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This entry was published on 2021-04-23
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SECTION 804-A
Certificate of change
Limited Liability Company Law (LLC) CHAPTER 34, ARTICLE 8
* § 804-A. Certificate of change. (a) A foreign limited liability
company may amend its application for authority 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) to make, revoke or change
the designation of a registered agent, or to specify or change the
address of a 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 804-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 foreign limited liability company and, if
applicable, the fictitious name the limited liability company has agreed
to use in this state pursuant to section eight hundred two of this
article;

(2) the date its application for authority was 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 foreign 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 foreign 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 foreign limited liability company has not objected thereto;
and that the party signing the certificate is the agent of such foreign
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
foreign limited liability company in whose behalf such certificate is
filed.

* NB Effective until January 1, 2023

* § 804-A. Certificate of change. (a) A foreign limited liability
company may amend its application for authority 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) to make, revoke
or change the designation of a registered agent, or to specify or change
the address of a 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 804-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 foreign limited liability company and, if
applicable, the fictitious name the limited liability company has agreed
to use in this state pursuant to section eight hundred two of this
article;

(2) the date its application for authority was 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 foreign 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 is the address of a person, partnership or
corporation whose address, as agent, is the address to be 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, 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 foreign 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 foreign limited liability company has not objected thereto;
and that the party signing the certificate is the agent of such foreign
limited liability company to whose address the secretary of state is
required to mail copies of process, and/or the agent of such foreign
limited liability company to whose email address 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 foreign limited liability company in
whose behalf such certificate is filed.

* NB Effective January 1, 2023