Legislation

Search OpenLegislation Statutes

This entry was published on 2014-09-22
The selection dates indicate all change milestones for the entire volume, not just the location being viewed. Specifying a milestone date will retrieve the most recent version of the location before that date.
SECTION 214
Restated articles of organization
Limited Liability Company Law (LLC) CHAPTER 34, ARTICLE 2
§ 214. Restated articles of organization. (a) A limited liability
company may at any time, and from time to time, restate in a single
instrument entitled "Restated Articles of Organization of ....(name of
limited liability company) under section two hundred fourteen of the
Limited Liability Company Law", the text of its articles of
organization, without making any amendment thereby. Alternatively, a
limited liability company may restate in a single instrument the text of
its articles of organization and as amended thereby to effect any one or
more of the amendments authorized by this article.

(b) The restated or amended and restated articles of organization, as
the case may be, shall be executed in accordance with section two
hundred seven of this article.

(c) The restated articles of organization shall be filed with the
department of state in accordance with section two hundred nine of this
article and 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 of filing of its articles of organization; and

(3) if the restated articles of organization restate the text of the
articles of organization without making any amendments, then a statement
that the text of the articles of organization is thereby restated
without amendment to read as therein set forth in full; or

(4) if the restated articles restate the text of the articles of
organization, and is amended thereby, then a statement that the articles
of organization is amended to effect one or more of the amendments
authorized by this chapter, specifying each such amendment and that the
text of the articles of organization is thereby restated as amended to
read as therein set forth in full.

(d) Any amendments effected in connection with the restatement of the
articles of organization shall be subject to any other provisions of
this chapter, including, but not limited to, section two hundred
thirteen of this article, that would apply if a separate certificate of
amendment were filed to effect such amendment.

(e) Unless otherwise provided in this chapter, the restated or amended
and restated articles of organization, as the case may be, shall be
effective at the time of its filing with the department of state.