Limited Liability Companies
(1)A domestic limited liability company, and a foreign limited liability company authorized to transact business in this state, shall by the limited liability company’s anniversary deliver to the office of the Secretary of State for filing an annual report that sets forth:
(a)The name of the limited liability company and the state or country under whose law the limited liability company is organized;
(b)The street address of the limited liability company’s registered office and name of the limited liability company’s registered agent at the registered office in this state;
(c)The address, including street and number and mailing address, if different, of the limited liability company’s principal office;
(d)The names and addresses of the managers for a manager-managed limited liability company or the name and address of at least one member for a member-managed limited liability company;
(e)A description of the primary business activity of the limited liability company; and
(f)Additional identifying information that the Secretary of State may require by rule.
(2)The information contained in the annual report must be current as of 30 days before the anniversary of the limited liability company.
(3)The Secretary of State shall mail the annual report form to any address shown for the limited liability company in the current records of the office of the Secretary of State. The failure of the limited liability company to receive the annual report form from the Secretary of State does not relieve the limited liability company of the limited liability company’s duty under this section to deliver an annual report to the office.
(4)If an annual report does not contain the information this section requires, the Secretary of State shall notify the reporting domestic or foreign limited liability company in writing and return the report to the domestic or foreign limited liability company for correction. The domestic or foreign limited liability company must correct the error within 45 days after the Secretary of State gives the notice.
(5)(a) A domestic or foreign limited liability company may update information that is required or permitted in an annual report filing at any time by delivering to the office of the Secretary of State for filing:
(A)An amendment to the annual report if a change in the information set forth in the annual report occurs after the report is delivered to the office for filing and before the next anniversary; or
(B)A statement with the change if the update occurs before the domestic or foreign limited liability company files the first annual report.
(b)This subsection applies only to a change that is not required to be made by an amendment to the articles of organization.
(c)The amendment to the annual report filed under paragraph (a) of this subsection must set forth:
(A)The name of the limited liability company as shown on the records of the office; and
(B)The information as changed. [1993 c.173 §100; 1995 c.93 §23; 1999 c.86 §18; 2007 c.186 §7; 2011 c.147 §12]
Law Review Citations
30 WLR 291 (1994); 73 OLR 5, 25, 43, 133, 151 (1994)