New York Limited Liability Company Law § 211. Amendment of articles of organization




(a) A limited liability company may amend its articles of organization, from time to time, in any and as many respects as may be desired by (i) preparing a certificate of amendment, entitled “Certificate of amendment of the articles of organization of... (name of limited liability company) under section two hundred eleven of the Limited Liability Company Law,” in accordance with this section, (ii) executing such certificate of amendment in accordance with section two hundred seven of this article and (iii) filing such certificate of amendment in accordance with section two hundred nine of this article.

(b) The certificate of amendment may set forth only such provisions as might be lawfully contained in the initial articles of organization filed at the time of making such amendment.

(c) The certificate of amendment 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 its initial articles of organization;  and

(3) each amendment effected thereby, setting forth the subject matter of each provision of the articles of organization that is to be amended or eliminated and the full text of the provision or provisions, if any, which are to be substituted or added.

(d) In particular, but without limiting the general power of amendment as stated in subdivision (b) of this section, a limited liability company shall amend its articles of organization no later than ninety days after the happening of any of the following events:

(1) a change in the name of the limited liability company;

(2) a change in the county within this state in which the office of the limited liability company is to be located;

(3) a change in the latest date, if any, on which the limited liability company is to dissolve;

(4) the continuation of the limited liability company under section seven hundred one of this chapter after an event of dissolution;

(5) a change in the name or street address of its registered agent in the state if such change is made other than pursuant to section three hundred two of this chapter;

(6) a change in the post office address to which the secretary of state shall mail a copy of any process against the limited liability company served upon him or her if such change is made other than pursuant to section three hundred one of this chapter;

(7) a change in whether the limited liability company is to be managed by one or more members of a class or classes of members or by one or more managers or a class or classes of managers;

(8) the discovery of a materially false or inaccurate statement in the articles of organization;  and

(9) the decision to change any other statement in the articles of organization.

(e) Unless otherwise provided in this chapter, a certificate of amendment shall be effective at the time of its filing with the department of state.


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