§ 207. Execution of articles or certificates. (a) Each article or certificate required by this chapter to be filed with the department of state shall be executed in the following manner:

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Terms Used In N.Y. Limited Liability Company Law 207

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.

(1) the initial articles of organization must be signed by an organizer or organizers of the limited liability company;

(2) a certificate of amendment must be signed by at least one member, manager or authorized person of the limited liability company;

(3) restated articles of organization or amended and restated articles of organization must be signed by at least one member, manager or authorized person of the limited liability company;

(4) a certificate of correction must be signed by at least one member, manager or authorized person of the limited liability company;

(5) a certificate of cancellation must be signed by at least one member, manager or authorized person of the limited liability company; and

(6) all other certificates must be signed by at least one member, manager or authorized person of the limited liability company.

(b) Any person may sign any articles or certificate by an attorney in fact. Powers of attorney relating to the signing of articles or a certificate by an attorney in fact need not be filed with the department of state or provided as evidence of authority by the person filing but must be retained in the records of the limited liability company.

(c) Each article or certificate must be signed.

(d) Each article or certificate must include the name and capacity of each signer.