{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1014.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1014.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1014.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1014.1.html"}],"law_id":59818,"edition_id":1,"section_id":59818,"structure_id":15649,"section_number":"13.1-1014.1","catch_line":"Restatement of articles of organization","history":"2005, c. 255; 2006, cc. 748, 912; 2008, c. 108; 2013, c. 17.","full_text":"A\n\nA limited liability company may restate its articles of organization at any time.B\n\nThe 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\n\nFor 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\n\nA limited liability company restating its articles of organization shall file with the Commission articles of restatement setting forth:1\n\nThe name of the limited liability company immediately prior to restatement;2\n\nWhether the restatement contains an amendment to the articles of organization;3\n\nThe text of the restated articles of organization or amended and restated articles of organization;4\n\nThe date of adoption of the articles of restatement; and5\n\nA 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\n\nIf 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\n\nThe Commission may certify restated articles of organization or amended and restated articles of organization as the articles of organization currently in effect.","order_by":null,"text":{"0":{"id":219051,"text":"A limited liability company may restate its articles of organization at any time.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":219052,"text":"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.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":219053,"text":"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.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":219054,"text":"A limited liability company restating its articles of organization shall file with the Commission articles of restatement setting forth:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"D1"},"4":{"id":219055,"text":"The name of the limited liability company immediately prior to restatement;","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"5":{"id":219056,"text":"Whether the restatement contains an amendment to the articles of organization;","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"D3"},"6":{"id":219057,"text":"The text of the restated articles of organization or amended and restated articles of organization;","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2","next_prefix":"D4"},"7":{"id":219058,"text":"The date of adoption of the articles of restatement; and","type":"section","prefixes":["D","4"],"prefix":"4","entire_prefix":"D4","prefix_anchor":"D4","level":2,"prior_prefix":"D3","next_prefix":"D5"},"8":{"id":219059,"text":"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.","type":"section","prefixes":["D","5"],"prefix":"5","entire_prefix":"D5","prefix_anchor":"D5","level":2,"prior_prefix":"D4","next_prefix":"E"},"9":{"id":219060,"text":"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.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D5","next_prefix":"F"},"10":{"id":219061,"text":"The Commission may certify restated articles of organization or amended and restated articles of organization as the articles of organization currently in effect.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"ancestry":[{"id":15649,"edition_id":1,"name":"Formation","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:57:22","date_modified":"2026-06-26 03:57:22","permalink":{"id":148741,"object_type":"structure","relational_id":15649,"identifier":"2","token":"13.1\/12\/2","url":"\/13.1\/12\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12817,"edition_id":1,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148351,"object_type":"structure","relational_id":12817,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":64201,"structure_id":15649,"section_number":"13.1-1008","catch_line":"Purposes","url":"\/13.1-1008\/","token":"13.1\/12\/2\/13.1-1008","metadata":false},{"id":62601,"structure_id":15649,"section_number":"13.1-1009","catch_line":"Powers","url":"\/13.1-1009\/","token":"13.1\/12\/2\/13.1-1009","metadata":false},{"id":73722,"structure_id":15649,"section_number":"13.1-1010","catch_line":"Organizers","url":"\/13.1-1010\/","token":"13.1\/12\/2\/13.1-1010","metadata":false},{"id":83729,"structure_id":15649,"section_number":"13.1-1010.1","catch_line":"Repealed","url":"\/13.1-1010.1\/","token":"13.1\/12\/2\/13.1-1010.1","metadata":false},{"id":75573,"structure_id":15649,"section_number":"13.1-1011","catch_line":"Articles of organization","url":"\/13.1-1011\/","token":"13.1\/12\/2\/13.1-1011","metadata":false},{"id":70955,"structure_id":15649,"section_number":"13.1-1011.1","catch_line":"Articles of correction","url":"\/13.1-1011.1\/","token":"13.1\/12\/2\/13.1-1011.1","metadata":false},{"id":82092,"structure_id":15649,"section_number":"13.1-1012","catch_line":"Name","url":"\/13.1-1012\/","token":"13.1\/12\/2\/13.1-1012","metadata":false},{"id":60639,"structure_id":15649,"section_number":"13.1-1013","catch_line":"Reserved name","url":"\/13.1-1013\/","token":"13.1\/12\/2\/13.1-1013","metadata":false},{"id":76907,"structure_id":15649,"section_number":"13.1-1014","catch_line":"Amendment of articles of organization","url":"\/13.1-1014\/","token":"13.1\/12\/2\/13.1-1014","metadata":false},{"id":59818,"structure_id":15649,"section_number":"13.1-1014.1","catch_line":"Restatement of articles of organization","url":"\/13.1-1014.1\/","token":"13.1\/12\/2\/13.1-1014.1","metadata":false}],"previous_section":{"id":76907,"structure_id":15649,"section_number":"13.1-1014","catch_line":"Amendment of articles of organization","url":"\/13.1-1014\/","token":"13.1\/12\/2\/13.1-1014","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1014.1\/","history_text":"

This law was first created in 2005. The record of its establishment is cataloged in chapter 255<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d 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 \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 2006, chapters 748<\/a> and 912<\/a>; in 2008, chapter 108<\/a>; in 2013, chapter 17<\/a>.<\/p>","references":[{"id":72460,"section_number":"13.1-1003.1","catch_line":"Filings with the Commission pursuant to reorganization","order_by":null,"url":"\/13.1-1003.1\/"}],"refers_to":[{"id":79624,"section_number":"13.1-1016","catch_line":"Change of registered office or registered agent","order_by":null,"url":"\/13.1-1016\/"},{"id":69832,"section_number":"13.1-1018.1","catch_line":"Change of principal office","order_by":null,"url":"\/13.1-1018.1\/"}],"permalink":{"id":148779,"object_type":"law","relational_id":59818,"identifier":"13.1-1014.1","token":"13.1\/12\/2\/13.1-1014.1","url":"\/13.1-1014.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1014.1\/","token":"13.1\/12\/2\/13.1-1014.1","dublin_core":{"Title":"Restatement of articles of organization","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1014.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A limited liability company<\/span> may restate its articles of organization<\/span> at any time. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The restatement may include one or more amendments to the articles of organization<\/span>, including an amendment to delete the name and address of the registered agent or registered office, or the address of the principal office<\/span>, if a statement of change described in § 13.1-1016<\/a> or 13.1-1018.1<\/a>, as the case may be, is on file with the Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> For a restatement of the articles of organization<\/span> of a limited liability company<\/span> to be adopted, the restatement shall be approved by that number or percentage of members<\/span> required to amend<\/span> an operating agreement<\/span>, unless the articles of organization<\/span> or a written operating agreement<\/span> otherwise provide, provided that if the limited liability company<\/span> has been formed without any members<\/span> and no members<\/span> have been admitted, a restatement may be adopted by a majority of the persons<\/span> named as a manager<\/span> in the articles of organization<\/span> or, if there are no members<\/span> or managers<\/span><\/span>, by a majority of the organizers of the limited liability company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A limited liability company<\/span> restating its articles of organization<\/span> shall file with the Commission<\/span> articles of restatement setting forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the limited liability company<\/span> immediately prior to restatement; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Whether the restatement contains an amendment to the articles of organization<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The text of the restated articles of organization<\/span> or amended and restated articles of organization<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The date of adoption of the articles of restatement; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A statement that the restatement was adopted by a vote of the members<\/span>, by the managers<\/span><\/span> or by the organizers in accordance with this chapter, as the case may be. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> If the Commission<\/span> finds that the articles of restatement comply with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of restatement. When the certificate of restatement is effective, the restated articles of organization<\/span> or amended and restated articles of organization<\/span> supersede the original articles of organization<\/span> and all amendments to the original articles of organization<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> The Commission<\/span> may certify restated articles of organization<\/span> or amended and restated articles of organization<\/span> as the articles of organization<\/span> currently in effect. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nRESTATEMENT OF ARTICLES OF ORGANIZATION (\u00a7 13.1-1014.1)\n\nA. A limited liability company may restate its articles of organization at any\ntime.\n\nB. The restatement may include one or more amendments to the articles of\norganization, including an amendment to delete the name and address of the\nregistered agent or registered office, or the address of the principal office,\nif a statement of change described in § 13.1-1016 or 13.1-1018.1, as the\ncase may be, is on file with the Commission.\n\nC. For a restatement of the articles of organization of a limited liability\ncompany to be adopted, the restatement shall be approved by that number or\npercentage of members required to amend an operating agreement, unless the\narticles of organization or a written operating agreement otherwise provide,\nprovided that if the limited liability company has been formed without any\nmembers and no members have been admitted, a restatement may be adopted by a\nmajority of the persons named as a manager in the articles of organization or,\nif there are no members or managers, by a majority of the organizers of the\nlimited liability company.\n\nD. A limited liability company restating its articles of organization shall file\nwith the Commission articles of restatement setting forth:\n\n 1. The name of the limited liability company immediately prior to restatement;\n\n 2. Whether the restatement contains an amendment to the articles of\n organization;\n\n 3. The text of the restated articles of organization or amended and restated\n articles of organization;\n\n 4. The date of adoption of the articles of restatement; and\n\n 5. A statement that the restatement was adopted by a vote of the members, by\n the managers or by the organizers in accordance with this chapter, as the case\n may be.\n\nE. If the Commission finds that the articles of restatement comply with the\nrequirements of law and that all required fees have been paid, it shall issue a\ncertificate of restatement. When the certificate of restatement is effective,\nthe restated articles of organization or amended and restated articles of\norganization supersede the original articles of organization and all amendments\nto the original articles of organization.\n\nF. The Commission may certify restated articles of organization or amended and\nrestated articles of organization as the articles of organization currently in\neffect.\n\nHISTORY: 2005, c. 255; 2006, cc. 748, 912; 2008, c. 108; 2013, c. 17.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}