1. A limited liability company may integrate into a single instrument all of the provisions
of its articles of organization and amendments thereto, and it may at the same time
also further amend or supplement its articles of organization by adopting restated
articles of organization as follows:
(1) 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 articles, notices or documents that were executed and filed pursuant to sections 347.010 to 347.187, it shall be specifically designated in its heading as “Restated Articles of Organization”,
together with a statement that it only restates and integrates and does 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, and shall be executed and filed with the secretary; or
(2) If the restated articles restate and integrate and also further amend in any respect
the articles of organization, as previously amended or supplemented, it shall be specifically
designated in its heading as “Amended and Restated Articles of Organization”, and
shall be executed and filed with the secretary.
2. Restated articles of organization shall state, either in their heading or in an
introductory paragraph, the limited liability company's present name, and, if it has
been changed, the name under which it was originally filed and the date of filing
of its initial articles of organization.
3. Upon the filing of the restated articles of organization with the secretary, 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initial articles, as previously amended or supplemented, shall be superseded.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.
4. Any amendment or change made in connection with the restatement of the articles
of organization shall be subject to any other provision of sections 347.010 to 347.187, not inconsistent with this section, that would apply if separate articles of amendment
were filed to make the amendment or change.
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