Section 19 Restated certificates of organization - Massachusetts Statutes

Section 19. (a) A limited liability company may at any time, integrate into a single instrument all of the provisions of its certificate of organization which are then in effect and operative as a result of there having theretofore been filed with the state secretary one or more certificates or other instruments pursuant to any of the sections referred to in this chapter and it may at the same time also further amend its certificate of organization by adopting a restated certificate of organization.

(b) If a restated certificate of organization merely restates and integrates but does not further amend the initial certificate of organization, as theretofore amended or supplemented by any instrument that was executed and filed pursuant to any of the sections in this chapter, it shall be specifically designated in its heading as a “restated certificate of organization” together with such other words as the limited liability company may deem appropriate and shall be executed by an authorized person and filed as provided in section seventeen in the office of the state secretary. If a restated certificate restates and integrates and also further amends in any respect the certificate of organization, as theretofore amended or supplemented, it shall be specifically designated in its heading as an “amended and restated certificate of organization” together with such other words as the limited liability company may deem appropriate and shall be executed by at least one authorized person, and filed as provided in section seventeen in the office of the state secretary.

(c) A restated certificate of organization shall state, either in its heading or in an introductory paragraph, the limited liability company’s present name, and, if such name has been changed, the name under which it was originally filed, the date of filing of its original certificate of organization with the state secretary, and the effective date, which shall be a date certain, of the restated certificate if it is not to be effective upon the filing of the restated certificate. A restated certificate shall also state that it was duly executed and is being filed in accordance with this section. If a restated certificate only restates and integrates and does not further amend a limited liability company’s certificate of organization as theretofore amended or supplemented and there is no difference between the provisions of such certificate of organization and the provisions contained in the restated certificate, it shall state the fact of such difference.

(d) Upon the filing of a restated certificate of organization with the state secretary, or upon the future effective date of a restated certificate of organization as provided for therein, the initial certificate of organization, as theretofore amended or supplemented, shall be superseded by such restated certificate; thereafter, the restated certificate of organization, including any further amendment or changes made thereby, shall be the certificate of organization of the limited liability company, but the original effective date of organization shall remain unchanged.

(e) Any amendment or change effected in connection with the restatement and integration of the certificate of organization shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.