§ 211 — Amendment of articles of organization

§ 211. Amendment of articles of organization. (a) A limited liability\ncompany may amend its articles of organization, from time to time, in\nany and as many respects as may be desired by (i) preparing a\ncertificate of amendment, entitled "Certificate of amendment of the\narticles of organization of... (name of limited liability company) under\nsection two hundred eleven of the Limited Liability Company Law," in\naccordance with this section, (ii) executing such certificate of\namendment in accordance with section two hundred seven of this article\nand (iii) filing such certificate of amendment in accordance with\nsection two hundred nine of this article.\n (b) The certificate of amendment may set forth only such provisions as\nmight be lawfully contained in the initial articles of organization\nfiled at the time of making such amendment.\n (c) The certificate of amendment shall set forth:\n (1) the name of the limited liability company and, if it has been\nchanged, the name under which it was formed;\n (2) the date of filing its initial articles of organization; and\n (3) each amendment effected thereby, setting forth the subject matter\nof each provision of the articles of organization that is to be amended\nor eliminated and the full text of the provision or provisions, if any,\nwhich are to be substituted or added.\n (d) In particular, but without limiting the general power of amendment\nas stated in subdivision (b) of this section, a limited liability\ncompany shall amend its articles of organization no later than ninety\ndays after the happening of any of the following events:\n (1) a change in the name of the limited liability company;\n (2) a change in the county within this state in which the office of\nthe limited liability company is to be located;\n (3) a change in the latest date, if any, on which the limited\nliability company is to dissolve;\n (4) the continuation of the limited liability company under section\nseven hundred one of this chapter after an event of dissolution;\n (5) a change in the name or street address of its registered agent in\nthe state if such change is made other than pursuant to section three\nhundred two of this chapter;\n (6) a change in the post office address to which the secretary of\nstate shall mail a copy of any process against the limited liability\ncompany served upon him or her if such change is made other than\npursuant to section three hundred one of this chapter;\n (7) a change in whether the limited liability company is to be managed\nby one or more members of a class or classes of members or by one or\nmore managers or a class or classes of managers;\n * (8) the discovery of a materially false or inaccurate statement in\nthe articles of organization; and\n * NB Effective until January 1, 2026\n * (8) the discovery of a materially false or inaccurate statement in\nthe articles of organization;\n * NB Effective January 1, 2026\n * (9) the decision to change any other statement in the articles of\norganization.\n * NB Effective until January 1, 2026\n * (9) the decision to change any other statement in the articles of\norganization; and\n * NB Effective January 1, 2026\n * (10) to specify, change or delete the email address to which the\nsecretary of state shall email a notice of the fact that process against\nthe limited liability company has been electronically served upon him or\nher.\n * NB Effective until January 1, 2026\n * (10) to specify, change or delete the email address to which the\nsecretary of state shall email a notice of the fact that process against\nthe limited liability company has been electronically served upon him or\nher.\n * NB Effective January 1, 2026\n (e) Unless otherwise provided in this chapter, a certificate of\namendment shall be effective at the time of its filing with the\ndepartment of state.\n