Title LLC, Limited Liability Company Law

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

§ 608. Powers of estate of a deceased or incompetent member. If a\nmember who is a natural person dies or a court of competent jurisdiction\nadjudges him or her to be incompetent to manage his or her person or his\nor her property, the member's executor, administrator, guardian,…

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

§ 610. Parties to actions. A member of a limited liability company is\nnot a proper party to proceedings by or against a limited liability\ncompany, except where the object is to enforce a member's right against\nor liability to the limited liability company.\n

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

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

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

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

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

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

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

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

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

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

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

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

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

§ 807. Termination of existence. When a foreign limited liability\ncompany that has received a certificate of authority is dissolved or its\nauthority to conduct its business or existence is otherwise terminated\nor canceled in the jurisdiction of its formation or when such fore…

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

§ 809. Action by attorney general. The attorney general shall, upon\nhis or her own motion or upon the motion of proper parties, bring an\naction to restrain a foreign limited liability company without a\ncertificate of authority from doing any business in this state in\nviolati…

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