1. The Laws of New York
  2. Consolidated Laws
  3. Limited Liability Company Law
  4. Article 2: Formation


Section 211-A Certificate of change

Limited Liability Company Law (LLC)

(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.