42:2C-19 Amendment or restatement of certificate of formation.
19. Amendment or Restatement of Certificate of Formation.
a. A certificate of formation may be amended or restated at any time.
b. To amend its certificate of formation, a limited liability company shall deliver to the filing office for filing an amendment stating:
(1) the name of the company;
(2) the date of filing of its certificate of formation;
(3) such other information as may be required by the filing office to correctly identify the company; and
(4) the changes the amendment makes to the certificate as most recently amended or restated.
c. To restate its certificate of formation, a limited liability company shall deliver to the filing office for filing a restated certificate of formation, designated as such in its heading, stating:
(1) in the heading or an introductory paragraph, the company's present name, the date of the filing of the company's initial certificate of formation and such other information as may be required by the filing office to correctly identify the company;
(2) if the company's name has been changed at any time since the company's formation, each of the company's former names; and
(3) the changes the restated certificate of formation makes to the certificate of formation as most recently amended or restated.
d. Subject to subsection c. of section 12 and subsection c. of section 22 of this act, an amendment to or a restated certificate of formation is effective when filed by the filing office.
e. If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of formation was inaccurate when the certificate was filed or has become inaccurate owing to changed circumstances, the member or manager shall promptly:
(1) cause the certificate to be amended; or
(2) if appropriate, deliver to the filing office for filing a statement of change under section 15 or a certificate of correction under section 23 of this act.
L.2012, c.50, s.19.
Copyright ©2024 LegalFix. All rights reserved. LegalFix is not a law firm, is not licensed to practice law, and does not provide legal advice, services, or representation. The information on this website is an overview of the legal plans you can purchase—or that may be provided by your employer as an employee benefit or by your credit union or other membership group as a membership benefit.
LegalFix provides its members with easy access to affordable legal services through a network of independent law firms. LegalFix, its corporate entity, and its officers, directors, employees, agents, and contractors do not provide legal advice, services, or representation—directly or indirectly.
The articles and information on the site are not legal advice and should not be relied upon—they are for information purposes only. You should become a LegalFix member to get legal services from one of our network law firms.
You should not disclose confidential or potentially incriminating information to LegalFix—you should only communicate such information to your network law firm.
The benefits and legal services described in the LegalFix legal plans are not always available in all states or with all plans. See the legal plan Benefit Overview and the more comprehensive legal plan contract during checkout for coverage details in your state.
Use of this website, the purchase of legal plans, and access to the LegalFix networks of law firms are subject to the LegalFix Terms of Service and Privacy Policy.