Section 10A-5A-2.02

Amendment or restatement of certificate of formation.

Notwithstanding Division B of Article 3 of Chapter 1:

(a) A certificate of formation may be amended at any time.

(b) A certificate of formation may be restated with or without amendment at any time.

(c) To amend its certificate of formation, a limited liability company must deliver a certificate of amendment for filing to the filing officer provided for in subsection (g) which certificate of amendment shall state:

(1) the name of the limited liability company;

(2) the date of filing of its certificate of formation, and of all prior amendments and the filing office or offices where filed; and

(3) the changes the amendment makes to the certificate of formation as most recently amended or restated.

(d) To restate its certificate of formation, a limited liability company must deliver a restated certificate of formation for filing to the filing officer provided for in subsection (g). A restated certificate of formation must:

(1) be designated as such in the heading;

(2) state the limited liability company's name;

(3) state the date of the filing of its certificate of formation, and of all prior amendments and the filing office or offices where filed; and

(4) set forth any amendment or change effected in connection with the restatement of the certificate of formation.

Any such restatement that effects an amendment shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect the amendment or change.

(e) The original certificate of formation, as theretofore amended, shall be superseded by the restated certificate of formation and thenceforth, the restated certificate of formation, including any further amendment or changes made thereby, shall be the certificate of formation of the limited liability company, but the original effective date of formation shall remain unchanged.

(f) An amended or restated certificate of formation may contain only provisions that would be permitted at the time of the amendment if the amended or restated certificate of formation were a newly filed original certificate of formation.

(g) If a limited liability company is not an organization described in Section 10A-1-4.02(c)(4), then that limited liability company shall deliver the certificate of amendment or the restated certificate of formation for filing with the judge of probate in whose office the original certificate of formation is filed. If a limited liability company is an organization described in Section 10A-1-4.02(c)(4), then that limited liability company shall deliver the certificate of amendment or the restated certificate of formation for filing with the Secretary of State.

(Act 2014-144, p. 265, §1.)