(1) A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its certificate of formation which are then in effect and operative, and it may at the same time also further amend its certificate of formation by adopting a restated certificate of formation.
(2) If the restated certificate of formation merely restates and integrates but does not further amend the certificate of formation then in effect and operative, it shall be specifically designated in its heading as a "restated certificate of formation" together with such other words as the limited liability company may deem appropriate. If the restated certificate restates and integrates and also further amends in any respect the certificate of formation then in effect and operative, it shall be specifically designated in its heading as an "amended and restated certificate of formation" together with such other words as the limited liability company may deem appropriate. Both "amended and restated" and "restated" certificates of formation shall be signed and delivered to the office of the Secretary of State for filing and shall be effective in the same manner as are certificates of amendment pursuant to Section 79-29-202.
(3) Any amendment or change effected in connection with the restatement and integration of the certificate of formation shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.
Sources: Laws, 1994, ch. 402, § 15; Laws, 1997, ch. 418, § 31, eff from and after July 1, 1997.
(1) A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its certificate of formation which are then in effect and operative, and it may at the same time also further amend its certificate of formation by adopting a restated certificate of formation.
(2) If the restated certificate of formation merely restates and integrates but does not further amend the certificate of formation then in effect and operative, it shall be specifically designated in its heading as a "restated certificate of formation" together with such other words as the limited liability company may deem appropriate. If the restated certificate restates and integrates and also further amends in any respect the certificate of formation then in effect and operative, it shall be specifically designated in its heading as an "amended and restated certificate of formation" together with such other words as the limited liability company may deem appropriate. Both "amended and restated" and "restated" certificates of formation shall be signed and delivered to the office of the Secretary of State for filing and shall be effective in the same manner as are certificates of amendment pursuant to Section 79-29-202.
(3) Any amendment or change effected in connection with the restatement and integration of the certificate of formation shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.
Sources: Laws, 1994, ch. 402, § 15; Laws, 1997, ch. 418, § 31, eff from and after July 1, 1997.
(1) A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its certificate of formation which are then in effect and operative, and it may at the same time also further amend its certificate of formation by adopting a restated certificate of formation.
(2) If the restated certificate of formation merely restates and integrates but does not further amend the certificate of formation then in effect and operative, it shall be specifically designated in its heading as a "restated certificate of formation" together with such other words as the limited liability company may deem appropriate. If the restated certificate restates and integrates and also further amends in any respect the certificate of formation then in effect and operative, it shall be specifically designated in its heading as an "amended and restated certificate of formation" together with such other words as the limited liability company may deem appropriate. Both "amended and restated" and "restated" certificates of formation shall be signed and delivered to the office of the Secretary of State for filing and shall be effective in the same manner as are certificates of amendment pursuant to Section 79-29-202.
(3) Any amendment or change effected in connection with the restatement and integration of the certificate of formation shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.
Sources: Laws, 1994, ch. 402, § 15; Laws, 1997, ch. 418, § 31, eff from and after July 1, 1997.
