§ 48-209-105 — Restated articles

(a) An LLC's board of governors may restate its articles at any time with or without member action. (b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring member approval, it shall be adopted as provided in § 48-209-103 . (c) If the board of governors submits a restatement for member action, the LLC shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-222-102 . The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles. (d) An LLC restating its articles shall deliver to the secretary of state the restated articles, setting forth the name of the LLC and the text of the restated articles, together with a certificate setting forth: (1) Whether the restatement contains an amendment to the articles requiring member approval and, if it does not, that the board of governors adopted the restatement; or (2) If the restatement contains an amendment to the articles requiring member approval, the information required by § 48-209-104 . (e) If the restatement contains an amendment to the articles, it shall be designated in the heading as "Amended and Restated Articles." (f) The restated articles must contain all the requirements of articles as set out in § 48-205-101 . (g) Duly adopted and restated articles supersede the original articles and all prior amendments thereto. (h) The secretary of state may certify restated articles as the articles currently in effect, without including the certificate information required by subsection (d).

Legislative History

Acts 1994, ch. 868, § 1.