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New York Limited Liability Company Law Section 211-A - Certificate Of Change.

Legal Research Home > New York Lawyer > Limited Liability Company > New York Limited Liability Company Law Section 211-A - Certificate Of Change.

    § 211-A.  Certificate  of change. (a) A limited liability company may
  amend its articles of organization from time to time to (i)  specify  or
  change  the  location  of  the  limited liability company's office; (ii)
  specify or change 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;  and  (iii)  make,  revoke  or  change   the
  designation  of  a registered agent, or specify or change the address of
  the registered agent. Any one or more such changes may  be  accomplished
  by  filing  a certificate of change which shall be entitled "Certificate
  of Change of ....... (name of limited liability company)  under  section
  211-A  of  the  Limited  Liability  Company Law" and shall be signed and
  delivered to the department of state. It 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 the articles of organization were filed by the department
  of state; and
    (3) each change effected thereby.
    (b) A certificate of change which changes only the post office address
  to which the secretary of state shall mail a copy of any process against
  a  limited  liability  company  served  upon  him  or the address of the
  registered agent, provided such address being changed is the address  of
  a  person,  partnership  or  corporation whose address, as agent, is the
  address to be changed or who has been designated as registered agent for
  such limited liability company  may  be  signed  and  delivered  to  the
  department  of  state by such agent. The certificate of change shall set
  forth the statements required under subdivision  (a)  of  this  section;
  that  a notice of the proposed change was mailed to the domestic limited
  liability company by the party signing the  certificate  not  less  than
  thirty days prior to the date of delivery to the department of state and
  that  such  domestic limited liability company has not objected thereto;
  and that the party signing the certificate is the agent of such  limited
  liability company to whose address the secretary of state is required to
  mail  copies  of process or the registered agent, if such be the case. A
  certificate signed and delivered under this  subdivision  shall  not  be
  deemed  to  effect  a  change  of  location of the office of the limited
  liability company in whose behalf such certificate is filed.

Last modified: August 10, 2006