N.Y.
Limited Liability Company Law Section 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 § 207 (Execution of articles or certificates)section two hundred seven of this article.(c)
The restated articles of organization shall be filed with the department of state in accordance with § 209 (Filing with the department of state)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, § 213 (Authorization of amendment of articles of organization)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.
Source:
Section 214 — Restated articles of organization, https://www.nysenate.gov/legislation/laws/LLC/214 (updated Sep. 22, 2014; accessed Oct. 26, 2024).
