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.
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Last modified: October 11, 2016