                                 CODE OF VIRGINIA

AMENDMENT OF ARTICLES OF ORGANIZATION (§ 13.1-1014)

A. A limited liability company may amend its articles of organization at any
time to add or change a provision that is required or permitted in the articles,
or to delete a provision not required in the articles. An amendment to the
articles of organization may delete the name and address of the registered agent
or registered office, or the address of the principal office, if a statement of
change described in &#xA7; 13.1-1016 or 13.1-1018.1, as the case may be, is on
file with the Commission.

B. For an amendment to the articles of organization of a limited liability
company to be adopted, the amendment shall be approved by that number or
percentage of members required to amend an operating agreement, unless the
articles of organization or a written operating agreement otherwise provide,
provided that if the limited liability company has been formed without any
members and no members have been admitted, an amendment may be adopted by a
majority of the persons named as a manager in the articles of organization or,
if there are no members or managers, by a majority of the organizers of the
limited liability company.

C. To amend its articles of organization, a limited liability company shall file
with the Commission articles of amendment setting forth:

   1. The name of the limited liability company;

   2. The text of each amendment adopted;

   3. The date of each amendment&#8217;s adoption; and

   4. A statement that the amendment was adopted by a vote of the members, by the
   managers or by the organizers in accordance with this chapter, as the case may
   be.
   				If the Commission finds that the articles of amendment comply with the
   requirements of law and that all required fees have been paid, it shall issue
   a certificate of amendment.

D. An amendment to articles of organization does not affect a cause of action
existing against or in favor of the limited liability company, a proceeding to
which the limited liability company is a party, or the existing rights of
persons other than members of the limited liability company. An amendment
changing a limited liability company&#8217;s name does not abate a proceeding
brought by or against the limited liability company in its former name.

E. A member of a limited liability company does not have a vested property right
resulting from any provision of the articles of organization.

HISTORY: 1991, c. 168; 1997, c. 190; 2001, c. 548; 2005, c. 255; 2006, cc. 748,
912; 2008, c. 108; 2013, c. 17.