                                 CODE OF VIRGINIA

RESTATEMENT OF ARTICLES OF ORGANIZATION (§ 13.1-1014.1)

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 &#xA7; 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;

   4. The date of adoption of the articles of restatement; and

   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: 2005, c. 255; 2006, cc. 748, 912; 2008, c. 108; 2013, c. 17.