) vary the power of a court to decree dissolution in the circumstances specified in Section 701(a)(4) and (5);

(8) vary the requirement to wind up a limited liability company’s business as specified in Section 702(a) and (b)(1);

(9) unreasonably restrict the right of a member to maintain an action under [Article] 9;

(10) restrict the right to approve a merger, conversion, or domestication under Section 1014 to a member that will have personal liability with respect to a surviving, converted, or domesticated organization; or

(11) except as otherwise provided in Section 112(b), restrict the rights under this [act] of a person other than a member or manager;

(12) vary the requirements of Section 401(f) – (h);

(13) vary the requirements of Section 410(h) – (j); or

(14) vary the prohibitions in Sections 401(j) or 502(d) against a limited liability company issuing a certificate in bearer form.

(d) If not manifestly unreasonable, the operating agreement may:

(1) restrict or eliminate the duty:

(A) as required in Section 409(b)(1) and (g), to account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company’s business, from a use by the member of the company’s property, or from the appropriation of a limited liability company opportunity;

(B) as required in Section 409(b)(2) and (g), to refrain from dealing with the company in the conduct or winding up of the company’s business as or on behalf of a party having an interest adverse to the company; and

(C) as required by Section 409(b)(3) and (g), to refrain from competing with the company in the conduct of the company’s business before the dissolution of the company;

(2) identify specific types or categories of activities that do not violate the duty of loyalty;

(3) alter the duty of care, except to authorize intentional misconduct or knowing violation of law;

(4) alter any other fiduciary duty, including eliminating particular aspects of that duty; and

(5) prescribe the standards by which to measure the performance of the contractual obligation of good faith and fair dealing under Section 409(d).

(e) The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.

(f) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member would otherwise have under this [act] and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the responsibility.

(g) The operating agreement may alter or eliminate the indemnification for a member or manager provided by Section 408(a) and may eliminate or limit a member or manager’s liability to the limited liability company and members for money damages, except for:

(1) breach of the duty of loyalty;

(2) a financial benefit received by the member or manager to which the member or manager is not entitled;

(3) a breach of a duty under Section 406;

(4) intentional infliction of harm on the company or a member; or

(5) an intentional violation of criminal law.

(h) The court shall decide any claim under subsection (d) that a term of an operating agreement is manifestly unreasonable. The court:

(1) shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and

(2) may invalidate the term only if, in light of the purposes and activities of the limited liability company, it is readily apparent that:

(A) the objective of the term is unreasonable; or

(B) the term is an unreasonable means to achieve the provision’s objective.

SECTION 115. CHANGE OF ADDRESS OR RESIGNATION OF AGENT FOR SERVICE OF PROCESS.

(a) To change its address or resign as an agent for service of process of a limited liability company or foreign limited liability company, the agent must deliver to the [Secretary of State] for filing a statement of ~~resignation~~ change containing:

(1) the company name ~~and stating that the agent is resigning.~~;

(2) the name of the agent;

(3) if the address of the agent is to be changed, the new address; and

(4) if the agent is resigning, a statement to that effect.

(b) The [Secretary of State] shall file a statement of resignation delivered under subsection (a) and mail or otherwise provide or deliver a copy to the designated office of the limited liability company or foreign limited liability company and another copy to the principal office of the company if the mailing addresses of the principal office appears in the records of the [Secretary of State] and is different from the mailing address of the designated office. A statement of change takes effect upon its filing by the [Secretary of State].

(c) The agent for service of process must promptly furnish the limited liability company with notice in a record of the filing of the statement of change.

~~(c)~~ (d) An agency for service of process terminates on the earlier of:

(1) the 31st day after the [Secretary of State] files ~~the~~ a statement of ~~resignation~~ change that contains the statement described in subsection (a)(4);

(2) when a record designating a new agent for service of process is delivered to the [Secretary of State] for filing on behalf of the limited liability company or foreign limited liability company and becomes effective.

SECTION 201. FORMATION OF LIMITED LIABILITY COMPANY; CERTIFICATE OF ORGANIZATION.

(a) One or more persons may act as organizers to form a limited liability company by signing and delivering to the [Secretary of State] for filing a certificate of organization.

(b) A certificate of organization must state:

(1) the name of the limited liability company, which must comply with Section 108;

(2) the street and mailing addresses of the initial designated office and the name and street and mailing addresses of the initial agent for service of process of the company; ~~and~~

(3) if the company will have no members when the [Secretary of State] files the certificate, a statement to that effect; and

(4) a statement as to whether or not the company is a closely-held company and if it is a closely-held company, the name and a business or residential street address of its records contact.

(c) Subject to Section 112(c), a certificate of organization may also contain statements as to matters other than those required by subsection (b). However, a statement in a certificate of organization is not effective as a statement of authority.

(d) Unless the filed certificate of organization contains the statement as provided in subsection (b)(3), the following rules apply:

(1) A limited liability company is formed when the [Secretary of State] has filed the certificate of organization and the company has at least one member, unless the certificate states a delayed effective date pursuant to Section 205(c).

(2) If the certificate states a delayed effective date, a limited liability company is not formed if, before the certificate takes effect, a statement of cancellation is signed and delivered to the [Secretary of State] for filing and the [Secretary of State] files the certificate.

(3) Subject to any delayed effective date and except in a proceeding by this state to dissolve a limited liability company, the filing of the certificate of organization by the [Secretary of State] is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.

(e) If a filed certificate of organization contains a statement as provided in subsection (b)(3), the following rules apply:

(1) The certificate lapses and is void unless, within [90] days from the date the [Secretary of State] files the certificate, an organizer signs and delivers to the [Secretary of State] for filing a notice stating:

(A) that the limited liability company has at least one member; and

(B) the date on which a person or persons became the company’s initial member or members.

(2) If an organizer complies with paragraph (1), a limited liability company is deemed formed as of the date of initial membership stated in the notice delivered pursuant to paragraph (1).

(3) Except in a proceeding by this state to dissolve a limited liability company, the filing of the notice described in paragraph (1) by the [Secretary of State] is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.

SECTION 207. LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD.

(a) If a record delivered to the [Secretary of State] for filing under this [act] and filed by the [Secretary of State] contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from:

(1) a person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed; and

(2) subject to subsection (b), a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if:

(A) the record was delivered for filing on behalf of the company; and

(B) the member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have:

(i) effected an amendment under Section 202;

(ii) filed a petition under Section 204; or

(iii) delivered to the [Secretary of State] for filing a statement of change under Section 114 or a statement of correction under Section 206.

(b) To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the [Secretary of State] for filing under this [act] and imposes that responsibility on one or more other members, the liability stated in subsection (a)(2) applies to those other members and not to the member thatthe operating agreement relieves of the responsibility.

(c) An individual who signs a record authorized or required to be filed under this [act] affirms under penalty of perjury that:

(1) the information stated in the record is accurate; and

(2) a person named in the record as an agent for service or process or records contact has consented to serve as such.

SECTION 209. ANNUAL REPORT FOR [SECRETARY OF STATE].

(a) Each year, a limited liability company or a foreign limited liability company authorized to transact business in this state shall deliver to the [Secretary of State] for filing a report that states:

(1) the name of the company;

(2) the street and mailing addresses of the company’s designated office and the name and street and mailing addresses of its agent for service of process in this state;

(3) the street and mailing addresses of its principal office; ~~and~~

(4) a statement as to whether or not the company is a closely-held company and if it is a closely-held company, the name and a business or residential street address of its records contact; and

(5) in the case of a foreign limited liability company, the state or other jurisdiction under whose law the company is formed and any alternate name adopted under Section 805(a).

(b) Information in an annual report under this section must be current as of the date the report is delivered to the [Secretary of State] for filing.

(c) The first annual report under this section must be delivered to the [Secretary of State] between [January 1 and April 1] of the year following the calendar year in which a limited liability company was formed or a foreign limited liability company was authorized to transact business. A report must be delivered to the [Secretary of State] between [January 1 and April 1] of each subsequent calendar year.

(d) If an annual report under this section does not contain the information required in subsection (a), the [Secretary of State] shall promptly notify the reporting limited liability company or foreign limited liability company and return the report to it for correction. If the report is corrected to contain the information required in subsection (a) and delivered to the [Secretary of State] within 30 days after the effective date of the notice, it is timely delivered.

(e) If an a filed annual report ~~under this section~~ contains an address of a designated office, or the name or address of an agent for service of process, or name or address of a records contact which differs from the information shown in the records of the [Secretary of State] immediately before the ~~annual report becomes effective~~ filing, the differing information in the annual report is considered a statement of change ~~under Section 114~~.

SECTION 401. BECOMING MEMBER.

(a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.

(b) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.

(c) If a filed certificate of organization contains the statement required by Section 201(b)(3), a person becomes an initial member of the limited liability company with the consent of a majority of the organizers. The organizers may consent to more than one person simultaneously becoming the company’s initial members.

(d) After formation of a limited liability company, a person becomes a member:

(1) as provided in the operating agreement;

(2) as the result of a transaction effective under [Article] 10;

(3) with the consent of all the members; or

(4) if, within 90 consecutive days after the company ceases to have any members:

(A) the last person to have been a member, or the legal representative of that person, designates a person to become a member; and

(B) the designated person consents to become a member.

(e) A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.

(f) An individual may not become a member of a closely-held company after [the effective date of this subsection] unless the individual provides the company with a certification as to whether the individual is holding his or her membership for the benefit of another person. The certification must be kept as part of the record of the members and transferees of the company required by Section 410(h).

(g) A person incorporated or formed under the laws of a jurisdiction other than the United States or a state may not become a member of a closely-held company after [the effective date of this subsection] unless the person provides the company with a current certification stating the name and business or residential street address in the United States of an individual whose principal residence is in the United States and who has access to the records described in subsection (h) and can produce the records within the United States promptly upon appropriate request by an authorized agent of a governmental body.

(h) The records produced under subsection (g) must:

(1) include the name and last known address of each record owner of the member;

(2) indicate for each record owner of the member that is a person incorporated or formed by a public filing, whether within or outside the United States, the jurisdiction under whose laws the record owner is incorporated or formed; and

(3) indicate at the time the record is produced the voting power in the member held by each record owner of the member or describe the manner in which the record owner’s voting power in the member is determined.

(i) Section 410(k) applies to the individual required by subsection (g).

(j) A limited liability company may not issue a certificate evidencing the interest of a member in the company in bearer form.

(k) A certification under subsection (f) or (g) that is incorrect does not affect the existence of the limited liability company or the validity of any acts of the company.

SECTION 410. RIGHT OF MEMBERS, MANAGERS, AND DISSOCIATED MEMBERS TO INFORMATION.

(a) In a member-managed limited liability company, the following rules apply:

(1) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company, any record maintained by the company regarding the company’s activities, financial condition, and other circumstances, to the extent the information is material to the member’s rights and duties under the operating agreement or this [act].

(2) The company shall furnish to each member:

(A) without demand, any information concerning the company’s activities, financial condition, and other circumstances which the company knows and is material to the proper exercise of the member’s rights and duties under the operating agreement or this [act], except to the extent the company can establish that it reasonably believes the member already knows the information; and

(B) on demand, any other information concerning the company’s activities, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances.

(3) The duty to furnish information under paragraph (2) also applies to each member to the extent the member knows any of the information described in paragraph (2).

(b) In a manager-managed limited liability company, the following rules apply:

(1) The informational rights stated in subsection (a) and the duty stated in subsection (a)(3) apply to the managers and not the members.

(2) During regular business hours and at a reasonable location specified by the company, a member may obtain from the company and inspect and copy full information regarding the activities, financial condition, and other circumstances of the company as is just and reasonable if:

(A) the member seeks the information for a purpose material to the member’s interest as a member;

(B) the member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information; and

(3) Within 10 days after receiving a demand pursuant to paragraph (2)(B), the company shall in a record inform the member that made the demand:

(A) of the information that the company will provide in response to the demand and when and where the company will provide the information; and

(B) if the company declines to provide any demanded information, the company’s reasons for declining.

(4) Whenever this [act] or an operating agreement provides for a member to give or withhold consent to a matter, before the consent is given or withheld, the company shall, without demand, provide the member with all information that is known to the company and is material to the member’s decision.

(c) On 10 days’ demand made in a record received by a limited liability company, a dissociated member may have access to information to which the person was entitled while a member if the information pertains to the period during which the person was a member, the person seeks the information in good faith, and the person satisfies the requirements imposed on a member by subsection (b)(2). The company shall respond to a demand made pursuant to this subsection in the manner provided in subsection (b)(3).

(d) A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.

(e) A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under subsection (g) applies both to the agent or legal representative and the member or dissociated member.

(f) The rights under this section do not extend to a person as transferee.

(g) In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness.

(h) A closely-held company shall maintain a current record:

(1) showing the name and last known address of each member and of each transferee of which the company has notice;

(2) indicating for each member or transferee that is a person incorporated or formed by a public filing, whether within or outside the United States, the jurisdiction under whose laws the person is incorporated or formed;

(3) including the certifications required by Section 401(f) and (g); and

(4) showing for each manager, if any, of the company:

(A) who is an individual, the name and a residential or business street address of the individual; and

(B) that is a person other than an individual, its name, the address of its principal office, and the jurisdiction under whose laws the person is incorporated or formed.

(i) A closely-held company shall at all times have an individual whose principal residence is in the United States who has access to and can produce within the United States promptly upon appropriate request by an authorized agent of a governmental body:

(1) the record of members and transferees required by subsection (h); and

(2) a copy of a passport, driver’s license or other government-issued, photo identification document for each manager or governing member of the company at the time who is an individual and whose principal residence is outside the United States.

(j) When the record of the members and transferees is produced as required by subsection (i), the record must indicate the voting power in the limited liability company held by each member of the company or describe the manner in which the member’s voting power in the company is determined.

(k) A records contact is not liable for:

(1) producing information as provided in this section; or

(2) any inaccuracy or omission from the information produced, except that this paragraph does not limit the liability of an individual for:

(A) recklessness, intentional misconduct or criminal conduct; or

(B) breach of contract.

(l) A closely-held company may notify the [Secretary of State] of a change in the identity or address of its records contact in the manner provided in Section 114 for changing its agent for service of process or the address of its agent for service of process.

A records contact may change his or her address or resign in the manner provided in Section 115 for an agent for service of process to change its address or resign.

SECTION 502. TRANSFER OF TRANSFERABLE INTEREST.

(a) A transfer, in whole or in part, of a transferable interest:

(1) is permissible;

(2) does not by itself cause a member’s dissociation or a dissolution and winding up of the limited liability company’s activities; and

(3) subject to Section 504, does not entitle the transferee to:

(A) participate in the management or conduct of the company’s activities; or

(B) except as otherwise provided in subsection (c), have access to records or other information concerning the company’s activities.

(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

(c) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company’s transactions only from the date of dissolution.

(d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. A certificate may not be issued in bearer form.

(e) A limited liability company need not give effect to a transferee’s rights under this section until the company has notice of the transfer.

(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer.

(g) Except as otherwise provided in Section 602(4)(B), when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member.

(h) When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member’s obligations under Sections 403 and 406(c) known to the transferee when the transferee becomes a member.

SECTION 705. ADMINISTRATIVE DISSOLUTION.

(a) The [Secretary of State] may dissolve a limited liability company administratively if ~~the company does not~~:

(1) the company does not pay, within 60 days after the due date, any fee, tax, or penalty due to the [Secretary of State] under this [act] or law other than this [act]; or

(2) the company does not deliver, within 60 days after the due date, its annual report to the [Secretary of State];

(3) the records of the [Secretary of State] do not show an agent of service of process for the company for 60 days or more; or

(4) the records of the [Secretary of State] do not show a records contact for the company for 60 days or more while it is a closely-held company.

(b) If the [Secretary of State] determines that a ground exists for administratively dissolving a limited liability company, the [Secretary of State] shall file a record of the determination and serve the company with a copy of the filed record.

(c) If within 60 days after service of the copy pursuant to subsection (b) a limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the [Secretary of State] that each ground determined by the [Secretary of State] does not exist, the [Secretary of State] shall dissolve the company administratively by preparing, signing, and filing a declaration of dissolution that states the grounds for dissolution. The [Secretary of State] shall serve the company with a copy of the filed declaration.

(d) A limited liability company that has been administratively dissolved continues in existence but, subject to Section 706, may carry on only activities necessary to wind up its activities and liquidate its assets under Sections 702 and 708 and to notify claimants under Sections 703 and 704.

(e) The administrative dissolution of a limited liability company does not terminate the authority of its agent for service of process or relieve it of the obligation to comply with Sections 401(f) – (h) and 410(h) – (j).

Version 2

(requiring public disclosure of persons responsible for

the activities of a limited liability company)

SECTION 102. DEFINITIONS. In this [act]:

* * *

(7A) “Governing member” means a member of a member-managed limited liability company by or under whose authority in whole or in part the powers of the company are exercised or under whose direction in whole or in part the business and affairs of the company are managed pursuant to this [act] and the operating agreement.

* * *

(17A) “Records contact” means the individual required by Section 410(i).

* * *

SECTION 110. OPERATING AGREEMENT; SCOPE, FUNCTION, AND LIMITATIONS.

(a) Except as otherwise provided in subsections (b) and (c), the operating agreement governs:

(1) relations among the members as members and between the members and the limited liability company;

(2) the rights and duties under this [act] of a person in the capacity of manager;

(3) the activities of the company and the conduct of those activities; and

(4) the means and conditions for amending the operating agreement.

(b) To the extent the operating agreement does not otherwise provide for a matter described in subsection (a), this [act] governs the matter.

(1) vary a limited liability company’s capacity under Section 105 to sue and be sued in its own name;

(2) vary the law applicable under Section 106;

(3) vary the power of the court under Section 204;

(4) subject to subsections (d) through (g), eliminate the duty of loyalty, the duty of care, or any other fiduciary duty;

(5) subject to subsections (d) through (g), eliminate the contractual obligation of good faith and fair dealing under Section 409(d);

(6) unreasonably restrict the duties and rights stated in Section 410;

(7) vary the power of a court to decree dissolution in the circumstances specified in Section 701(a)(4) and (5);

(8) vary the requirement to wind up a limited liability company’s business as specified in Section 702(a) and (b)(1);

(9) unreasonably restrict the right of a member to maintain an action under [Article] 9;

(11) except as otherwise provided in Section 112(b), restrict the rights under this [act] of a person other than a member or manager;

(12) vary the requirements of Section 401(f) – (h);

(13) vary the requirements of Section 410(h) – (j); or

(14) vary the prohibitions in Sections 401(j) or 502(d) against a limited liability company issuing a certificate in bearer form.

(d) If not manifestly unreasonable, the operating agreement may:

(1) restrict or eliminate the duty:

(C) as required by Section 409(b)(3) and (g), to refrain from competing with the company in the conduct of the company’s business before the dissolution of the company;

(2) identify specific types or categories of activities that do not violate the duty of loyalty;

(3) alter the duty of care, except to authorize intentional misconduct or knowing violation of law;

(4) alter any other fiduciary duty, including eliminating particular aspects of that duty; and

(5) prescribe the standards by which to measure the performance of the contractual obligation of good faith and fair dealing under Section 409(d).

(1) breach of the duty of loyalty;

(2) a financial benefit received by the member or manager to which the member or manager is not entitled;

(3) a breach of a duty under Section 406;

(4) intentional infliction of harm on the company or a member; or

(5) an intentional violation of criminal law.

(h) The court shall decide any claim under subsection (d) that a term of an operating agreement is manifestly unreasonable. The court:

(1) shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and

(2) may invalidate the term only if, in light of the purposes and activities of the limited liability company, it is readily apparent that:

(A) the objective of the term is unreasonable; or

(B) the term is an unreasonable means to achieve the provision’s objective.

SECTION 115. CHANGE OF ADDRESS OR RESIGNATION OF AGENT FOR SERVICE OF PROCESS.

(1) the company name ~~and stating that the agent is resigning.~~;

(2) the name of the agent;

(3) if the address of the agent is to be changed, the new address; and

(4) if the agent is resigning, a statement to that effect.

(c) The agent for service of process must promptly furnish the limited liability company with notice in a record of the filing of the statement of change.

~~(c)~~ (d) An agency for service of process terminates on the earlier of:

(1) the 31st day after the [Secretary of State] files ~~the~~ a statement of ~~resignation~~ change that contains the statement described in subsection (a)(4);

SECTION 201. FORMATION OF LIMITED LIABILITY COMPANY; CERTIFICATE OF ORGANIZATION.

(a) One or more ~~persons~~ individuals may act as organizers to form a limited liability company by signing and delivering to the [Secretary of State] for filing a certificate of organization. An organizer has the duties and liabilities of:

(1) a manager until either a manager or a governing member of the company has been named in an annual report; and

(2) a records contact until a records contact has been named in an annual report.

(b) A certificate of organization must state:

(1) the name of the limited liability company, which must comply with Section 108;

(2) the street and mailing addresses of the ~~initial designated office and the name and street and mailing addresses of the initial agent for service of process of the company; and~~ organizer; and

(3) if the company will have no members when the [Secretary of State] files the certificate, a statement to that effect.

(d) Unless the filed certificate of organization contains the statement as provided in subsection (b)(3), the following rules apply:

(e) If a filed certificate of organization contains a statement as provided in subsection (b)(3), the following rules apply:

(A) that the limited liability company has at least one member; and

(B) the date on which a person or persons became the company’s initial member or members.

(2) If an organizer complies with paragraph (1), a limited liability company is deemed formed as of the date of initial membership stated in the notice delivered pursuant to paragraph (1).

SECTION 207. LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD.

(1) a person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed; and

(2) subject to subsection (b), a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if:

(A) the record was delivered for filing on behalf of the company; and

(i) effected an amendment under Section 202;

(ii) filed a petition under Section 204; or

(iii) delivered to the [Secretary of State] for filing a statement of change under Section 114 or a statement of correction under Section 206.

(c) An individual who signs a record authorized or required to be filed under this [act] affirms under penalty of perjury that:

(1) the information stated in the record is accurate; and

(2) a person named in the record as an agent for service or process or records contact has consented to serve as such.

SECTION 209. ANNUAL REPORT FOR [SECRETARY OF STATE].

(1) the name of the company;

(2) the street and mailing addresses of the company’s designated office and the name and street and mailing addresses of its agent for service of process in this state;

(3) the street and mailing addresses of its principal office; ~~and~~

(4) whether or not the company is a closely-held company and if it is a closely-held company, the name and a business or residential street address of its records contact;

(5) if the company is a closely-held company, either:

(A) that the company is manager-managed and the names and business street addresses of the managers; or

(B) that the company is member-managed and the names and business street addresses of the governing members; and

(6) in the case of a foreign limited liability company, the state or other jurisdiction under whose law the company is formed and any alternate name adopted under Section 805(a).

(b) Information in an annual report under this section must be current as of the date the report is delivered to the [Secretary of State] for filing. If any of the information in the most recent annual report of a limited liability company becomes incorrect or incomplete, the company must promptly deliver to the [Secretary of State] for filing an amended annual report that is correct as of the date of its delivery to the [Secretary of State]; unless:

(1) the company has not yet delivered its annual report for the current year to the [Secretary of State] for filing, in which case the company must promptly deliver an annual report for the current year to the [Secretary of State] for filing; or

(2) the company delivers to the [Secretary of State] for filing another document that has the effect under this [act] of amending the information.

(c) The first annual report ~~under this section~~ of a limited liability company must be delivered to the [Secretary of State] ~~between [January 1 and April 1] of the year following the calendar year in which a limited liability company was formed or a foreign limited liability company was authorized to transact business~~ with the company’s initial certificate of organization. ~~A report~~ The first annual report of a foreign limited liability company authorized to transact business in this state must be delivered to the [Secretary of State] between [January 1 and April 1] of the year following the calendar year in which the company was authorized to transact business. Subsequent annual reports must be delivered to the [Secretary of State] between [January 1 and April 1] of each subsequent calendar year.

(f) In lieu of the information required by paragraph (a)(4) or (5), a first annual report may state that the persons described in either or both of those paragraphs have not yet been identified.