Title LLC, Limited Liability Company Law

§ 1001. Merger or consolidation. (a) As used in this article, "merger"\nmeans a procedure in which two or more limited liability companies or\nother business entities merge into a single limited liability company or\nother business entity that shall be one of the constituent lim…

§ 1002. Procedures for merger or consolidation. (a) In connection with\na merger or consolidation under this chapter, rights or securities of,\nor interests in, a limited liability company or other business entity\nthat is a constituent party to the merger or consolidation may b…

§ 1003. Certificate of merger or consolidation; contents. (a) After\napproval of the agreement of merger or consolidation by each domestic\nlimited liability company or other business entity merging or\nconsolidating under this article, unless the merger or consolidation is\nter…

§ 1004. Effect of merger or consolidation. (a) When any merger or\nconsolidation shall have become effective under this chapter, for all\npurposes of the laws of this state, all of the rights, privileges,\nimmunities, powers and purposes of each of the domestic limited\nliabilit…

§ 1005. Payment of interest of dissenting members. (a) Within ten days\nafter the occurrence of an event described in section ten hundred two of\nthis article, the surviving or resulting domestic limited liability\ncompany or other business entity shall send to each dissenting f…

§ 1006. Conversion of partnership or limited partnership to limited\nliability company. (a) As used in this article, unless the context\notherwise requires, the term, "limited partnership" means a limited\npartnership formed under the laws of this state; and the terms "general\n…

§ 1007. Effect of conversion. (a) A partnership or limited partnership\nthat has been converted pursuant to this chapter is for all purposes the\nsame entity that existed before the conversion.\n (b) When a conversion takes effect:\n (i) all property, real and personal, tangible…

§ 101. Short title. This chapter shall be known as the "New York\nLimited Liability Company Law."\n

§ 102. Definitions. (a) "Articles of organization" means the articles\nof organization filed with the department of state for the purpose of\nforming a limited liability company pursuant to section two hundred\nthree of this chapter, as amended or restated pursuant to section tw…

§ 1101. Fees. Except as otherwise provided, the department of state\nshall collect the following fees pursuant to this chapter:\n (a) For the reservation of a limited liability company name pursuant\nto section two hundred five of this chapter, twenty dollars.\n (b) For the chan…

§ 1102. Records. (a) Each domestic limited liability company shall\nmaintain the following records, which may, but need not, be maintained\nin this state:\n (1) if the limited liability company is managed by a manager or\nmanagers, a current list of the full name set forth in al…

§ 1103. Transactions of business outside the state. (a) It is the\nintention of the legislature by the enactment of this chapter that the\nlegal existence of a limited liability company formed under this chapter\nbe recognized beyond the limits of this state and that, subject to…

§ 1104. Limited liability companies prohibited from interposing\ndefense of usury. (a) No domestic or foreign limited liability company\nshall hereafter interpose the defense of usury in any action.\n (b) The provisions of subdivision (a) of this section shall not apply\nto a do…

§ 1105. Limited liability geology company. (a) Prior to the first day\nof March, two thousand nineteen, the state education department and the\ndepartment of state shall allow an existing limited liability company\norganized under article two of this chapter to become a professi…

§ 1106. Definitions. For the purposes of this section and sections\neleven hundred seven and eleven hundred eight of this article:\n (a) "Beneficial owner" shall have the same meaning as defined in 31\nU.S.C. § 5336(a)(3), as amended, and any regulations promulgated\nthereunder.…

§ 1107. Beneficial ownership disclosure. (a) All reporting companies\nshall file with the department of state a beneficial ownership\ndisclosure in such form and manner as directed by the department of\nstate, identifying each beneficial owner of the reporting company and\neach …

§ 1108. Violations and Penalties. (a) (1) A reporting company which\nhas failed to file its beneficial ownership disclosure, attestation of\nexemption, or annual statement as required by this article for a period\nexceeding thirty days shall be shown to be past due on the record…

§ 1201. Definitions. As used in this article, unless the context\notherwise requires, the term:\n (a) "Licensing authority" means the regents of the university of the\nstate of New York or the state education department, as the case may be,\nin the case of all professions licens…

§ 1202. Limited liability companies organized under other provisions\nof law. The provisions of this article shall not apply to limited\nliability companies heretofore or hereafter duly formed under any other\nprovision of law.\n

§ 1203. Formation. (a) Notwithstanding the education law or any other\nprovision of law, one or more professionals each of whom is authorized\nby law to render a professional service within the state, or one or more\nprofessionals, at least one of whom is authorized by law to re…

§ 1204. Rendering of professional service. (a) No professional service\nlimited liability company may render a professional service except\nthrough individuals authorized by law to render such professional\nservice, as individuals, provided, that nothing in this chapter shall\na…

§ 1205. Professional relationships and liabilities. (a) Each member,\nmanager, employee or agent of a professional service limited liability\ncompany shall be personally and fully liable and accountable for any\nnegligent or wrongful act or misconduct committed by him or her or …

§ 1206. Purposes of formation. No professional service limited\nliability company shall engage in any profession or professions other\nthan those set forth in its articles of organization. A professional\nservice limited liability company may only engage in a profession or\nprof…

§ 1207. Membership of professional service limited liability\ncompanies. (a) A member of a professional service limited liability\ncompany shall be only:\n (1) A professional, other than a foreign professional service\ncorporation, foreign professional service limited liability …

§ 1209. Disqualification of members, managers and employees. If any\nmember, manager or employee of a professional service limited liability\ncompany who has been rendering professional service to the public\nbecomes legally disqualified to practice his, her or its profession\nw…

§ 1210. Death, disqualification or dissolution of members. (a) A\nprofessional service limited liability company shall purchase or redeem\nthe membership interest of a member in case of such member's death or\ndisqualification pursuant to the provisions of section twelve hundred…

§ 1211. Transfer of a membership interest. (a) No member of a\nprofessional service limited liability company may sell or assign his,\nher or its membership interest in such limited liability company except\nto another professional eligible to become a member of such limited\nli…

§ 1212. Limited liability company name. (a) Notwithstanding any other\nprovision of law, the name of a professional service limited liability\ncompany may contain any word that, at the time of formation, could be\nused in the name of a partnership or professional service corpora…

§ 1213. Limited liability company act applicable. This chapter, except\narticle eight and article thirteen, shall be applicable to a\nprofessional service limited liability company except to the extent that\nthe provisions thereof conflict with this article. A professional\nserv…

§ 1215. Regulation of professions. This article shall not repeal,\nmodify or restrict any provision of the education law or the judiciary\nlaw or any rules or regulations adopted thereunder regulating the\nprofessions referred to in the education law or the judiciary law except\…

§ 1216. Mergers and consolidations. Notwithstanding any inconsistent\nprovision of this article, a professional service limited liability\ncompany, pursuant to the provisions of article ten of this chapter, may\nbe merged or consolidated with another limited liability company fo…

§ 1301. Definitions. As used in this article, unless the context\notherwise requires, the term:\n (a) "Foreign professional service limited liability company" means a\nprofessional service limited liability company, whether or not\ndenominated as such, organized under the laws o…

§ 1302. Rendering of professional service. (a) No foreign professional\nservice limited liability company may render a professional service in\nthis state except through individuals authorized by law to render such\nprofessional service as individuals in this state.\n (b) Each f…

§ 1303. Professional relationships and liabilities. (a) Each member,\nmanager, employee or agent of a foreign professional service limited\nliability company who performs professional services in this state on\nbehalf of such limited liability company shall be personally and ful…

§ 1304. Foreign professional service limited liability company. No\nforeign professional service limited liability company shall engage in\nany profession or carry on, or conduct or transact any other business or\nactivities in this state other than the rendering of the professi…

§ 1305. Limited liability company act applicable. Except for the\nprovisions of sections eight hundred two and eight hundred nine of this\nchapter, this chapter shall be applicable to a foreign professional\nservice limited liability company to the extent that the provisions\nth…

§ 1306. Filing requirements. (a) A foreign professional service\nlimited liability company may apply for authority to do business in this\nstate. An application entitled "Application for authority of... (name\nof limited liability company) under section thirteen hundred six of t…

§ 1308. Regulation of professions. (a) This article shall not repeal,\nmodify or restrict any provision of the education law or the judiciary\nlaw or any rules or regulations adopted thereunder regulating the\nprofessions referred to in the education law or the judiciary law exc…

§ 1309. Licensing of individuals. No member, manager or employee of a\nforeign professional service limited liability company who is an\nindividual shall practice his or her profession in this state unless\nsuch individual is duly licensed to practice such profession in this\nst…

§ 1401. Severability. If any provision of this chapter or application\nthereof to any person or circumstances is held invalid, such invalidity\nshall not affect other provisions or applications of this chapter that\ncan be given effect without the invalid provision or applicatio…

§ 1402. Statutory construction; references. (a) Unless otherwise\nstated, all references in this chapter to articles or sections refer to\nthe articles or sections of this chapter, and all references in any\nsection of this chapter to a lettered or numbered subdivision refer to\…

§ 1403. Effective date. This chapter shall take effect on the\nninetieth day after it shall have become a law.\n

§ 201. Purpose. A limited liability company may be formed under this\nchapter for any lawful business purpose or purposes except to do in this\nstate any business for which another statute specifically requires some\nother business entity or natural person to be formed or used f…

§ 202. Powers. Unless the articles of organization provide otherwise\nand subject to any limitations provided in this chapter or any other law\nof this state, a limited liability company may:\n (a) sue or be sued, or institute, participate in or defend any action\nor proceeding,…

§ 203. Formation. (a) One or more persons may act as an organizer or\norganizers to form a limited liability company by (i) preparing the\narticles of organization of such limited liability company in accordance\nwith subdivision (e) of this section, (ii) executing such articles…

§ 204. Limited liability company name. The name of each limited\nliability company as set forth in its articles of organization:\n (a) shall contain without abbreviation the words "Limited Liability\nCompany" or the abbreviation "L.L.C." or "LLC";\n (b) (1) shall be such as to d…

§ 205. Reservation of name. (a) Subject to section two hundred four of\nthis article, the exclusive right to the use of a name may be reserved\nby:\n (1) any person intending to form or cause the formation of a domestic\nlimited liability company under this chapter;\n (2) any do…

§ 206. Affidavits of publication. (a) Within one hundred twenty days\nafter the effectiveness of the initial articles of organization as\ndetermined pursuant to subdivision (d) of section two hundred three of\nthis article, a copy of the same or a notice containing the substance…

§ 207. Execution of articles or certificates. (a) Each article or\ncertificate required by this chapter to be filed with the department of\nstate shall be executed in the following manner:\n (1) the initial articles of organization must be signed by an\norganizer or organizers o…

§ 208. Execution, amendment or cancellation by judicial act. If a\nperson required by section two hundred seven of this article to execute\narticles or a certificate fails or refuses to do so, any member or any\npermitted assignee of a membership interest who is adversely affect…