New York Consolidated Laws, Limited Liability Company Law - LLC § 207. Execution of articles or certificates

(a) Each article or certificate required by this chapter to be filed with the department of state shall be executed in the following manner:

(1) the initial articles of organization must be signed by an organizer or organizers of the limited liability company;

(2) a certificate of amendment must be signed by at least one member, manager or authorized person of the limited liability company;

(3) restated articles of organization or amended and restated articles of organization must be signed by at least one member, manager or authorized person of the limited liability company;

(4) a certificate of correction must be signed by at least one member, manager or authorized person of the limited liability company;

(5) a certificate of cancellation must be signed by at least one member, manager or authorized person of the limited liability company;  and

(6) all other certificates must be signed by at least one member, manager or authorized person of the limited liability company.

(b) Any person may sign any articles or certificate by an attorney in fact.  Powers of attorney relating to the signing of articles or a certificate by an attorney in fact need not be filed with the department of state or provided as evidence of authority by the person filing but must be retained in the records of the limited liability company.

(c) Each article or certificate must be signed.

(d) Each article or certificate must include the name and capacity of each signer.


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