2023 New York Laws › LLC - Limited Liability Company Law › Article 2 - Formation › 211 - Amendment of Articles of Organization.

§  211. Amendment of articles of organization. (a) A limited liability
company may amend its articles of organization, from time  to  time,  in
any  and  as  many  respects  as  may  be  desired  by  (i)  preparing a
certificate of amendment, entitled  "Certificate  of  amendment  of  the
articles of organization of... (name of limited liability company) under
section  two  hundred  eleven  of the Limited Liability Company Law," in
accordance  with  this  section,  (ii)  executing  such  certificate  of
amendment  in  accordance with section two hundred seven of this article
and (iii) filing  such  certificate  of  amendment  in  accordance  with
section two hundred nine of this article.
(b) The certificate of amendment may set forth only such provisions as
might  be  lawfully  contained  in  the initial articles of organization
filed at the time of making such amendment.
(c) The certificate of amendment 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 its initial articles of organization; and
(3)  each amendment effected thereby, setting forth the subject matter
of each provision of the articles of organization that is to be  amended
or  eliminated and the full text of the provision or provisions, if any,
which are to be substituted or added.
(d) In particular, but without limiting the general power of amendment
as stated in subdivision  (b)  of  this  section,  a  limited  liability
company  shall  amend  its articles of organization no later than ninety
days after the happening of any of the following events:
(1) a change in the name of the limited liability company;
(2) a change in the county within this state in which  the  office  of
the limited liability company is to be located;
(3)  a  change  in  the  latest  date,  if  any,  on which the limited
liability company is to dissolve;
(4) the continuation of the limited liability  company  under  section
seven hundred one of this chapter after an event of dissolution;
(5)  a change in the name or street address of its registered agent in
the state if such change is made other than pursuant  to  section  three
hundred two of this chapter;
(6)  a  change  in  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  if  such  change is made other than
pursuant to section three hundred one of this chapter;
(7) a change in whether the limited liability company is to be managed
by one or more members of a class or classes of members  or  by  one  or
more managers or a class or classes of managers;
* (8)  the  discovery of a materially false or inaccurate statement in
the articles of organization; and
* NB Effective until January 1, 2026
* (8) the discovery of a materially false or inaccurate  statement  in
the articles of organization;
* NB Effective January 1, 2026
* (9)  the  decision  to change any other statement in the articles of
organization.
* NB Effective until January 1, 2026
* (9) the decision to change any other statement in  the  articles  of
organization; and
* NB Effective January 1, 2026
* (10)  to  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.
* NB Effective until January 1, 2026
* (10)  to  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.
* NB Effective January 1, 2026
(e) Unless otherwise  provided  in  this  chapter,  a  certificate  of
amendment  shall  be  effective  at  the  time  of  its  filing with the
department of state.