Title LLC, Limited Liability Company Law

§ 209. Filing with the department of state. A signed articles of\norganization and any signed certificate of amendment or other\ncertificates filed pursuant to this chapter or of any judicial decree of\namendment or cancellation shall be delivered to the department of state.\nIf…

§ 210. Liability for false statement in articles or certificates. (a)\nIf any articles of organization, certificate of amendment or other\ncertificate filed pursuant to this chapter contains a materially false\nstatement, one who suffers loss by reasonable reliance on the statem…

§ 211. Amendment of articles of organization. (a) A limited liability\ncompany may amend its articles of organization, from time to time, in\nany and as many respects as may be desired by (i) preparing a\ncertificate of amendment, entitled "Certificate of amendment of the\nartic…

§ 211-A. Certificate of change. (a) A limited liability company may\namend its articles of organization from time to time to (i) specify or\nchange the location of the limited liability company's office; (ii)\nspecify or change the post office address to which the secretary of\n…

§ 212. Certificate of correction. The articles of organization, any\ncertificate or any other instrument relating to a domestic or foreign\nlimited liability company filed with the department of state under this\nchapter may be corrected with respect to any informality or error\…

§ 213. Authorization of amendment of articles of organization. (a)\nExcept as provided in the operating agreement, an amendment of the\narticles of organization shall be authorized by at least a majority in\ninterest of the members entitled to vote thereon.\n (b) Notwithstanding…

§ 214. Restated articles of organization. (a) A limited liability\ncompany may at any time, and from time to time, restate in a single\ninstrument entitled "Restated Articles of Organization of ....(name of\nlimited liability company) under section two hundred fourteen of the\nL…

* § 215. Beneficial ownership disclosure. (a) When filing the articles\nof organization pursuant to section two hundred three of this article or\nfiling an amendment of the articles of organization pursuant to section\ntwo hundred eleven of this article, the reporting company sh…

§ 301. Statutory designation of secretary of state as agent for\nservice of process. (a) The secretary of state shall be the agent of\nevery domestic limited liability company that has filed with the\ndepartment of state articles of organization making such designation and\never…

301-A. Resignation for receipt of process. (a) The party (or his/her\nlegal representative) whose post office address has been supplied by a\ndomestic limited liability company or foreign limited liability company\nas its address for process may resign. A certificate entitled\n"…

§ 301-b. Electronic service of process. The secretary of state shall\nadvise any limited liability company subject to the laws of this chapter\nin prominent written form as follows: (a) electronic service of process\nauthorized by the provisions of this chapter is an optional pr…

§ 302. Registered agent for service of process. (a) In addition to the\ndesignation of the secretary of state, each domestic limited liability\ncompany or authorized foreign limited liability company may designate a\nregistered agent upon whom process against the limited liabili…

§ 303. Service of process on limited liability companies. (a)\n* Service of process on the secretary of state as agent of a domestic\nlimited liability company or authorized foreign limited liability\ncompany shall be made in the manner provided by paragraph one or two of\nthis …

§ 304. Service of process on unauthorized foreign limited liability\ncompanies. (a) In any case in which a non-domiciliary would be subject\nto the personal or other jurisdiction of the courts of this state under\narticle three of the civil practice law and rules, a foreign limi…

§ 305. Records of process served on the secretary of state. The\nsecretary of state shall keep a record of each process served upon the\nsecretary of state under this chapter, including the date of such\nservice and the action of the secretary of state with reference thereto.\n…

§ 401. Management of the limited liability company by members. (a)\nUnless the articles of organization provides for management of the\nlimited liability company by a manager or managers or a class or classes\nof managers, management of the limited liability company shall be ves…

§ 402. Voting rights of members. (a) Except as provided in the\noperating agreement, in managing the affairs of the limited liability\ncompany, electing managers or voting on any other matter that requires\nthe vote at a meeting of the members pursuant to this chapter, the\narti…

§ 403. Meetings of members. Except as provided in the operating\nagreement, a limited liability company shall hold meetings of members\nannually. Meetings of members may be held at a place, either within or\noutside this state, as may be fixed by or in accordance with the\nopera…

§ 404. Quorum of members. (a) Except as provided in the operating\nagreement, a majority in interest of the members entitled to vote shall\nconstitute a quorum at a meeting of members for the transaction of any\nbusiness, provided that when a specified item of business is requir…

§ 405. Notice of meetings of members. (a) Except as provided in the\noperating agreement, whenever under the provisions of this chapter\nmembers are required or permitted to take any action by vote at a\nmeeting, written notice shall be given stating the place, date and hour\nof…

§ 406. Waiver of notice. Except as provided in the operating\nagreement, notice of meeting need not be given to any member who submits\na signed waiver of notice, in person or by proxy, whether before or\nafter the meeting. The attendance of any member at a meeting, in person\no…

§ 407. Action by members without a meeting. (a) Whenever under this\nchapter members of a limited liability company are required or permitted\nto take any action by vote, except as provided in the operating\nagreement, such action may be taken without a meeting, without prior\nn…

§ 408. Management by managers. (a) If the articles of organization\nprovides that the management of the limited liability company shall be\nvested in a manager or managers or class or classes of managers, then\nthe management of the limited liability company shall be vested in o…

§ 409. Duties of managers. (a) A manager shall perform his or her\nduties as a manager, including his or her duties as a member of any\nclass of managers, in good faith and with that degree of care that an\nordinarily prudent person in a like position would use under similar\nci…

§ 410. Qualification of managers. (a) Unless otherwise provided in the\noperating agreement, a manager may, but need not, be a member of the\nlimited liability company.\n (b) The operating agreement may prescribe qualifications for managers.\n

§ 411. Interested managers. (a) No contract or other transaction\nbetween a limited liability company and one or more of its managers, or\nbetween a limited liability company and any other limited liability\ncompany or other business entity in which one or more of its managers\n…

§ 412. Agency of members or managers. (a) Unless the articles of\norganization of a limited liability company provide that management\nshall be vested in a manager or managers, every member is an agent of\nthe limited liability company for the purpose of its business, and the\na…

§ 413. Election and term of managers. (a) Except as provided in the\noperating agreement, if the articles of organization provides that\nmanagement shall be vested in one or more managers, the members shall\nvote in accordance with section four hundred two of this article to\nde…

§ 414. Removal or replacement of managers. Except as provided in the\noperating agreement, any or all managers of a limited liability company\nmay be removed or replaced with or without cause by a vote of a majority\nin interest of the members entitled to vote thereon.\n

§ 415. Resignation of managers. Except as provided in the operating\nagreement, a manager may resign at any time by giving written notice to\nthe limited liability company; provided, however, that if the\nresignation violates any provision contained in the operating agreement\no…

§ 416. Vacancies. (a) Except as provided in the operating agreement,\nif management of the limited liability company is vested in a group of\nmanagers, any vacancies occurring in such group may be filled by the\nvote of a majority in interest of the members entitled to vote ther…

§ 417. Operating agreement. (a) Subject to the provisions of this\nchapter, the members of a limited liability company shall adopt a\nwritten operating agreement that contains any provisions not\ninconsistent with law or its articles of organization relating to (i)\nthe business…

§ 418. Classes and voting of members. (a) The articles of organization\nof a limited liability company may provide for classes or groups of\nmembers having such relative rights, powers, preferences and limitations\nas the operating agreement of such limited liability company may…

§ 419. Classes and voting of managers. (a) The articles of\norganization of a limited liability company may provide for classes or\ngroups of managers having such relative rights, powers, preferences and\nlimitations as the operating agreement may provide. The articles of\norgan…

§ 420. Indemnification. Subject to the standards and restrictions, if\nany, set forth in its operating agreement, a limited liability company\nmay, and shall have the power to, indemnify and hold harmless, and\nadvance expenses to, any member, manager or other person, or any\nte…

§ 501. Form of capital contributions. The contribution of a member to\nthe capital of a limited liability company may be in cash, property or\nservices rendered or a promissory note or other obligation to contribute\ncash or property or to render services, or any combination of …

§ 502. Liability for contributions. (a) Except as provided in the\noperating agreement, a member is obligated to the limited liability\ncompany to perform any promise to contribute cash or property or to\nperform services that is otherwise enforceable in accordance with\napplica…

§ 503. Sharing of profits and losses. The profits and losses of a\nlimited liability company shall be allocated among the members, and\namong the classes of members, if any, in the manner provided in the\noperating agreement. If the operating agreement does not so provide,\nprof…

§ 504. Sharing of distributions. Distributions of cash or other assets\nof a limited liability company shall be allocated among the members, and\namong classes of members, if any, in the manner provided in the\noperating agreement, which may, among other things, establish record…

§ 505. Distributions in kind. (a) Except as provided in the operating\nagreement, a member, regardless of the nature of his or her\ncontribution, has no right to demand and receive any distribution from\nthe limited liability company in any form other than cash.\n (b) Except as …

§ 506. Right to distribution. Subject to sections five hundred eight\nand seven hundred four of this chapter, at the time a member becomes\nentitled to receive a distribution, such member has the status of, and\nis entitled to all remedies available to, a creditor of the limited…

§ 507. Interim distributions. Except as provided in this chapter, to\nthe extent and at the times or upon the happening of events specified in\nthe operating agreement, a member is entitled to receive distributions\nfrom a limited liability company before his or her withdrawal f…

§ 508. Limitations on distributions. (a) A limited liability company\nshall not make a distribution to a member to the extent that, at the\ntime of the distribution, after giving effect to the distribution, all\nliabilities of the limited liability company, other than liabilitie…

§ 509. Distribution upon withdrawal. Except as provided in this\nchapter, upon withdrawal as a member of the limited liability company,\nany withdrawing member is entitled to receive any distribution to which\nhe or she is entitled under the operating agreement and, if not\nothe…

§ 601. Nature of membership interest. A membership interest in the\nlimited liability company is personal property. A member has no interest\nin specific property of the limited liability company.\n

§ 602. Admission of members. (a) A person becomes a member of a\nlimited liability company on the later of:\n (1) the effective date of the initial articles of organization; or\n (2) the date as of which the person becomes a member pursuant to this\nsection or the operating agre…

§ 603. Assignment of membership interest. (a) Except as provided in\nthe operating agreement,\n (1) a membership interest is assignable in whole or in part;\n (2) an assignment of a membership interest does not dissolve a limited\nliability company or entitle the assignee to par…

§ 604. Rights of assignee to become a member. (a) Except as provided\nin the operating agreement, an assignee of a membership interest may not\nbecome a member without the vote or written consent of at least a\nmajority in interest of the members, other than the member who assig…

§ 605. Liability upon assignment. Whether or not an assignee of a\nmembership interest becomes a member, the assignor of a membership\ninterest is not released from any liability under this chapter or the\noperating agreement, except liabilities that arise after the\neffectivene…

§ 606. Withdrawal of a member. (a) A member may withdraw as a member\nof a limited liability company only at the time or upon the happening of\nevents specified in the operating agreement and in accordance with the\noperating agreement. Notwithstanding anything to the contrary u…