“Amended and restated” is a term used by lawyers quite a bit. This post discusses that term’s meaning and why attorneys use it. 

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

  • Certificate/articles of incorporation;
  • Corporate bylaws;
  • Limited liability company operating agreement;
  • Any other type of agreement;
What is Amended and Restated…

“Amended” means that the document has “changed”– that someone has revised the document.

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

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

Why Amended and Restated

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.

This blog does not constitute legal advice and does not establish an attorney-client relationship. If you need legal advice, please contact a lawyer directly.

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