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© 2009-2019 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.

(more…)

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

Logo for Quora, where Dana Shultz wrote an answer about the term "incorporation"

This post about incorporation discusses legal terminology. I have adapted it from a Quora answer that I wrote 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” is the single word that denotes “forming a corporation”. The obvious tie between the words “corporation” and “incorporation” is why the latter applies only to corporations. (more…)