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© 2009-2018 Dana H. Shultz, Attorney at Law

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.

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Limited Liability – a Definition

Logo for Quora, where Dana Shultz answered a question about the meaning of limited liabilityThis post on the meaning of the term limited liability is based on a Quora answer that I provided.

Please see What does limited liability and unlimited liability mean in case of companies? (more…)

Incorporation is for Corporations, not for LLCs

Quora logo

This post, which discusses legal terminology, is adapted from a Quora answer that I provided almost two years ago. Q. Why do you “incorporate” corporations but “form” LLCs? Why the differing terminology?

A. Corporations have existed for much longer than LLCs. “Incorporation” was? chosen as the single word that denotes “forming a corporation”. The obvious tie? between the words “corporation” and “incorporation” is why “incorporation”? applies only to corporations and is easily understood.

Many years later, LLCs – more fully, limited liability companies – come along.? Right away, we see this three-word phrase is awkward to work with. I? suppose that one could have made up a related term to designate? formation, such as “inlimit” or “inLLC”, but, to say the least, those do? not roll off the tongue. Maybe someone will devise such a term; for? now, we must be satisfied with “forming” LLCs.

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