15 Pennsylvania Consolidated Statutes § 8951 - Amendment Of Certificate Of Organization

§ 8951. Amendment of certificate of organization.

(a) General rule.--The certificate of organization is amended by filing a certificate of amendment thereto in the Department of State. The certificate of amendment shall set forth:

(1) The name of the limited liability company.

(2) The date of filing of the original certificate of organization.

(3) The amendment to the certificate of organization.

(4) If the amendment is to be effective on a specified date, the hour, if any, and the month, day and year of the effective date.

(b) Limitation.--An amendment adopted under this section shall not amend the certificate of organization in such a way that as so amended it would not be authorized by this chapter as an original certificate of organization, except that:

(1) A restated certificate of organization shall, subject to section 109 (relating to name of commercial registered officer provider in lieu of registered address), state the address of the current instead of the initial registered office of the company in this Commonwealth and need not state the names and addresses of the organizers.

(2) The company shall not be required to revise any other provision of its certificate if the provision is valid and operative immediately prior to the filing of the amendment in the department.

(c) Effectiveness of certificate of amendment.--Upon the filing of the certificate of amendment in the department or upon the effective time specified in the certificate of amendment, whichever is later, the certificate of amendment shall become effective, and the certificate of organization shall be deemed to be amended accordingly.

(d) Cross references.--See sections 134 (relating to docketing statement), 135 (relating to requirements to be met by filed documents), 8907 (relating to execution of documents) and 8942 (relating to voting).

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Last modified: October 8, 2016