13.1-1014.1 - Restatement of articles of organization. - Virginia Statutes

§ 13.1-1014.1. Restatement of articles of organization.

A. A limited liability company may restate its articles of organization atany time.

B. The restatement may include one or more amendments to the articles oforganization, including an amendment to delete the name and address of theinitial registered agent or registered office, if a statement of changedescribed in § 13.1-1016 is on file with the Commission.

C. For a restatement of the articles of organization of a limited liabilitycompany to be adopted, the restatement shall be approved by that number orpercentage of members required to amend an operating agreement, unless thearticles of organization or a written operating agreement otherwise provide,provided that if the limited liability company has been formed without anymembers and no members have been admitted, a restatement may be adopted by amajority of the persons named as a manager in the articles of organizationor, if there are no members or managers, by a majority of the organizers ofthe limited liability company.

D. A limited liability company restating its articles of organization shallfile with the Commission articles of restatement setting forth:

1. The name of the limited liability company immediately prior to restatement;

2. Whether the restatement contains an amendment to the articles oforganization;

3. The text of the restated articles of organization or amended and restatedarticles of organization;

4. The date of adoption of the articles of restatement; and

5. A statement that the restatement was adopted by a vote of the members, bythe managers or by the organizers in accordance with this chapter, as thecase may be.

E. If the Commission finds that the articles of restatement comply with therequirements of law and that all required fees have been paid, it shall issuea certificate of restatement. When the certificate of restatement iseffective, the restated articles of organization or amended and restatedarticles of organization supersede the original articles of organization andall amendments to the original articles of organization.

F. The Commission may certify restated articles of organization or amendedand restated articles of organization as the articles of organizationcurrently in effect.

(2005, c. 255; 2006, cc. 748, 912; 2008, c. 108.)