Section 211-A. Certificate of change  


Latest version.
  • (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.