§ 13.1-1014.1 Restatement of articles of organization
A. A limited liability company may restate its articles of organization at any time.
B. The restatement may include one or more amendments to the articles of organization, including an amendment to delete the name and address of the registered agent or registered office, or the address of the principal office, if a statement of change described in § 13.1-1016 or 13.1-1018.1, as the case may be, is on file with the Commission.
C. For a restatement of the articles of organization of a limited liability company to be adopted, the restatement shall be approved by that number or percentage of members required to amend an operating agreement, unless the articles of organization or a written operating agreement otherwise provide, provided that if the limited liability company has been formed without any members and no members have been admitted, a restatement may be adopted by a majority of the persons named as a manager in the articles of organization or, if there are no members or managers, by a majority of the organizers of the limited liability company.
D. A limited liability company restating its articles of organization shall file with the Commission articles of restatement setting forth:
1. The name of the limited liability company immediately prior to restatement;
2. Whether the restatement contains an amendment to the articles of organization;
3. The text of the restated articles of organization or amended and restated articles of organization;
5. A statement that the restatement was adopted by a vote of the members, by the managers or by the organizers in accordance with this chapter, as the case may be.
E. If the Commission finds that the articles of restatement comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of restatement. When the certificate of restatement is effective, the restated articles of organization or amended and restated articles of organization supersede the original articles of organization and all amendments to the original articles of organization.
F. The Commission may certify restated articles of organization or amended and restated articles of organization as the articles of organization currently in effect.
History
This law was first created in 2005. The record of its establishment is cataloged in chapter 255 of that year’s edition of “Acts of Assembly,” the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 3 times. Those modifications are cataloged by “The Acts of Assembly,” a state publication, by year and chapter. Those modifications that can be read on the General Assembly’s website will be linked accordingly. Those modifications are as follows: in 2006, chapters 748 and 912; in 2008, chapter 108; in 2013, chapter 17.
2005, c. 255; 2006, cc. 748, 912; 2008, c. 108; 2013, c. 17.