New York Laws
LLC - Limited Liability Company Law

Article 1 - Short Title and Definitions

101 - Short Title. - § 101. Short title. This chapter shall be known as...

102 - Definitions. - (a-1) "Affidavit of publication" means the affidavit of the printer...

Article 2 - Formation

201 - Purpose. - § 201. Purpose. A limited liability company may be formed...

202 - Powers. - (a) sue or be sued, or institute, participate in or...

203 - Formation. - (b) An organizer may, but need not be, a member...

204 - Limited Liability Company Name. - (a) shall contain without abbreviation the words "Limited Liability Company"...

205 - Reservation of Name. - (1) any person intending to form or cause the formation...

206 - Affidavits of Publication. - (b)(1) A limited liability company which was formed prior to...

207 - Execution of Articles or Certificates. - (1) the initial articles of organization must be signed by...

208 - Execution, Amendment or Cancellation by Judicial Act. - § 208. Execution, amendment or cancellation by judicial act. If...

209 - Filing With the Department of State. - § 209. Filing with the department of state. A signed...

210 - Liability for False Statement in Articles or Certificates. - (1) any person who executes the articles of organization or...

211 - Amendment of Articles of Organization. - (b) The certificate of amendment may set forth only such...

211-A - Certificate of Change. - (1) the name of the limited liability company, and if...

212 - Certificate of Correction. - § 212. Certificate of correction. The articles of organization, any...

213 - Authorization of Amendment of Articles of Organization. - (b) Notwithstanding subdivision (a) of this section, unless the operating...

214 - Restated Articles of Organization. - (b) The restated or amended and restated articles of organization,...

Article 3 - Service of Process

301 - Statutory Designation of Secretary of State as Agent for Service of Process. - (b) No domestic or foreign limited liability company may be...

301-A - Resignation for Receipt of Process. - (1) the name of the limited liability company and the...

301-B - Electronic Service of Process. - § 301-b. Electronic service of process. The secretary of state...

302 - Registered Agent for Service of Process. - (b) The agent must be either: (1) a natural person...

303 - Service of Process on Limited Liability Companies. - (b) Nothing in this section shall limit or affect the...

304 - Service of Process on Unauthorized Foreign Limited Liability Companies. - (b) Service of such process upon the secretary of state...

305 - Records of Process Served on the Secretary of State. - § 305. Records of process served on the secretary of...

Article 4 - Management by Members or Managers

401 - Management of the Limited Liability Company by Members. - (b) If management of a limited liability company is vested...

402 - Voting Rights of Members. - (b) Except as provided in the operating agreement, any member...

403 - Meetings of Members. - § 403. Meetings of members. Except as provided in the...

404 - Quorum of Members. - (b) The operating agreement may provide for a greater quorum...

405 - Notice of Meetings of Members. - (b) Except as provided in the operating agreement, a copy...

406 - Waiver of Notice. - § 406. Waiver of notice. Except as provided in the...

407 - Action by Members Without a Meeting. - (b) Every written consent shall bear the date of signature...

408 - Management by Managers. - (b) Except as provided in the operating agreement and in...

409 - Duties of Managers. - (b) In performing his or her duties, a manager shall...

410 - Qualification of Managers. - (b) The operating agreement may prescribe qualifications for managers.

411 - Interested Managers. - (1) if the material facts as to such manager's interest...

412 - Agency of Members or Managers. - (b) If the articles of organization of a limited liability...

413 - Election and Term of Managers. - (b) Each manager shall hold the office and have the...

414 - Removal or Replacement of Managers. - § 414. Removal or replacement of managers. Except as provided...

415 - Resignation of Managers. - § 415. Resignation of managers. Except as provided in the...

416 - Vacancies. - (b) Except as provided in the operating agreement, a manager...

417 - Operating Agreement. - (1) the liability of any manager if a judgment or...

418 - Classes and Voting of Members. - (b) The operating agreement may set forth provisions relating to...

419 - Classes and Voting of Managers. - (b) The operating agreement may set forth provisions relating to...

420 - Indemnification. - § 420. Indemnification. Subject to the standards and restrictions, if...

Article 5 - Contributions and Distributions

501 - Form of Capital Contributions. - § 501. Form of capital contributions. The contribution of a...

502 - Liability for Contributions. - (b) Unless otherwise provided in the operating agreement and except...

503 - Sharing of Profits and Losses. - § 503. Sharing of profits and losses. The profits and...

504 - Sharing of Distributions. - § 504. Sharing of distributions. Distributions of cash or other...

505 - Distributions in Kind. - (b) Except as provided in the operating agreement, a member...

506 - Right to Distribution. - § 506. Right to distribution. Subject to sections five hundred...

507 - Interim Distributions. - § 507. Interim distributions. Except as provided in this chapter,...

508 - Limitations on Distributions. - (b) A member who receives a distribution in violation of...

509 - Distribution Upon Withdrawal. - § 509. Distribution upon withdrawal. Except as provided in this...

Article 6 - Members and Membership

601 - Nature of Membership Interest. - § 601. Nature of membership interest. A membership interest in...

602 - Admission of Members. - (1) the effective date of the initial articles of organization;...

603 - Assignment of Membership Interest. - (1) a membership interest is assignable in whole or in...

604 - Rights of Assignee to Become a Member. - (b) An assignee who has become a member has, to...

605 - Liability Upon Assignment. - § 605. Liability upon assignment. Whether or not an assignee...

606 - Withdrawal of a Member. - (b) A limited liability company whose original article of organization...

607 - Rights of Creditors of Members. - (b) No creditor of a member shall have any right...

608 - Powers of Estate of a Deceased or Incompetent Member. - § 608. Powers of estate of a deceased or incompetent...

609 - Liability of Members, Managers and Agents. - (b) Notwithstanding the provisions of subdivision (a) of this section,...

610 - Parties to Actions. - § 610. Parties to actions. A member of a limited...

611 - Business Transactions of a Member With the Limited Liability Company. - § 611. Business transactions of a member with the limited...

Article 7 - Dissolution

701 - Dissolution. - (1) the latest date on which the limited liability company...

702 - Judicial Dissolution. - § 702. Judicial dissolution. On application by or for a...

703 - Winding Up. - (b) Upon dissolution of a limited liability company, the persons...

704 - Distribution of Assets. - (a) to creditors, including members who are creditors, to the...

705 - Articles of Dissolution. - (1) the name of the limited liability company; and if...

Article 8 - Foreign Limited Liability Companies

801 - Governing Law. - (a) the laws of the jurisdiction under which a foreign...

802 - Application for Authority. - (1) the name of the foreign limited liability company and,...

803 - Activities Not Constituting Doing Business. - (1) maintaining or defending any action or proceeding, whether judicial,...

804 - Amendments to Application for Authority. - (1) the name of the foreign limited liability company as...

804-A - Certificate of Change. - (1) the name of the foreign limited liability company and,...

805 - Issuance of Certificate of Authority; Effect. - (b) A foreign limited liability company that has received a...

806 - Surrender of Certificate of Authority. - (b) The certificate of surrender of authority shall set forth:...

807 - Termination of Existence. - § 807. Termination of existence. When a foreign limited liability...

808 - Doing Business Without Certificate of Authority. - (b) The failure of a foreign limited liability company that...

809 - Action by Attorney General. - § 809. Action by attorney general. The attorney general shall,...

Article 10 - Mergers

1001 - Merger or Consolidation. - (b) Pursuant to an agreement of merger or consolidation and...

1002 - Procedures for Merger or Consolidation. - (b) The members of each domestic limited liability company or...

1003 - Certificate of Merger or Consolidation; Contents. - (1) the name and jurisdiction of formation or organization of...

1004 - Effect of Merger or Consolidation. - (b) When any merger or consolidation shall have become effective...

1005 - Payment of Interest of Dissenting Members. - (b) If a former member and the surviving or resulting...

1006 - Conversion of Partnership or Limited Partnership to Limited Liability Company. - (b) A partnership or limited partnership may be converted to...

1007 - Effect of Conversion. - (b) When a conversion takes effect: (i) all property, real...

Article 11 - Miscellaneous

1101 - Fees. - (a) For the reservation of a limited liability company name...

1102 - Records. - (1) if the limited liability company is managed by a...

1103 - Transactions of Business Outside the State. - (b) The provisions of this chapter shall determine the rights...

1104 - Limited Liability Companies Prohibited From Interposing Defense of Usury. - (b) The provisions of subdivision (a) of this section shall...

1105 - Limited Liability Geology Company. - (1) the names and residence addresses of all individuals who...

Article 12 - Professional Service Limited Liability Companies

1201 - Definitions. - (a) "Licensing authority" means the regents of the university of...

1202 - Limited Liability Companies Organized Under Other Provisions of Law. - § 1202. Limited liability companies organized under other provisions of...

1203 - Formation. - (b) The articles of organization of a professional service limited...

1204 - Rendering of Professional Service. - (b) Each final plan and report made or issued by...

1205 - Professional Relationships and Liabilities. - (b) Each shareholder, director, officer, employee, member, manager, partner and...

1206 - Purposes of Formation. - § 1206. Purposes of formation. No professional service limited liability...

1207 - Membership of Professional Service Limited Liability Companies. - (1) A professional, other than a foreign professional service corporation,...

1208 - § 1208. (Reserved)

1209 - Disqualification of Members, Managers and Employees. - § 1209. Disqualification of members, managers and employees. If any...

1210 - Death, Disqualification or Dissolution of Members. - (b) Notwithstanding the provisions of subdivision (a) of this section,...

1211 - Transfer of a Membership Interest. - (b) Nothing contained in subdivision (a) of this section shall...

1212 - Limited Liability Company Name. - (1) such person's name was part of the name of...

1213 - Limited Liability Company Act Applicable. - § 1213. Limited liability company act applicable. This chapter, except...

1214 - § 1214. (Reserved)

1215 - Regulation of Professions. - § 1215. Regulation of professions. This article shall not repeal,...

1216 - Mergers and Consolidations. - § 1216. Mergers and consolidations. Notwithstanding any inconsistent provision of...

Article 13 - Foreign Professional Service Limited Liability Companies

1301 - Definitions. - (a) "Foreign professional service limited liability company" means a professional...

1302 - Rendering of Professional Service. - (b) Each final plan and report made or issued by...

1303 - Professional Relationships and Liabilities. - (b) Each shareholder, director, officer, employee, member, manager, partner or...

1304 - Foreign Professional Service Limited Liability Company. - § 1304. Foreign professional service limited liability company. No foreign...

1305 - Limited Liability Company Act Applicable. - § 1305. Limited liability company act applicable. Except for the...

1306 - Filing Requirements. - (1) the name of the foreign professional service limited liability...

1307 - § 1307. (Reserved)

1308 - Regulation of Professions. - (b) A foreign professional service limited liability company, other than...

1309 - Licensing of Individuals. - § 1309. Licensing of individuals. No member, manager or employee...

Article 14 - Savings Clauses; Effective Dates

1401 - Severability. - § 1401. Severability. If any provision of this chapter or...

1402 - Statutory Construction; References. - (b) Headings to sections are supplied in this chapter for...

1403 - Effective Date. - § 1403. Effective date. This chapter shall take effect on...

<< Previous

Next >>

New York Laws LLC - Limited Liability Company Law

New York Laws
LLC - Limited Liability Company Law