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What does “amended and restated” mean?

Alaska Air Amended and Restated Certificate of Incorporation“Amended and restated” is a term that lawyers use a lot. (A Google search produces approximately 792,000 results.) This post discusses that term’s meaning and why lawyers use it. This is part of Dana Shultz’s Canonical Questions on the Law™ series of questions and answers about legal issues, concepts and terminology.

“Amended and restated” can apply to virtually any type of legal document. Examples:

  • Certificate/articles of incorporation;
  • Corporate bylaws;
  • Limited liability company operating agreement;
  • Any other type of agreement;
  • etc.

Amended and Restated – What

“Amended” means “changed”, i.e., that someone has revised the document.

“Restated” means “presented in its entirety”, i.e., as a single, complete document.

Accordingly, “amended and restated” means a complete document into which one or more changes have been incorporated.

Amended and Restated – Why

It always is possible to have an original document to which one adds one or more amendments. Each amendment identifies, by section number or other reference to the original document, the provisions that it is revising and how those provisions are being revised.

A problem can arise if one or more amendments specify too many changes. It becomes difficult and time-consuming to jump back and forth between the document and its amendments. Confusion and error can occur.

Consequently, it becomes more practicable to have a single document that includes all changes in one place. That one place is the amended and restated document.

Check out all posts about legal terminology.

Dana H. Shultz, Attorney at Law +1 510-547-0545 dana [at] danashultz [dot] com
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