17-7680. Restated articles of organization.
17-7680
17-7680. Restated articles of organization.
(a) A limited liability company, whenever
desired, may integrate into a single
instrument all of the provisions of its articles of organization which are then
in effect and operative
as a result of there having previously been filed with the secretary of state
one or more certificates
or other instruments pursuant to this act, and it may at the same time also
further amend its articles
of organization by adopting restated articles of organization.
(b) If the restated articles of organization merely restate and integrate but
do not further
amend the initial articles of organization, as previously amended or
supplemented by any certificate
or instrument that was executed and filed pursuant to this act, they shall be
specifically designated
in their heading as "restated articles of organization" together with such
other words as the company
may deem appropriate and shall be executed and filed with the secretary of
state. If the restated
articles restate and integrate and also further amend in any respect the
articles of organization, as
previously amended or supplemented, they shall be specifically designated in
their heading as
"amended and restated articles of organization" together with such other words
as the company may
deem appropriate and shall be executed and filed with the secretary of state.
(c) Restated articles of organization shall be specifically designated as
such in the heading.
They shall state, either in their heading or in an introductory paragraph, the
company's present name;
if it has been changed, the name under which it was originally filed; the date
of filing of its original
articles of organization with the secretary of state; and the future effective
date of the restated articles
of organization if they are not to be effective upon the filing of the restated
articles of organization
with the secretary of state (such future effective date must be within 90 days
of the date of filing such
restated articles of organization with the secretary of state). Restated
articles also shall state that they
were duly executed and filed in accordance with the provisions of this section.
If the restated articles only restate and integrate and do not further amend
the provisions of the articles of
organization as
previously amended or supplemented and there is no discrepancy between those
provisions and the
provisions of the restated articles, they shall state that fact as well.
(d) Upon the filing of the restated articles of organization with the
secretary of state, or upon
the future effective date of restated articles of organization as provided for
therein, the initial articles,
as previously amended or supplemented, shall be superseded. Thereafter the
restated articles of
organization, including any further amendment or changes made by the restated
articles, shall be the
articles of organization, but the original effective date of formation shall
remain unchanged.
(e) Any amendment or change made in connection with the restatement and
integration of
the articles of organization shall be subject to any other provision of this
act, not inconsistent with
this section, which would apply if a separate certificate of amendment were
filed to make the
amendment or change.
History: L. 1999, ch. 119, § 19; Jan. 1, 2000.