2021 New York Laws
LLC - Limited Liability Company Law
Article 2 - Formation
211-A - Certificate of Change.
* § 211-A. Certificate of change. (a) A limited liability company may amend its articles of organization from time to time to (i) specify or change the location of the limited liability company's office; (ii) specify or change 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; and (iii) make, revoke or change the designation of a registered agent, or specify or change the address of the registered agent. Any one or more such changes may be accomplished by filing a certificate of change which shall be entitled "Certificate of Change of ....... (name of limited liability company) under section 211-A of the Limited Liability Company Law" and shall be signed and delivered to the department of state. It 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 the articles of organization were filed by the department of state; and
(3) each change effected thereby.
(b) A certificate of change which changes only the post office address to which the secretary of state shall mail a copy of any process against a limited liability company served upon him or the address of the registered agent, provided such address being changed is the address of a person, partnership or corporation whose address, as agent, is the address to be changed or who has been designated as registered agent for such limited liability company may be signed and delivered to the department of state by such agent. The certificate of change shall set forth the statements required under subdivision (a) of this section; that a notice of the proposed change was mailed to the domestic limited liability company by the party signing the certificate not less than thirty days prior to the date of delivery to the department of state and that such domestic limited liability company has not objected thereto; and that the party signing the certificate is the agent of such limited liability company to whose address the secretary of state is required to mail copies of process or the registered agent, if such be the case. A certificate signed and delivered under this subdivision shall not be deemed to effect a change of location of the office of the limited liability company in whose behalf such certificate is filed. * NB Effective until January 1, 2023 * § 211-A. Certificate of change. (a) A limited liability company may amend its articles of organization from time to time to (i) specify or change the location of the limited liability company's office; (ii) specify or change 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; (iii) 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; and (iv) make, revoke or change the designation of a registered agent, or specify or change the address of the registered agent. Any one or more such changes may be accomplished by filing a certificate of change which shall be entitled "Certificate of Change of ....... (name of limited liability company) under section 211-A of the Limited Liability Company Law" and shall be signed and delivered to the department of state. It 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 the articles of organization were filed by the department of state; and
(3) each change effected thereby.
(b) A certificate of change which changes only the post office address to which the secretary of state shall mail a copy of any process against a limited liability company served upon him or her, and/or the email address to which the secretary of state shall email a notice of the fact that process against it has been electronically served upon the secretary of state and/or the address of the registered agent, provided such address being changed, and/or the email address being changed is the email address of a person, partnership or other corporation whose email address, as agent, is the email address to be changed, is the address of a person, partnership or corporation whose address, as agent, is the address to be changed or who has been designated as registered agent for such limited liability company may be signed and delivered to the department of state by such agent. The certificate of change shall set forth the statements required under subdivision (a) of this section; that a notice of the proposed change was mailed to the domestic limited liability company by the party signing the certificate not less than thirty days prior to the date of delivery to the department of state and that such domestic limited liability company has not objected thereto; and that the party signing the certificate is the agent of such limited liability company to whose address the secretary of state is required to mail copies of process, and/or the agent of the limited liability company to whose email address of the secretary of state is required to email a notice of the fact that process against it has been electronically served upon the secretary of state, or the registered agent, if such be the case. A certificate signed and delivered under this subdivision shall not be deemed to effect a change of location of the office of the limited liability company in whose behalf such certificate is filed. * NB Effective January 1, 2023
