N.Y. Limited Liability Company Law § 211: Amendment of articles of organization

§ 211. Amendment of articles of organization. (a) A limited liability

company may amend its articles of organization, from time to time, in

any and as many respects as may be desired by (i) preparing a

certificate of amendment, entitled "Certificate of amendment of the

articles of organization of... (name of limited liability company) under

section two hundred eleven of the Limited Liability Company Law," in

accordance with this section, (ii) executing such certificate of

amendment in accordance with section two hundred seven of this article

and (iii) filing such certificate of amendment in accordance with

section two hundred nine of this article.

(b) The certificate of amendment may set forth only such provisions as

might be lawfully contained in the initial articles of organization

filed at the time of making such amendment.

(c) The certificate of amendment 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 of filing its initial articles of organization; and

(3) each amendment effected thereby, setting forth the subject matter

of each provision of the articles of organization that is to be amended

or eliminated and the full text of the provision or provisions, if any,

which are to be substituted or added.

(d) In particular, but without limiting the general power of amendment

as stated in subdivision (b) of this section, a limited liability

company shall amend its articles of organization no later than ninety

days after the happening of any of the following events:

(1) a change in the name of the limited liability company;

(2) a change in the county within this state in which the office of

the limited liability company is to be located;

(3) a change in the latest date, if any, on which the limited

liability company is to dissolve;

(4) the continuation of the limited liability company under section

seven hundred one of this chapter after an event of dissolution;

(5) a change in the name or street address of its registered agent in

the state if such change is made other than pursuant to section three

hundred two of this chapter;

(6) a change in 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 or her if such change is made other than

pursuant to section three hundred one of this chapter;

(7) a change in whether the limited liability company is to be managed

by one or more members of a class or classes of members or by one or

more managers or a class or classes of managers;

(8) the discovery of a materially false or inaccurate statement in the

articles of organization;

(9) the decision to change any other statement in the articles of

organization; and

(10) to specify, change or delete the email address to which the

secretary of state shall email a notice of the fact that process against

the limited liability company has been electronically served upon him or

her.

(e) Unless otherwise provided in this chapter, a certificate of

amendment shall be effective at the time of its filing with the

department of state.