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New York · Through 2026-09-11

N.Y. Limited Liability Company Law § 211-a: Certificate of change

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Where this section sits in the code
  1. Limited Liability Company Law
  2. Article 2. Formation

§ 211-A. Certificate of change. (a) A limited liability company may

amend its articles of organization from time to time to (i) specify or

change the location of the limited liability company's office; (ii)

specify or change 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; (iii) 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; and (iv) make, revoke or change

the designation of a registered agent, or specify or change the address

of the registered agent. Any one or more such changes may be

accomplished by filing a certificate of change which shall be entitled

"Certificate of Change of ....... (name of limited liability company)

under section 211-A of the Limited Liability Company Law" and shall be

signed and delivered to the department of state. It 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 the articles of organization were filed by the department

of state; and

(3) each change effected thereby.

(b) A certificate of change which changes only the post office address

to which the secretary of state shall mail a copy of any process against

a limited liability company served upon him or her, and/or the email

address to which the secretary of state shall email a notice of the fact

that process against it has been electronically served upon the

secretary of state and/or the address of the registered agent, provided

such address being changed, and/or the email address being changed is

the email address of a person, partnership or other corporation whose

email address, as agent, is the email address to be changed, is the

address of a person, partnership or corporation whose address, as agent,

is the address to be changed or who has been designated as registered

agent for such limited liability company may be signed and delivered to

the department of state by such agent. The certificate of change shall

set forth the statements required under subdivision (a) of this section;

that a notice of the proposed change was mailed to the domestic limited

liability company by the party signing the certificate not less than

thirty days prior to the date of delivery to the department of state and

that such domestic limited liability company has not objected thereto;

and that the party signing the certificate is the agent of such limited

liability company to whose address the secretary of state is required to

mail copies of process, and/or the agent of the limited liability

company to whose email address of the secretary of state is required to

email a notice of the fact that process against it has been

electronically served upon the secretary of state, or the registered

agent, if such be the case. A certificate signed and delivered under

this subdivision shall not be deemed to effect a change of location of

the office of the limited liability company in whose behalf such

certificate is filed.

Collected 2026-09-14T19:32:45Z. Source file · JSON

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