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0 chapters · 121 sections in this title.
N.Y. Limited Liability Company Law § 209 Filing with the department of state
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§ 209. Filing with the department of state. A signed articles of organization and any signed certificate of amendment or other certificates filed pursuant to this chapter or of any judicial decree of amendment or cancellation shall be delivered to the department of state. If the…
N.Y. Limited Liability Company Law § 210 Liability for false statement in articles or certificates
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§ 210. Liability for false statement in articles or certificates. (a) If any articles of organization, certificate of amendment or other certificate filed pursuant to this chapter contains a materially false statement, one who suffers loss by reasonable reliance on the statement…
N.Y. Limited Liability Company Law § 211 Amendment of articles of organization
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§ 211. Amendment of articles of organization. (a) A limited liability company may amend its articles of organization, from time to time, in any and as many respects as may be desired by (i) preparing a certificate of amendment, entitled "Certificate of amendment of the articles …
N.Y. Limited Liability Company Law § 211-A Certificate of change
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§ 211-A. Certificate of change. (a) A limited liability company may amend its articles of organization 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 secretary of stat…
N.Y. Limited Liability Company Law § 212 Certificate of correction
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§ 212. Certificate of correction. The articles of organization, any certificate or any other instrument relating to a domestic or foreign limited liability company filed with the department of state under this chapter may be corrected with respect to any informality or error app…
N.Y. Limited Liability Company Law § 213 Authorization of amendment of articles of organization
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§ 213. Authorization of amendment of articles of organization. (a) Except as provided in the operating agreement, an amendment of the articles of organization shall be authorized by at least a majority in interest of the members entitled to vote thereon. (b) Notwithstanding subd…
N.Y. Limited Liability Company Law § 214 Restated articles of organization
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§ 214. Restated articles of organization. (a) A limited liability company may at any time, and from time to time, restate in a single instrument entitled "Restated Articles of Organization of ....(name of limited liability company) under section two hundred fourteen of the Limit…
N.Y. Limited Liability Company Law § 215 Beneficial ownership disclosure
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* § 215. Beneficial ownership disclosure. (a) When filing the articles of organization pursuant to section two hundred three of this article or filing an amendment of the articles of organization pursuant to section two hundred eleven of this article, the reporting company shall…
N.Y. Limited Liability Company Law § 301 Statutory designation of secretary of state as agent for service of process
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§ 301. Statutory designation of secretary of state as agent for service of process. (a) The secretary of state shall be the agent of every domestic limited liability company that has filed with the department of state articles of organization making such designation and every fo…
N.Y. Limited Liability Company Law § 301-A Resignation for receipt of process
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301-A. Resignation for receipt of process. (a) The party (or his/her legal representative) whose post office address has been supplied by a domestic limited liability company or foreign limited liability company as its address for process may resign. A certificate entitled "Cert…
N.Y. Limited Liability Company Law § 301-B Electronic service of process
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§ 301-b. Electronic service of process. The secretary of state shall advise any limited liability company subject to the laws of this chapter in prominent written form as follows: (a) electronic service of process authorized by the provisions of this chapter is an optional progr…
N.Y. Limited Liability Company Law § 302 Registered agent for service of process
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§ 302. Registered agent for service of process. (a) In addition to the designation of the secretary of state, each domestic limited liability company or authorized foreign limited liability company may designate a registered agent upon whom process against the limited liability …
N.Y. Limited Liability Company Law § 303 Service of process on limited liability companies
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§ 303. Service of process on limited liability companies. (a) * Service of process on the secretary of state as agent of a domestic limited liability company or authorized foreign limited liability company shall be made in the manner provided by paragraph one or two of this subd…
N.Y. Limited Liability Company Law § 304 Service of process on unauthorized foreign limited liability companies
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§ 304. Service of process on unauthorized foreign limited liability companies. (a) In any case in which a non-domiciliary would be subject to the personal or other jurisdiction of the courts of this state under article three of the civil practice law and rules, a foreign limited…
N.Y. Limited Liability Company Law § 305 Records of process served on the secretary of state
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§ 305. Records of process served on the secretary of state. The secretary of state shall keep a record of each process served upon the secretary of state under this chapter, including the date of such service and the action of the secretary of state with reference thereto.
N.Y. Limited Liability Company Law § 401 Management of the limited liability company by members
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§ 401. Management of the limited liability company by members. (a) Unless the articles of organization provides for management of the limited liability company by a manager or managers or a class or classes of managers, management of the limited liability company shall be vested…
N.Y. Limited Liability Company Law § 402 Voting rights of members
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§ 402. Voting rights of members. (a) Except as provided in the operating agreement, in managing the affairs of the limited liability company, electing managers or voting on any other matter that requires the vote at a meeting of the members pursuant to this chapter, the articles…
N.Y. Limited Liability Company Law § 403 Meetings of members
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§ 403. Meetings of members. Except as provided in the operating agreement, a limited liability company shall hold meetings of members annually. Meetings of members may be held at a place, either within or outside this state, as may be fixed by or in accordance with the operating…
N.Y. Limited Liability Company Law § 404 Quorum of members
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§ 404. Quorum of members. (a) Except as provided in the operating agreement, a majority in interest of the members entitled to vote shall constitute a quorum at a meeting of members for the transaction of any business, provided that when a specified item of business is required …
N.Y. Limited Liability Company Law § 405 Notice of meetings of members
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§ 405. Notice of meetings of members. (a) Except as provided in the operating agreement, whenever under the provisions of this chapter members are required or permitted to take any action by vote at a meeting, written notice shall be given stating the place, date and hour of the…
N.Y. Limited Liability Company Law § 406 Waiver of notice
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§ 406. Waiver of notice. Except as provided in the operating agreement, notice of meeting need not be given to any member who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any member at a meeting, in person or by…
N.Y. Limited Liability Company Law § 407 Action by members without a meeting
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§ 407. Action by members without a meeting. (a) Whenever under this chapter members of a limited liability company are required or permitted to take any action by vote, except as provided in the operating agreement, such action may be taken without a meeting, without prior notic…
N.Y. Limited Liability Company Law § 408 Management by managers
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§ 408. Management by managers. (a) If the articles of organization provides that the management of the limited liability company shall be vested in a manager or managers or class or classes of managers, then the management of the limited liability company shall be vested in one …
N.Y. Limited Liability Company Law § 409 Duties of managers
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§ 409. Duties of managers. (a) A manager shall perform his or her duties as a manager, including his or her duties as a member of any class of managers, in good faith and with that degree of care that an ordinarily prudent person in a like position would use under similar circum…
N.Y. Limited Liability Company Law § 410 Qualification of managers
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§ 410. Qualification of managers. (a) Unless otherwise provided in the operating agreement, a manager may, but need not, be a member of the limited liability company. (b) The operating agreement may prescribe qualifications for managers.
N.Y. Limited Liability Company Law § 411 Interested managers
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§ 411. Interested managers. (a) No contract or other transaction between a limited liability company and one or more of its managers, or between a limited liability company and any other limited liability company or other business entity in which one or more of its managers are …
N.Y. Limited Liability Company Law § 412 Agency of members or managers
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§ 412. Agency of members or managers. (a) Unless the articles of organization of a limited liability company provide that management shall be vested in a manager or managers, every member is an agent of the limited liability company for the purpose of its business, and the act o…
N.Y. Limited Liability Company Law § 413 Election and term of managers
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§ 413. Election and term of managers. (a) Except as provided in the operating agreement, if the articles of organization provides that management shall be vested in one or more managers, the members shall vote in accordance with section four hundred two of this article to design…
N.Y. Limited Liability Company Law § 414 Removal or replacement of managers
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§ 414. Removal or replacement of managers. Except as provided in the operating agreement, any or all managers of a limited liability company may be removed or replaced with or without cause by a vote of a majority in interest of the members entitled to vote thereon.
N.Y. Limited Liability Company Law § 415 Resignation of managers
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§ 415. Resignation of managers. Except as provided in the operating agreement, a manager may resign at any time by giving written notice to the limited liability company; provided, however, that if the resignation violates any provision contained in the operating agreement or th…
N.Y. Limited Liability Company Law § 416 Vacancies
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§ 416. Vacancies. (a) Except as provided in the operating agreement, if management of the limited liability company is vested in a group of managers, any vacancies occurring in such group may be filled by the vote of a majority in interest of the members entitled to vote thereon…
N.Y. Limited Liability Company Law § 417 Operating agreement
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§ 417. Operating agreement. (a) Subject to the provisions of this chapter, the members of a limited liability company shall adopt a written operating agreement that contains any provisions not inconsistent with law or its articles of organization relating to (i) the business of …
N.Y. Limited Liability Company Law § 418 Classes and voting of members
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§ 418. Classes and voting of members. (a) The articles of organization of a limited liability company may provide for classes or groups of members having such relative rights, powers, preferences and limitations as the operating agreement of such limited liability company may pr…
N.Y. Limited Liability Company Law § 419 Classes and voting of managers
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§ 419. Classes and voting of managers. (a) The articles of organization of a limited liability company may provide for classes or groups of managers having such relative rights, powers, preferences and limitations as the operating agreement may provide. The articles of organizat…
N.Y. Limited Liability Company Law § 420 Indemnification
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§ 420. Indemnification. Subject to the standards and restrictions, if any, set forth in its operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless, and advance expenses to, any member, manager or other person, or any testat…
N.Y. Limited Liability Company Law § 501 Form of capital contributions
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§ 501. Form of capital contributions. The contribution of a member to the capital of a limited liability company may be in cash, property or services rendered or a promissory note or other obligation to contribute cash or property or to render services, or any combination of the…
N.Y. Limited Liability Company Law § 502 Liability for contributions
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§ 502. Liability for contributions. (a) Except as provided in the operating agreement, a member is obligated to the limited liability company to perform any promise to contribute cash or property or to perform services that is otherwise enforceable in accordance with applicable …
N.Y. Limited Liability Company Law § 503 Sharing of profits and losses
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§ 503. Sharing of profits and losses. The profits and losses of a limited liability company shall be allocated among the members, and among the classes of members, if any, in the manner provided in the operating agreement. If the operating agreement does not so provide, profits …
N.Y. Limited Liability Company Law § 504 Sharing of distributions
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§ 504. Sharing of distributions. Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes of members, if any, in the manner provided in the operating agreement, which may, among other things, establish record da…
N.Y. Limited Liability Company Law § 505 Distributions in kind
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§ 505. Distributions in kind. (a) Except as provided in the operating agreement, a member, regardless of the nature of his or her contribution, has no right to demand and receive any distribution from the limited liability company in any form other than cash. (b) Except as provi…
N.Y. Limited Liability Company Law § 506 Right to distribution
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§ 506. Right to distribution. Subject to sections five hundred eight and seven hundred four of this chapter, at the time a member becomes entitled to receive a distribution, such member has the status of, and is entitled to all remedies available to, a creditor of the limited li…
N.Y. Limited Liability Company Law § 507 Interim distributions
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§ 507. Interim distributions. Except as provided in this chapter, to the extent and at the times or upon the happening of events specified in the operating agreement, a member is entitled to receive distributions from a limited liability company before his or her withdrawal from…
N.Y. Limited Liability Company Law § 508 Limitations on distributions
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§ 508. Limitations on distributions. (a) A limited liability company shall not make a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities t…
N.Y. Limited Liability Company Law § 509 Distribution upon withdrawal
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§ 509. Distribution upon withdrawal. Except as provided in this chapter, upon withdrawal as a member of the limited liability company, any withdrawing member is entitled to receive any distribution to which he or she is entitled under the operating agreement and, if not otherwis…
N.Y. Limited Liability Company Law § 601 Nature of membership interest
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§ 601. Nature of membership interest. A membership interest in the limited liability company is personal property. A member has no interest in specific property of the limited liability company.
N.Y. Limited Liability Company Law § 602 Admission of members
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§ 602. Admission of members. (a) A person becomes a member of a limited liability company on the later of: (1) the effective date of the initial articles of organization; or (2) the date as of which the person becomes a member pursuant to this section or the operating agreement;…
N.Y. Limited Liability Company Law § 603 Assignment of membership interest
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§ 603. Assignment of membership interest. (a) Except as provided in the operating agreement, (1) a membership interest is assignable in whole or in part; (2) an assignment of a membership interest does not dissolve a limited liability company or entitle the assignee to participa…
N.Y. Limited Liability Company Law § 604 Rights of assignee to become a member
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§ 604. Rights of assignee to become a member. (a) Except as provided in the operating agreement, an assignee of a membership interest may not become a member without the vote or written consent of at least a majority in interest of the members, other than the member who assigned…
N.Y. Limited Liability Company Law § 605 Liability upon assignment
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§ 605. Liability upon assignment. Whether or not an assignee of a membership interest becomes a member, the assignor of a membership interest is not released from any liability under this chapter or the operating agreement, except liabilities that arise after the effectiveness o…
N.Y. Limited Liability Company Law § 606 Withdrawal of a member
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§ 606. Withdrawal of a member. (a) A member may withdraw as a member of a limited liability company only at the time or upon the happening of events specified in the operating agreement and in accordance with the operating agreement. Notwithstanding anything to the contrary unde…