Section 10A-1-3.17

Restated certificate of formation.

(a) A restated certificate of formation must accurately state the text of the previous certificate of formation, regardless of whether the certificate of formation is an original, corrected, or restated certificate, and include:

(1) each previous amendment to the certificate being restated that is carried forward; and

(2) each new amendment to the certificate being restated.

(b) A restated certificate of formation may omit:

(1) the name and address of each organizer other than the name and address of each general partner of a limited partnership; and

(2) any other information that may be omitted under the provisions of this title applicable to the filing entity.

(c) A restated certificate of formation that does not make new amendments requiring owner approval to the certificate of formation being restated must be accompanied by:

(1) a statement that the restated certificate of formation accurately states the text of the certificate of formation being restated, as amended, restated, and corrected, except for information omitted under subsection (b) and that the restated certificate does not make new amendments requiring owner approval, and, if it does not, that the governing persons have adopted the restatement in the manner required by this title and the governing documents of the entity; and

(2) any other information required by other provisions of this title applicable to the filing entity.

(d) A restated certificate of formation that makes new amendments requiring owner approval to the certificate of formation being restated must:

(1) be accompanied by a statement that each new amendment has been made in accordance with this title;

(2) identify by reference or description each added, altered, or deleted provision;

(3) be accompanied by a statement that each amendment has been approved in the manner required by this title and the governing documents of the entity, including any information required by this article to be set forth in an amendment to the certificate of formation as to the owner approval of the amendment;

(4) be accompanied by a statement that the restated certificate of formation:

(A) accurately states the text of the certificate of formation being restated and each amendment to the certificate of formation being restated that is in effect, as further amended by the restated certificate of formation; and

(B) does not contain any other change in the certificate of formation being restated except for information omitted under subsection (b); and

(5) include any other information required by the chapter of this title applicable to the entity.

(Act 2009-513, p. 967, §16.)