Limited Liability Company Formations; Related Matters
Section 304-C:30
304-C:30 Filing and Certification of Certificates. –
I. Unless the secretary of state finds that a document does not conform to law, upon receipt of all required filing fees:
(a) The secretary shall certify that the certificate of formation, amendment, or cancellation, any judicial decree of amendment or cancellation, the certificate of merger, or the restated certificate has been filed by endorsing upon the original certificate the word "filed," and the date of the filing, except if filed electronically. This endorsement is conclusive of the date of its filing in the absence of actual fraud.
(b) The secretary shall file the endorsed certificate.
(c) Except if filed electronically, the secretary shall prepare and return to the person who filed it, or such person's representative, a copy of the original signed instrument, similarly endorsed.
II. Upon the filing of a certificate of amendment, or judicial decree of amendment, or restated certificate with the secretary of state, or upon the future effective date or time of a certificate of amendment, or judicial decree of amendment, or restated certificate, the certificate of formation shall be deemed to have been amended or restated as set forth.
III. Upon the filing of a certificate of cancellation, or a judicial decree of cancellation, or a certificate of merger for any limited liability company as to which it acts as a certificate of cancellation, or upon the future effective date or time of a certificate of cancellation or a judicial decree of cancellation, or of a certificate of merger for any limited liability company as to which it acts as a certificate of cancellation, the certificate of formation is cancelled.