Pennsylvania § 8822 Amendment or restatement of certificate of organization

Pennsylvania Statutes

§ 8822 — Amendment or restatement of certificate of organization

Pennsylvania § 8822

JurisdictionPennsylvania

Title 15CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

PartPART III

Ch. 88LIMITED LIABILITY COMPANIES

Subch.FORMATION AND FILINGS

This text of Pennsylvania § 8822 (Amendment or restatement of certificate of organization) is published on Counsel Stack Legal Research, covering Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

15 Pa. Cons. Stat. § 8822 (2026).

Text

(a)General rule.--A certificate of organization may be amended or restated at any time.

(b)Required contents of certificate of amendment.--To amend its certificate of organization, a limited liability company must deliver to the department for filing a certificate of amendment that states:

(1)the name of the company;

(2)the date of filing of its initial certificate of organization;

(3)subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office; and

(4)the amendment.

(c)Restatement.--To restate its certificate of organization, a limited liability company must deliver to the department for filing a certificate of amendment that:

(1)is designated as a

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(a) General rule.--A certificate of organization may be amended or restated at any time.

(b) Required contents of certificate of amendment.--To amend its certificate of organization, a limited liability company must deliver to the department for filing a certificate of amendment that states:

(1) the name of the company;

(2) the date of filing of its initial certificate of organization;

(3) subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office; and

(4) the amendment.

(c) Restatement.--To restate its certificate of organization, a limited liability company must deliver to the department for filing a certificate of amendment that:

(1) is designated as a restatement; and

(2) includes a statement that the restated certificate supersedes the original certificate and all previous amendments.

(d) Obligation to correct.--If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization is inaccurate, the member or manager shall promptly:

(1) cause the certificate to be amended; or

(2) if appropriate, deliver to the department for filing a statement of correction under section 138 (relating to statement of correction) or a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness).

(e) Cross references.--See:

Section 134 (relating to docketing statement).

Section 135 (relating to requirements to be met by filed documents).

Section 136(c) (relating to processing of documents by Department of State).

Section 8823 (relating to signing of filed documents).