Title LLC, Limited Liability Company Law

§ 607. Rights of creditors of members. (a) On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member with payment of the unsatisfied amount of the judgment with interest. To the extent so …

§ 608. Powers of estate of a deceased or incompetent member. If a member who is a natural person dies or a court of competent jurisdiction adjudges him or her to be incompetent to manage his or her person or his or her property, the member's executor, administrator, guardian, co…

§ 609. Liability of members, managers and agents. (a) Neither a member of a limited liability company, a manager of a limited liability company managed by a manager or managers nor an agent of a limited liability company (including a person having more than one such capacity) is…

§ 610. Parties to actions. A member of a limited liability company is not a proper party to proceedings by or against a limited liability company, except where the object is to enforce a member's right against or liability to the limited liability company.

§ 611. Business transactions of a member with the limited liability company. Except as may be provided in the operating agreement, a member may lend money to, borrow money from, act as a guarantor or surety for, provide collateral for the obligations of and transact other busine…

§ 701. Dissolution. (a) A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) the latest date on which the limited liability company is to dissolve, if any, provided in the articles of organization, or the time s…

§ 702. Judicial dissolution. On application by or for a member, the supreme court in the judicial district in which the office of the limited liability company is located may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on …

§ 703. Winding up. (a) In the event of a dissolution of a limited liability company, except for a dissolution pursuant to section seven hundred two of this article, unless otherwise provided in the operating agreement, the members may wind up the limited liability company's affa…

§ 704. Distribution of assets. Upon the winding up of a limited liability company, the assets shall be distributed as follows: (a) to creditors, including members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited liability company, …

§ 705. Articles of dissolution. (a) Within ninety days following the dissolution and the commencement of winding up of the limited liability company, or at any other time after the expiration of the time period for continuation of the limited liability company without the agreem…

§ 801. Governing law. Subject to the constitution of this state: (a) the laws of the jurisdiction under which a foreign limited liability company is formed govern its organization and internal affairs and the liability of its members and managers; and (b) a foreign limited liabi…

§ 802. Application for authority. (a) Before doing business in this state, a foreign limited liability company shall apply for authority to do business in this state by submitting to the department of state (i) a certificate of existence or, if no such certificate is issued by t…

§ 803. Activities not constituting doing business. (a) Without excluding other activities that may not constitute doing business in this state, a foreign limited liability company shall not be considered to be doing business in this state for the purposes of this chapter, by rea…

§ 804. Amendments to application for authority. (a) A foreign limited liability company may amend its application for authority from time to time if the amendments contain only such provisions as might be lawfully contained in an application for authority at the time of making s…

§ 804-A. Certificate of change. (a) A foreign limited liability company may amend its application for authority from time to time to (i) specify or change the location of the limited liability company's office; (ii) specify or change the post office address to which the secretar…

§ 805. Issuance of certificate of authority; effect. (a) Upon filing with the department of state of the application for authority, the department of state shall issue a filing receipt entitled "Certificate of authority of... (name of foreign limited liability company) under sec…

§ 806. Surrender of certificate of authority. (a) A foreign limited liability company may surrender its certificate of authority by filing with the department of state a certificate entitled "Certificate of surrender of authority of... (name of foreign limited liability company)…

§ 807. Termination of existence. When a foreign limited liability company that has received a certificate of authority is dissolved or its authority to conduct its business or existence is otherwise terminated or canceled in the jurisdiction of its formation or when such foreign…

§ 808. Doing business without certificate of authority. (a) A foreign limited liability company doing business in this state without having received a certificate of authority to do business in this state may not maintain any action, suit or special proceeding in any court of th…

§ 809. Action by attorney general. The attorney general shall, upon his or her own motion or upon the motion of proper parties, bring an action to restrain a foreign limited liability company without a certificate of authority from doing any business in this state in violation o…

* § 810. Beneficial ownership disclosure. (a) When filing the application for authority pursuant to section eight hundred two of this article or filing any amendments to an application for authority pursuant to section eight hundred four of this article, a reporting company shal…