347.043. Restated articles of organization--contents.
Restated articles of organization--contents.
347.043. 1. A limited liability company may integrate intoa single instrument all of the provisions of its articles oforganization and amendments thereto, and it may at the same timealso further amend or supplement its articles of organization byadopting restated articles of organization as follows:
(1) If the restated articles of organization merely restateand integrate but do not further amend the initial articles oforganization, as previously amended or supplemented by anyarticles, notices or documents that were executed and filedpursuant to sections 347.010 to 347.187, it shall be specificallydesignated in its heading as "Restated Articles of Organization",together with a statement that it only restates and integratesand does not further amend the provisions of the articles oforganization as previously amended or supplemented and there isno discrepancy between those provisions and the provisions of therestated articles, and shall be executed and filed with thesecretary; or
(2) If the restated articles restate and integrate and alsofurther amend in any respect the articles of organization, aspreviously amended or supplemented, it shall be specificallydesignated in its heading as "Amended and Restated Articles ofOrganization", and shall be executed and filed with thesecretary.
2. Restated articles of organization shall state, either intheir heading or in an introductory paragraph, the limitedliability company's present name, and, if it has been changed,the name under which it was originally filed and the date offiling of its initial articles of organization.
3. Upon the filing of the restated articles of organizationwith the secretary, the initial articles, as previously amendedor supplemented, shall be superseded. Thereafter, the restatedarticles of organization, including any further amendment orchanges made by the restated articles, shall be the articles oforganization, but the original effective date of formation shallremain unchanged.
4. Any amendment or change made in connection with therestatement of the articles of organization shall be subject toany other provision of sections 347.010 to 347.187, notinconsistent with this section, that would apply if separatearticles of amendment were filed to make the amendment or change.
(L. 1993 S.B. 66 & 20 § 359.722)Effective 12-1-93