N.Y. Limited Liability Company Law § 214: Restated articles of organization

§ 214. Restated articles of organization. (a) A limited liability

company may at any time, and from time to time, restate in a single

instrument entitled "Restated Articles of Organization of ....(name of

limited liability company) under section two hundred fourteen of the

Limited Liability Company Law", the text of its articles of

organization, without making any amendment thereby. Alternatively, a

limited liability company may restate in a single instrument the text of

its articles of organization and as amended thereby to effect any one or

more of the amendments authorized by this article.

(b) The restated or amended and restated articles of organization, as

the case may be, shall be executed in accordance with section two

hundred seven of this article.

(c) The restated articles of organization shall be filed with the

department of state in accordance with section two hundred nine of this

article and 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 of its articles of organization; and

(3) if the restated articles of organization restate the text of the

articles of organization without making any amendments, then a statement

that the text of the articles of organization is thereby restated

without amendment to read as therein set forth in full; or

(4) if the restated articles restate the text of the articles of

organization, and is amended thereby, then a statement that the articles

of organization is amended to effect one or more of the amendments

authorized by this chapter, specifying each such amendment and that the

text of the articles of organization is thereby restated as amended to

read as therein set forth in full.

(d) Any amendments effected in connection with the restatement of the

articles of organization shall be subject to any other provisions of

this chapter, including, but not limited to, section two hundred

thirteen of this article, that would apply if a separate certificate of

amendment were filed to effect such amendment.

(e) Unless otherwise provided in this chapter, the restated or amended

and restated articles of organization, as the case may be, shall be

effective at the time of its filing with the department of state.