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N.Y. Limited Liability Company Law § 1001 Merger or consolidation
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§ 1001. Merger or consolidation. (a) As used in this article, "merger" means a procedure in which two or more limited liability companies or other business entities merge into a single limited liability company or other business entity that shall be one of the constituent limite…
N.Y. Limited Liability Company Law § 1002 Procedures for merger or consolidation
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§ 1002. Procedures for merger or consolidation. (a) In connection with a merger or consolidation under this chapter, rights or securities of, or interests in, a limited liability company or other business entity that is a constituent party to the merger or consolidation may be e…
N.Y. Limited Liability Company Law § 1003 Certificate of merger or consolidation; contents
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§ 1003. Certificate of merger or consolidation; contents. (a) After approval of the agreement of merger or consolidation by each domestic limited liability company or other business entity merging or consolidating under this article, unless the merger or consolidation is termina…
N.Y. Limited Liability Company Law § 1004 Effect of merger or consolidation
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§ 1004. Effect of merger or consolidation. (a) When any merger or consolidation shall have become effective under this chapter, for all purposes of the laws of this state, all of the rights, privileges, immunities, powers and purposes of each of the domestic limited liability co…
N.Y. Limited Liability Company Law § 1005 Payment of interest of dissenting members
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§ 1005. Payment of interest of dissenting members. (a) Within ten days after the occurrence of an event described in section ten hundred two of this article, the surviving or resulting domestic limited liability company or other business entity shall send to each dissenting form…
N.Y. Limited Liability Company Law § 1006 Conversion of partnership or limited partnership to limited liability company
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§ 1006. Conversion of partnership or limited partnership to limited liability company. (a) As used in this article, unless the context otherwise requires, the term, "limited partnership" means a limited partnership formed under the laws of this state; and the terms "general part…
N.Y. Limited Liability Company Law § 1007 Effect of conversion
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§ 1007. Effect of conversion. (a) A partnership or limited partnership that has been converted pursuant to this chapter is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (i) all property, real and personal, tangible and i…
N.Y. Limited Liability Company Law § 101 Short title
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§ 101. Short title. This chapter shall be known as the "New York Limited Liability Company Law."
N.Y. Limited Liability Company Law § 102 Definitions
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§ 102. Definitions. (a) "Articles of organization" means the articles of organization filed with the department of state for the purpose of forming a limited liability company pursuant to section two hundred three of this chapter, as amended or restated pursuant to section two h…
N.Y. Limited Liability Company Law § 1101 Fees
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§ 1101. Fees. Except as otherwise provided, the department of state shall collect the following fees pursuant to this chapter: (a) For the reservation of a limited liability company name pursuant to section two hundred five of this chapter, twenty dollars. (b) For the change of …
N.Y. Limited Liability Company Law § 1102 Records
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§ 1102. Records. (a) Each domestic limited liability company shall maintain the following records, which may, but need not, be maintained in this state: (1) if the limited liability company is managed by a manager or managers, a current list of the full name set forth in alphabe…
N.Y. Limited Liability Company Law § 1103 Transactions of business outside the state
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§ 1103. Transactions of business outside the state. (a) It is the intention of the legislature by the enactment of this chapter that the legal existence of a limited liability company formed under this chapter be recognized beyond the limits of this state and that, subject to an…
N.Y. Limited Liability Company Law § 1104 Limited liability companies prohibited from interposing defense of usury
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§ 1104. Limited liability companies prohibited from interposing defense of usury. (a) No domestic or foreign limited liability company shall hereafter interpose the defense of usury in any action. (b) The provisions of subdivision (a) of this section shall not apply to a domesti…
N.Y. Limited Liability Company Law § 1105 Limited liability geology company
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§ 1105. Limited liability geology company. (a) Prior to the first day of March, two thousand nineteen, the state education department and the department of state shall allow an existing limited liability company organized under article two of this chapter to become a professiona…
N.Y. Limited Liability Company Law § 1106 Definitions
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§ 1106. Definitions. For the purposes of this section and sections eleven hundred seven and eleven hundred eight of this article: (a) "Beneficial owner" shall have the same meaning as defined in 31 U.S.C. § 5336(a)(3), as amended, and any regulations promulgated thereunder. (b) …
N.Y. Limited Liability Company Law § 1107 Beneficial ownership disclosure
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§ 1107. Beneficial ownership disclosure. (a) All reporting companies shall file with the department of state a beneficial ownership disclosure in such form and manner as directed by the department of state, identifying each beneficial owner of the reporting company and each appl…
N.Y. Limited Liability Company Law § 1108 Violations and Penalties
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§ 1108. Violations and Penalties. (a) (1) A reporting company which has failed to file its beneficial ownership disclosure, attestation of exemption, or annual statement as required by this article for a period exceeding thirty days shall be shown to be past due on the records o…
N.Y. Limited Liability Company Law § 1201 Definitions
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§ 1201. Definitions. As used in this article, unless the context otherwise requires, the term: (a) "Licensing authority" means the regents of the university of the state of New York or the state education department, as the case may be, in the case of all professions licensed un…
N.Y. Limited Liability Company Law § 1202 Limited liability companies organized under other provisions of law
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§ 1202. Limited liability companies organized under other provisions of law. The provisions of this article shall not apply to limited liability companies heretofore or hereafter duly formed under any other provision of law.
N.Y. Limited Liability Company Law § 1203 Formation
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§ 1203. Formation. (a) Notwithstanding the education law or any other provision of law, one or more professionals each of whom is authorized by law to render a professional service within the state, or one or more professionals, at least one of whom is authorized by law to rende…
N.Y. Limited Liability Company Law § 1204 Rendering of professional service
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§ 1204. Rendering of professional service. (a) No professional service limited liability company may render a professional service except through individuals authorized by law to render such professional service, as individuals, provided, that nothing in this chapter shall autho…
N.Y. Limited Liability Company Law § 1205 Professional relationships and liabilities
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§ 1205. Professional relationships and liabilities. (a) Each member, manager, employee or agent of a professional service limited liability company shall be personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by him or her or by …
N.Y. Limited Liability Company Law § 1206 Purposes of formation
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§ 1206. Purposes of formation. No professional service limited liability company shall engage in any profession or professions other than those set forth in its articles of organization. A professional service limited liability company may only engage in a profession or professi…
N.Y. Limited Liability Company Law § 1207 Membership of professional service limited liability companies
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§ 1207. Membership of professional service limited liability companies. (a) A member of a professional service limited liability company shall be only: (1) A professional, other than a foreign professional service corporation, foreign professional service limited liability compa…
N.Y. Limited Liability Company Law § 1209 Disqualification of members, managers and employees
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§ 1209. Disqualification of members, managers and employees. If any member, manager or employee of a professional service limited liability company who has been rendering professional service to the public becomes legally disqualified to practice his, her or its profession withi…
N.Y. Limited Liability Company Law § 1210 Death, disqualification or dissolution of members
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§ 1210. Death, disqualification or dissolution of members. (a) A professional service limited liability company shall purchase or redeem the membership interest of a member in case of such member's death or disqualification pursuant to the provisions of section twelve hundred ni…
N.Y. Limited Liability Company Law § 1211 Transfer of a membership interest
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§ 1211. Transfer of a membership interest. (a) No member of a professional service limited liability company may sell or assign his, her or its membership interest in such limited liability company except to another professional eligible to become a member of such limited liabil…
N.Y. Limited Liability Company Law § 1212 Limited liability company name
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§ 1212. Limited liability company name. (a) Notwithstanding any other provision of law, the name of a professional service limited liability company may contain any word that, at the time of formation, could be used in the name of a partnership or professional service corporatio…
N.Y. Limited Liability Company Law § 1213 Limited liability company act applicable
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§ 1213. Limited liability company act applicable. This chapter, except article eight and article thirteen, shall be applicable to a professional service limited liability company except to the extent that the provisions thereof conflict with this article. A professional service …
N.Y. Limited Liability Company Law § 1215 Regulation of professions
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§ 1215. Regulation of professions. This article shall not repeal, modify or restrict any provision of the education law or the judiciary law or any rules or regulations adopted thereunder regulating the professions referred to in the education law or the judiciary law except to …
N.Y. Limited Liability Company Law § 1216 Mergers and consolidations
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§ 1216. Mergers and consolidations. Notwithstanding any inconsistent provision of this article, a professional service limited liability company, pursuant to the provisions of article ten of this chapter, may be merged or consolidated with another limited liability company forme…
N.Y. Limited Liability Company Law § 1301 Definitions
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§ 1301. Definitions. As used in this article, unless the context otherwise requires, the term: (a) "Foreign professional service limited liability company" means a professional service limited liability company, whether or not denominated as such, organized under the laws of a j…
N.Y. Limited Liability Company Law § 1302 Rendering of professional service
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§ 1302. Rendering of professional service. (a) No foreign professional service limited liability company may render a professional service in this state except through individuals authorized by law to render such professional service as individuals in this state. (b) Each final …
N.Y. Limited Liability Company Law § 1303 Professional relationships and liabilities
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§ 1303. Professional relationships and liabilities. (a) Each member, manager, employee or agent of a foreign professional service limited liability company who performs professional services in this state on behalf of such limited liability company shall be personally and fully …
N.Y. Limited Liability Company Law § 1304 Foreign professional service limited liability company
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§ 1304. Foreign professional service limited liability company. No foreign professional service limited liability company shall engage in any profession or carry on, or conduct or transact any other business or activities in this state other than the rendering of the professiona…
N.Y. Limited Liability Company Law § 1305 Limited liability company act applicable
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§ 1305. Limited liability company act applicable. Except for the provisions of sections eight hundred two and eight hundred nine of this chapter, this chapter shall be applicable to a foreign professional service limited liability company to the extent that the provisions thereo…
N.Y. Limited Liability Company Law § 1306 Filing requirements
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§ 1306. Filing requirements. (a) A foreign professional service limited liability company may apply for authority to do business in this state. An application entitled "Application for authority of... (name of limited liability company) under section thirteen hundred six of the …
N.Y. Limited Liability Company Law § 1308 Regulation of professions
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§ 1308. Regulation of professions. (a) This article shall not repeal, modify or restrict any provision of the education law or the judiciary law or any rules or regulations adopted thereunder regulating the professions referred to in the education law or the judiciary law except…
N.Y. Limited Liability Company Law § 1309 Licensing of individuals
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§ 1309. Licensing of individuals. No member, manager or employee of a foreign professional service limited liability company who is an individual shall practice his or her profession in this state unless such individual is duly licensed to practice such profession in this state.…
N.Y. Limited Liability Company Law § 1401 Severability
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§ 1401. Severability. If any provision of this chapter or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, …
N.Y. Limited Liability Company Law § 1402 Statutory construction; references
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§ 1402. Statutory construction; references. (a) Unless otherwise stated, all references in this chapter to articles or sections refer to the articles or sections of this chapter, and all references in any section of this chapter to a lettered or numbered subdivision refer to the…
N.Y. Limited Liability Company Law § 1403 Effective date
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§ 1403. Effective date. This chapter shall take effect on the ninetieth day after it shall have become a law.
N.Y. Limited Liability Company Law § 201 Purpose
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§ 201. Purpose. A limited liability company may be formed under this chapter for any lawful business purpose or purposes except to do in this state any business for which another statute specifically requires some other business entity or natural person to be formed or used for …
N.Y. Limited Liability Company Law § 202 Powers
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§ 202. Powers. Unless the articles of organization provide otherwise and subject to any limitations provided in this chapter or any other law of this state, a limited liability company may: (a) sue or be sued, or institute, participate in or defend any action or proceeding, whet…
N.Y. Limited Liability Company Law § 203 Formation
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§ 203. Formation. (a) One or more persons may act as an organizer or organizers to form a limited liability company by (i) preparing the articles of organization of such limited liability company in accordance with subdivision (e) of this section, (ii) executing such articles of…
N.Y. Limited Liability Company Law § 204 Limited liability company name
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§ 204. Limited liability company name. The name of each limited liability company as set forth in its articles of organization: (a) shall contain without abbreviation the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC"; (b) (1) shall be such as to disting…
N.Y. Limited Liability Company Law § 205 Reservation of name
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§ 205. Reservation of name. (a) Subject to section two hundred four of this article, the exclusive right to the use of a name may be reserved by: (1) any person intending to form or cause the formation of a domestic limited liability company under this chapter; (2) any domestic …
N.Y. Limited Liability Company Law § 206 Affidavits of publication
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§ 206. Affidavits of publication. (a) Within one hundred twenty days after the effectiveness of the initial articles of organization as determined pursuant to subdivision (d) of section two hundred three of this article, a copy of the same or a notice containing the substance th…
N.Y. Limited Liability Company Law § 207 Execution of articles or certificates
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§ 207. Execution of articles or certificates. (a) Each article or certificate required by this chapter to be filed with the department of state shall be executed in the following manner: (1) the initial articles of organization must be signed by an organizer or organizers of the…
N.Y. Limited Liability Company Law § 208 Execution, amendment or cancellation by judicial act
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§ 208. Execution, amendment or cancellation by judicial act. If a person required by section two hundred seven of this article to execute articles or a certificate fails or refuses to do so, any member or any permitted assignee of a membership interest who is adversely affected …