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This entry was published on 2021-04-23
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SECTION 211-A
Certificate of change
Limited Liability Company Law (LLC) CHAPTER 34, ARTICLE 2
* § 211-A. Certificate of change. (a) A limited liability company may
amend its articles of organization from time to time to (i) specify or
change the location of the limited liability company's office; (ii)
specify or change the post office address to which the secretary of
state shall mail a copy of any process against the limited liability
company served upon him; and (iii) make, revoke or change the
designation of a registered agent, or specify or change the address of
the registered agent. Any one or more such changes may be accomplished
by filing a certificate of change which shall be entitled "Certificate
of Change of ....... (name of limited liability company) under section
211-A of the Limited Liability Company Law" and shall be signed and
delivered to the department of state. It shall set forth:

(1) the name of the limited liability company, and if it has been
changed, the name under which it was formed;

(2) the date the articles of organization were filed by the department
of state; and

(3) each change effected thereby.

(b) A certificate of change which changes only the post office address
to which the secretary of state shall mail a copy of any process against
a limited liability company served upon him or the address of the
registered agent, provided such address being changed is the address of
a person, partnership or corporation whose address, as agent, is the
address to be changed or who has been designated as registered agent for
such limited liability company may be signed and delivered to the
department of state by such agent. The certificate of change shall set
forth the statements required under subdivision (a) of this section;
that a notice of the proposed change was mailed to the domestic limited
liability company by the party signing the certificate not less than
thirty days prior to the date of delivery to the department of state and
that such domestic limited liability company has not objected thereto;
and that the party signing the certificate is the agent of such limited
liability company to whose address the secretary of state is required to
mail copies of process or the registered agent, if such be the case. A
certificate signed and delivered under this subdivision shall not be
deemed to effect a change of location of the office of the limited
liability company in whose behalf such certificate is filed.

* NB Effective until January 1, 2023

* § 211-A. Certificate of change. (a) A limited liability company may
amend its articles of organization from time to time to (i) specify or
change the location of the limited liability company's office; (ii)
specify or change the post office address to which the secretary of
state shall mail a copy of any process against the limited liability
company served upon him or her; (iii) specify, change or delete the
email address to which the secretary of state shall email a notice of
the fact that process against the limited liability company has been
electronically served upon him or her; and (iv) make, revoke or change
the designation of a registered agent, or specify or change the address
of the registered agent. Any one or more such changes may be
accomplished by filing a certificate of change which shall be entitled
"Certificate of Change of ....... (name of limited liability company)
under section 211-A of the Limited Liability Company Law" and shall be
signed and delivered to the department of state. It shall set forth:

(1) the name of the limited liability company, and if it has been
changed, the name under which it was formed;

(2) the date the articles of organization were filed by the department
of state; and

(3) each change effected thereby.

(b) A certificate of change which changes only the post office address
to which the secretary of state shall mail a copy of any process against
a limited liability company served upon him or her, and/or the email
address to which the secretary of state shall email a notice of the fact
that process against it has been electronically served upon the
secretary of state and/or the address of the registered agent, provided
such address being changed, and/or the email address being changed is
the email address of a person, partnership or other corporation whose
email address, as agent, is the email address to be changed, is the
address of a person, partnership or corporation whose address, as agent,
is the address to be changed or who has been designated as registered
agent for such limited liability company may be signed and delivered to
the department of state by such agent. The certificate of change shall
set forth the statements required under subdivision (a) of this section;
that a notice of the proposed change was mailed to the domestic limited
liability company by the party signing the certificate not less than
thirty days prior to the date of delivery to the department of state and
that such domestic limited liability company has not objected thereto;
and that the party signing the certificate is the agent of such limited
liability company to whose address the secretary of state is required to
mail copies of process, and/or the agent of the limited liability
company to whose email address of the secretary of state is required to
email a notice of the fact that process against it has been
electronically served upon the secretary of state, or the registered
agent, if such be the case. A certificate signed and delivered under
this subdivision shall not be deemed to effect a change of location of
the office of the limited liability company in whose behalf such
certificate is filed.

* NB Effective January 1, 2023