State Codes and Statutes
Statutes > Utah > Title-48 > Chapter-02c > 48-2c-40948-2c-409. Restated articles of organization.
(1) A company may integrate into a single document all of the provisions of its articles oforganization and amendments thereto, and it may at the same time also further amend its articlesof organization, by adopting restated or amended and restated articles of organization.
(2) If the restated articles of organization merely restate and integrate but do not furtheramend the initial articles of organization, as previously amended or supplemented by anycertificate or document that was signed and filed pursuant to this chapter, they shall bespecifically designated in their heading as "Restated Articles of Organization", together with otherwords that the company considers appropriate, and shall be filed with the division.
(3) If the restated articles restate and integrate and also further amend in any respect thearticles of organization, as previously amended or supplemented, they shall be specificallydesignated in their heading as "Amended and Restated Articles of Organization", together withother words that the company considers appropriate, and shall be filed with the division.
(4) (a) Restated articles of organization shall state, either in their heading or in anintroductory paragraph, the company's present name, and, if it has been changed, the name underwhich it was originally filed and the date of filing of its original articles of organization with thedivision. Restated articles shall also state that they were duly signed and filed in accordance withthis section.
(b) If the restated articles only restate and integrate and do not further amend theprovisions of the articles of organization as previously amended or supplemented and there is nodiscrepancy between those provisions and the provisions of the restated articles, they shall sostate.
(5) Upon the filing of restated articles of organization with the division, the initial articles,as previously amended or supplemented, shall be superseded. Thereafter, the restated articles oforganization, including any further amendment or changes made by the restated articles, shall bethe articles of organization, but the original effective date of formation shall remain unchanged.
(6) Any amendment or change made in connection with the restatement and integration ofthe articles of organization shall be subject to any other provision of this chapter not inconsistentwith this section, that would apply if a separate certificate of amendment were filed to make theamendment or change.
Enacted by Chapter 260, 2001 General Session
