Ala. Code § 10A-5A-2.02

Current through the 2024 Regular Session.

Section 10A-5A-2.02 - Amendment or restatement of certificate of formation

Division B of Article 3 of Chapter 1 shall not apply to this chapter. Instead:

(a) A certificate of formation may be amended at any time.

(b) A certificate of formation may be restated with or without amendment at any time.

(c) To amend its certificate of formation, a limited liability company must deliver a certificate of amendment for filing to the Secretary of State which certificate of amendment shall state:

(1) the name of the limited liability company;

(2) the unique identifying number or other designation as assigned by the Secretary of State; and

(3) the changes the amendment makes to the certificate of formation as most recently amended or restated.

(d) To restate its certificate of formation, a limited liability company must deliver a restated certificate of formation for filing to the Secretary of State. A restated certificate of formation must:

(1) be designated as such in the heading;

(2) state the limited liability company's name;

(3) state the unique identifying number or other designation as assigned by the Secretary of State; and

(4) set forth any amendment or change effected in connection with the restatement of the certificate of formation.

Any such restatement that effects an amendment 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 the amendment or change.

(e) The original certificate of formation, as theretofore amended, shall be superseded by the restated certificate of formation and thenceforth, the restated certificate of formation, including any further amendment or changes made thereby, shall be the certificate of formation of the limited liability company, but the original effective date of formation shall remain unchanged.

(f) An amended or restated certificate of formation may contain only provisions that would be permitted at the time of the amendment if the amended or restated certificate of formation were a newly filed original certificate of formation.

(g) A restated certificate of formation may omit any information that is not required to be in the certificate of formation under this chapter, including the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State. Any omission other than the initial registered agent, shall be an amendment to the certificate of formation, which amendment must be approved in accordance with the limited liability company agreement, and if the limited liability company agreement does not state the approval required for an amendment of the certificate of formation, then the amendment must be approved by all of the members.

Ala. Code § 10A-5A-2.02 (1975)

Amended by Act 2024-413,§ 1, eff. 8/1/2024.

Amended by Act 2021-299,§ 5, eff. 1/1/2022.

Amended by Act 2020-73,§ 10, eff. 1/1/2021.

Added by Act 2014-144,§ 1, eff. 1/1/2015.