2006 Code of Virginia § 13.1-1014.1 - Restatement of articles of organization

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.

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 the name ofthe limited liability company and the text of the restated articles oforganization together with a certificate setting forth:

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

2. The date of adoption of the restated articles of organization;

3. Whether the restatement contains an amendment to the articles oforganization; and

4. A statement that the restatement was adopted by a vote of the members, bythe managers or by the persons who formed the limited liability company inaccordance with this chapter.

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 supersede the originalarticles of organization and all amendments to the original articles oforganization.

F. The Commission may certify restated articles of organization as thearticles of organization currently in effect without including theinformation set forth in the certificate required by subsection D.

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