950 CMR, § 112.16 - Restated Certificate

(1) A limited liability company may at any time integrate into a single instrument all of the provisions of its certificate of organization which are then in effect and operative and may at the same time amend its certificate of organization. If the restated certificate merely restates and integrates the existing provisions of the certificate of organization it shall be designated as a "restated certificate of organization". If in addition, the restatement amends some or all of the information as provided in 950 CMR 112.15, it shall be designated as an "amended and restated certificate of organization".

(2) The certificate of organization for a limited liability company may be restated by filing a restated certificate with the Division. The restated certificate shall be designated in the manner provided above and shall set forth:

(a) its federal identification number;

(b) the name of the limited liability company, and if such name has been changed, the name under which it was originally filed;

(c) the date of filing of the original certificate of organization;

(d) all information required to be set forth in the original certificate of organization in the order provided in 950 CMR 112.11;

(e) a clear indication of any amendments to be effected by the restated certificate, and if none, a statement to that affect; and

(f) that it was duly executed and is being filed in accordance with M.G.L. c. 156C, § 19.

(3) The fee for filing the restated certificate shall be $100.00.

(4) Upon filing or upon the future effective date, the restated certificate shall supersede the initial certificate of organization as theretofore amended or supplemented, and shall be the certificate of organization.

Notes

950 CMR, § 112.16