{ "success" : true, "message" : "The document structure for LLC law", "responseType" : "law-tree", "result" : { "lawVersion" : { "lawId" : "LLC", "activeDate" : "2014-09-22" }, "info" : { "lawId" : "LLC", "name" : "Limited Liability Company Law", "lawType" : "CONSOLIDATED", "chapter" : "34" }, "publishedDates" : [ "2014-09-22", "2014-11-28", "2015-01-02", "2015-03-06", "2015-04-24", "2015-12-04", "2016-08-26", "2016-11-25", "2018-10-05", "2019-12-20", "2020-02-14", "2021-04-23", "2021-12-03", "2022-02-04", "2023-01-06", "2023-12-15", "2023-12-29", "2024-01-12", "2024-03-08", "2024-06-14" ], "documents" : { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "-CH34", "title" : "Limited Liability Company Law", "docType" : "CHAPTER", "publishedDates" : [ "2014-09-22", "2023-12-29", "2024-01-12", "2024-03-08" ], "docLevelId" : "34", "activeDate" : "2014-09-22", "sequenceNo" : 1, "repealedDate" : null, "fromSection" : "101", "toSection" : "1403", "text" : " CHAPTER 34 OF THE CONSOLIDATED LAWS\\n LIMITED LIABILITY COMPANY LAW\\nArticle I. Short title and definitions. (§§ 101-102)\\n II. Formation. (§§ 201-214)\\n III. Service of process. (§§ 301-305)\\n IV. Management by members or managers. (§§ 401-420)\\n V. Contributions and distributions. (§§ 501-509)\\n VI Members and membership. (§§ 601-611)\\n VII. Dissolution. (§§ 701-705)\\n VIII. Foreign limited liability companies. (§§ 801-809)\\n X. Mergers. (§§ 1001-1007)\\n XI. Miscellaneous. (§§ 1101-1104)\\n XII. Professional service limited liability companies.\\n (§§ 1201-1216)\\n XIII. Foreign professional service limited liability companies.\\n (§§ 1301-1309)\\n XIV. Savings clauses; effective dates. (§§ 1401-1403)\\n ARTICLE I\\n SHORT TITLE AND DEFINITIONS\\nSection 101. Short title.\\n 102. Definitions.\\n ARTICLE II\\n FORMATION\\nSection 201. Purpose.\\n 202. Powers.\\n 203. Formation.\\n 204. Limited liability company name.\\n 205. Reservation of name.\\n 206. Affidavits of publication.\\n 207. Execution of articles or certificates.\\n 208. Execution, amendment or cancellation by judicial act.\\n 209. Filing with the department of state.\\n 210. Liability for false statement in articles or\\n certificates.\\n 211. Amendment of articles of organization.\\n 211-A. Certificate of change.\\n 212. Certificate of correction.\\n 213. Authorization of amendment of articles of organization.\\n 214. Restated articles of organization.\\n ARTICLE III\\n SERVICE OF PROCESS\\nSection 301. Statutory designation of secretary of state as agent for\\n service of process.\\n 301-A. Resignation for receipt of process.\\n 302. Registered agent for service of process.\\n 303. Service of process on limited liability companies.\\n 304. Service of process on unauthorized foreign limited\\n liability companies.\\n 305. Records of process served on the secretary of state.\\n ARTICLE IV\\n MANAGEMENT BY MEMBERS OR MANAGERS\\nSection 401. Management of the limited liability company by members.\\n 402. Voting rights of members.\\n 403. Meetings of members.\\n 404. Quorum of members.\\n 405. Notice of meetings of members.\\n 406. Waiver of notice.\\n 407. Action by members without a meeting.\\n 408. Management by managers.\\n 409. Duties of managers.\\n 410. Qualification of managers.\\n 411. Interested managers.\\n 412. Agency of members or managers.\\n 413. Election and term of managers.\\n 414. Removal or replacement of managers.\\n 415. Resignation of managers.\\n 416. Vacancies.\\n 417. Operating agreement.\\n 418. Classes and voting of members.\\n 419. Classes and voting of managers.\\n 420. Indemnification.\\n ARTICLE V\\n CONTRIBUTIONS AND DISTRIBUTIONS\\nSection 501. Form of capital contributions.\\n 502. Liability for contributions.\\n 503. Sharing of profits and losses.\\n 504. Sharing of distributions.\\n 505. Distributions in kind.\\n 506. Right to distribution.\\n 507. Interim distributions.\\n 508. Limitations on distributions.\\n 509. Distribution upon withdrawal.\\n ARTICLE VI\\n MEMBERS AND MEMBERSHIP\\nSection 601. Nature of membership interest.\\n 602. Admission of members.\\n 603. Assignment of membership interest.\\n 604. Rights of assignee to become a member.\\n 605. Liability upon assignment.\\n 606. Withdrawal of a member.\\n 607. Rights of creditors of members.\\n 608. Powers of estate of a deceased or incompetent member.\\n 609. Liability of members, managers and agents.\\n 610. Parties to actions.\\n 611. Business transactions of a member with the limited\\n liability company.\\n ARTICLE VII\\n DISSOLUTION\\nSection 701. Dissolution.\\n 702. Judicial dissolution.\\n 703. Winding up.\\n 704. Distribution of assets.\\n 705. Articles of dissolution.\\n ARTICLE VIII\\n FOREIGN LIMITED LIABILITY COMPANIES\\nSection 801. Governing law.\\n 802. Application for authority.\\n 803. Activities not constituting doing business.\\n 804. Amendments to application for authority.\\n 804-A. Certificate of change.\\n 805. Issuance of certificate of authority; effect.\\n 806. Surrender of certificate of authority.\\n 807. Termination of existence.\\n 808. Doing business without certificate of authority.\\n 809. Action by attorney general.\\n ARTICLE X\\n MERGERS\\nSection 1001. Merger or consolidation.\\n 1002. Procedures for merger or consolidation.\\n 1003. Certificate of merger or consolidation; contents.\\n 1004. Effect of merger or consolidation.\\n 1005. Payment of interest of dissenting members.\\n 1006. Conversion of partnership or limited partnership to\\n limited liability company.\\n 1007. Effect of conversion.\\n ARTICLE XI\\n MISCELLANEOUS\\nSection 1101. Fees.\\n 1102. Records.\\n 1103. Transactions of business outside the state.\\n 1104. Limited liability companies prohibited from interposing\\n defense of usury.\\n ARTICLE XII\\n PROFESSIONAL SERVICE LIMITED LIABILITY COMPANIES\\nSection 1201. Definitions.\\n 1202. Limited liability companies organized under other\\n provisions of law.\\n 1203. Formation.\\n 1204. Rendering of professional service.\\n 1205. Professional relationships and liabilities.\\n 1206. Purposes of formation.\\n 1207. Membership of professional service limited liability\\n companies.\\n 1208. (Reserved)\\n 1209. Disqualification of members, managers and employees.\\n 1210. Death, disqualification or dissolution of members.\\n 1211. Transfer of a membership interest.\\n 1212. Limited liability company name.\\n 1213. Limited liability company act applicable.\\n 1214. (Reserved)\\n 1215. Regulation of professions.\\n 1216. Mergers and consolidations.\\n ARTICLE XIII\\n FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY COMPANIES\\nSection 1301. Definitions.\\n 1302. Rendering of professional service.\\n 1303. Professional relationships and liabilities.\\n 1304. Foreign professional service limited liability company.\\n 1305. Limited liability company act applicable.\\n 1306. Filing requirements.\\n 1307. (Reserved)\\n 1308. Regulation of professions.\\n 1309. Licensing of individuals.\\n ARTICLE XIV\\n SAVINGS CLAUSES; EFFECTIVE DATES\\nSection 1401. Severability.\\n 1402. Statutory construction; references.\\n 1403. Effective date.\\n", "documents" : { "items" : [ { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "A1", "title" : "Short Title and Definitions", "docType" : "ARTICLE", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1", "activeDate" : "2014-09-22", "sequenceNo" : 2, "repealedDate" : null, "fromSection" : "101", "toSection" : "102", "text" : " ARTICLE I\\n SHORT TITLE AND DEFINITIONS\\nSection 101. Short title.\\n 102. Definitions.\\n", "documents" : { "items" : [ { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "101", "title" : "Short title", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "101", "activeDate" : "2014-09-22", "sequenceNo" : 3, "repealedDate" : null, "fromSection" : "101", "toSection" : "101", "text" : " § 101. Short title. This chapter shall be known as the \"New York\\nLimited Liability Company Law.\"\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "102", "title" : "Definitions", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2023-12-29", "2024-03-08" ], "docLevelId" : "102", "activeDate" : "2014-09-22", "sequenceNo" : 4, "repealedDate" : null, "fromSection" : "102", "toSection" : "102", "text" : " § 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 two\\nhundred eleven or section two hundred fourteen of this chapter.\\n (a-1) \"Affidavit of publication\" means the affidavit of the printer or\\npublisher of a newspaper in which a publication pursuant to sections two\\nhundred six, eight hundred two, one thousand two hundred three, and one\\nthousand three hundred six of this chapter has been made. The affidavit\\nof publication shall be in a form substantially as follows:\\n \"Affidavit of Publication Under Section (specify applicable\\nsection) of the Limited Liability Company Law\\nState of New York,\\nCounty of ________, ss.:\\n The undersigned is the printer (or publisher) of ______________ (name\\nof newspaper), a _________ (daily or weekly) newspaper published in\\n________________, New York. A notice regarding _______________ (name of\\nlimited liability company) was published in said newspaper once in each\\nweek for six successive weeks, commencing on __________ and ending on\\n________. The text of the notice as published in said newspaper is as\\nset forth below, or in the annexed exhibit. This newspaper has been\\ndesignated by the Clerk of ________ County for this purpose.\\n ____________ (signature)\\n __________(printed name),\\n (jurat)\"\\n The text of the notice set forth in or annexed to each affidavit of\\npublication shall: (i) include only the text of the published notice,\\n(ii) be free of extraneous marks, and (iii) if submitted in paper form,\\nbe printed on paper of such size, weight and color, and in ink of such\\ncolor, and in such font, and be in such other qualities and form not\\ninconsistent with any other provision of law as, in the judgment of the\\nsecretary of state, will not impair the ability of the department of\\nstate to include a legible and permanent copy thereof in its official\\nrecords. Nothing in this subdivision shall be construed as requiring the\\ndepartment of state to accept for filing a document submitted in\\nelectronic form.\\n (b) \"Authorized foreign limited liability company\" means a foreign\\nlimited liability company authorized to do business in this state\\npursuant to article eight of this chapter.\\n (c) \"Authorized person\" means a person, whether or not a member, who\\nis authorized by the operating agreement, or otherwise, to act on behalf\\nof a limited liability company or foreign limited liability company.\\n (d) \"Bankruptcy\" means bankruptcy under the United States Bankruptcy\\nCode, as amended, or insolvency under any state insolvency act.\\n (e) \"Business\" means every trade, occupation, profession or commercial\\nactivity.\\n (e-1) \"Certificate of publication\" means a certificate presented on\\nbehalf of the applicable limited liability company to the department of\\nstate together with the affidavits of publication pursuant to section\\ntwo hundred six, eight hundred two, one thousand two hundred three, or\\none thousand three hundred six of this chapter. The certificate of\\npublication shall be in a form substantially as follows:\\n \"Certificate of Publication of ______ (name of limited liability\\ncompany) Under Section ______ (specify applicable section) of the\\nLimited Liability Company Law\\n The undersigned is the _________ (title) of ___________ (name of\\nlimited liability company). The published notices described in the\\nannexed affidavits of publication contain all of the information\\nrequired by the above-mentioned section of the Limited Liability Company\\nLaw. The newspapers described in such affidavits of publication satisfy\\nthe requirements set forth in the Limited Liability Company Law and the\\ndesignation made by the county clerk. I certify the foregoing statements\\nto be true under penalties of perjury.\\n Date\\n Signature\\n Printed Name\"\\n (f) \"Contribution\" means any cash, property, services rendered, or a\\npromissory note or other binding obligation to contribute cash or\\nproperty or to render services that a member contributes to a limited\\nliability company in his or her capacity as a member.\\n (g) \"Corporation\" means a corporation formed under the laws of this\\nstate or a foreign corporation as defined in subdivision (j) of this\\nsection.\\n (h) \"Court\" means every court and judge of competent jurisdiction with\\nrespect to a particular matter, action or case.\\n (i) \"Distribution\" means the transfer of property by a limited\\nliability company to one or more of its members in his or her capacity\\nas a member.\\n (j) \"Foreign corporation\" means a corporation formed under the laws of\\nany jurisdiction, including any foreign country, other than the laws of\\nthis state.\\n (k) \"Foreign limited liability company\" means an unincorporated\\norganization formed under the laws of any jurisdiction, including any\\nforeign country, other than the laws of this state (i) that is not\\nauthorized to do business in this state under any other law of this\\nstate and (ii) of which some or all of the persons who are entitled (A)\\nto receive a distribution of the assets thereof upon the dissolution of\\nthe organization or otherwise or (B) to exercise voting rights with\\nrespect to an interest in the organization have, or are entitled or\\nauthorized to have, under the laws of such other jurisdiction, limited\\nliability for the contractual obligations or other liabilities of the\\norganization.\\n (l) \"Foreign limited partnership\" means a partnership that is formed\\nunder the laws of any jurisdiction, including any foreign country, other\\nthan the laws of this state and that has as partners one or more general\\npartners and one or more limited partners.\\n (m) \"Limited liability company\" and \"domestic limited liability\\ncompany\" mean, unless the context otherwise requires, an unincorporated\\norganization of one or more persons having limited liability for the\\ncontractual obligations and other liabilities of the business (except as\\nauthorized or provided in section six hundred nine or twelve hundred\\nfive of this chapter), other than a partnership or trust, formed and\\nexisting under this chapter and the laws of this state.\\n (n) \"Limited partnership\" means a limited partnership formed under the\\nlaws of this state or a foreign limited partnership as defined in\\nsubdivision (l) of this section.\\n (o) \"Majority in interest of the members\" means, unless otherwise\\nprovided in the operating agreement, the members whose aggregate share\\nof the current profits of the limited liability company constitutes more\\nthan one-half of the aggregate of such shares of all members.\\n (p) \"Manager\" means, subject to section four hundred one of this\\nchapter, a person designated by the members to manage the limited\\nliability company as provided in the operating agreement.\\n (q) \"Member\" means a person who has been admitted as a member of a\\nlimited liability company in accordance with the terms and provisions of\\nthis chapter and the operating agreement and has a membership interest\\nin a limited liability company with the rights, obligations, preferences\\nand limitations specified under this chapter and the operating\\nagreement.\\n (r) \"Membership interest\" means a member's aggregate rights in a\\nlimited liability company, including, without limitation: (i) the\\nmember's right to a share of the profits and losses of the limited\\nliability company; (ii) the member's right to receive distributions from\\nthe limited liability company; and (iii) the member's right to vote and\\nparticipate in the management of the limited liability company.\\n (s) \"Office of the limited liability company\" means the office of the\\nlimited liability company, the location of which is stated in the\\narticles of organization of a domestic limited liability company, or in\\nthe application for authority of a foreign limited liability company.\\nSuch office need not be a place where business activities are conducted\\nby such limited liability company.\\n (t) \"One-third in interest of the members\" means, unless otherwise\\nprovided in the operating agreement, the members whose aggregate share\\nof the current profits of the limited liability company constitutes\\none-third of the aggregate of such shares of all members.\\n (u) \"Operating agreement\" means any written agreement of the members\\nconcerning the business of a limited liability company and the conduct\\nof its affairs and complying with section four hundred seventeen of this\\nchapter.\\n (v) \"Other business entity\" means any person other than a natural\\nperson or domestic limited liability company.\\n (w) \"Person\" means any association, corporation, joint stock company,\\nestate, general partnership (including any registered limited liability\\npartnership or foreign limited liability partnership), limited\\nassociation, limited liability company (including a professional service\\nlimited liability company), foreign limited liability company (including\\na foreign professional service limited liability company), joint\\nventure, limited partnership, natural person, real estate investment\\ntrust, business trust or other trust, custodian, nominee or any other\\nindividual or entity in its own or any representative capacity.\\n (x) \"Process\" means judicial process and all orders, demands, notices\\nor other papers required or permitted by law to be personally served on\\na limited liability company or foreign limited liability company, for\\nthe purpose of acquiring jurisdiction of such limited liability company\\nin any action or proceeding, civil or criminal, whether judicial,\\nadministrative, arbitrative or otherwise, in this state or in the\\nfederal courts sitting in or for this state.\\n (y) \"State\" means a state, territory or possession of the United\\nStates, the District of Columbia or the Commonwealth of Puerto Rico.\\n (z) \"Two-thirds in interest of the members\" means, unless otherwise\\nprovided in the operating agreement, the members whose aggregate share\\nof the current profits of the limited liability company constitutes\\ntwo-thirds of the aggregate of such shares of all members.\\n (aa) \"Foreign related limited liability partnership\" has the meaning\\ngiven to it in section two of the partnership law.\\n (bb) \"Profession\" has the meaning given to it in subdivision (b) of\\nsection twelve hundred one of this chapter.\\n (cc) \"Registered limited liability partnership\" has the meaning given\\nto it in section two of the partnership law.\\n (dd) \"Foreign limited liability partnership\" has the meaning given to\\nit in section two of the partnership law.\\n (ee) \"Professional service limited liability company\" has the meaning\\ngiven to it in subdivision (f) of section twelve hundred one of this\\nchapter.\\n (ff) \"Foreign professional service limited liability company\" has the\\nmeaning given to it in subdivision (a) of section thirteen hundred one\\nof this chapter.\\n (gg) \"Professional service corporation\" has the meaning given to it in\\nsubdivision (e) of section twelve hundred one of this chapter.\\n (hh) \"Foreign professional service corporation\" has the meaning given\\nto it in subdivision (d) of section fifteen hundred twenty-five of the\\nbusiness corporation law.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false } ], "size" : 2 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "A2", "title" : "Formation", "docType" : "ARTICLE", "publishedDates" : [ "2014-09-22", "2023-12-29" ], "docLevelId" : "2", "activeDate" : "2014-09-22", "sequenceNo" : 5, "repealedDate" : null, "fromSection" : "201", "toSection" : "214", "text" : " ARTICLE II\\n FORMATION\\nSection 201. Purpose.\\n 202. Powers.\\n 203. Formation.\\n 204. Limited liability company name.\\n 205. Reservation of name.\\n 206. Affidavits of publication.\\n 207. Execution of articles or certificates.\\n 208. Execution, amendment or cancellation by judicial act.\\n 209. Filing with the department of state.\\n 210. Liability for false statement in articles or\\n certificates.\\n 211. Amendment of articles of organization.\\n 211-A. Certificate of change.\\n 212. Certificate of correction.\\n 213. Authorization of amendment of articles of organization.\\n 214. Restated articles of organization.\\n", "documents" : { "items" : [ { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "201", "title" : "Purpose", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "201", "activeDate" : "2014-09-22", "sequenceNo" : 6, "repealedDate" : null, "fromSection" : "201", "toSection" : "201", "text" : " § 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 for such\\nbusiness.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "202", "title" : "Powers", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "202", "activeDate" : "2014-09-22", "sequenceNo" : 7, "repealedDate" : null, "fromSection" : "202", "toSection" : "202", "text" : " § 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, whether judicial, arbitrative, administrative or\\notherwise, in its name;\\n (b) purchase, take, receive, lease or otherwise acquire, own, hold,\\nimprove, use or otherwise deal in or with real or personal property or\\nan interest in real or personal property, wherever situated;\\n (c) sell, convey, assign, encumber, mortgage, pledge, lease, exchange,\\ntransfer, create a security interest in or otherwise dispose of all or\\npart of its property or assets;\\n (d) purchase, take, receive, subscribe for or otherwise acquire, own,\\nhold, vote, employ, sell, mortgage, lend, pledge or otherwise dispose of\\nand otherwise use and deal in and with shares or other interests in,\\nsecurities issued by and direct or indirect obligations of:\\n (1) other persons; or\\n (2) any government, state, territory, governmental district or\\nmunicipality or of any instrumentality or subdivision of any of them;\\n (e) make contracts, including, but not limited to, contracts of\\nguaranty and suretyship, incur liabilities, borrow money at such rates\\nof interest as the limited liability company may determine, issue its\\nnotes, bonds or other obligations, secure any of its obligations by\\nmortgage, pledge or other encumbrance of all or any part of its\\nproperty, franchises and income, make contracts of guaranty and\\nsuretyship that are necessary or convenient to the conduct, promotion or\\nattainment of the business of (i) a limited liability company or other\\nperson at least a majority of the outstanding membership or other\\nownership interests of which are owned, directly or indirectly, by the\\ncontracting limited liability company, (ii) a limited liability company\\nor other person that owns, directly or indirectly, at least a majority\\nof the outstanding membership interests of the contracting limited\\nliability company or (iii) a limited liability company or other person\\nat least a majority of the outstanding membership or other ownership\\ninterests of which are owned, directly or indirectly, by a limited\\nliability company or other person that owns, directly or indirectly, at\\nleast a majority of the outstanding membership interests of the\\ncontracting limited liability company, which contracts of guaranty and\\nsuretyship shall be deemed to be necessary or convenient to the conduct,\\npromotion or attainment of the business of the contracting limited\\nliability company and make other contracts of guaranty and suretyship\\nthat are necessary or convenient to the conduct, promotion or attainment\\nof the business of the contracting limited liability company. A limited\\nliability company may make any contracts of guaranty and suretyship that\\nare not necessary or convenient to the conduct, promotion or attainment\\nof the business of the contracting limited liability company upon the\\nvote of the percentage in interest of the members or class or classes of\\nmembers provided in the operating agreement, or if no such percentage is\\nso stated, upon the vote of a majority in interest of the members\\nentitled to vote thereon; provided, however, that the operating\\nagreement may provide that no such vote is required;\\n (f) lend money for any lawful purpose, invest or reinvest its funds,\\nor take and hold real or personal property as security for the payment\\nof funds so loaned or invested;\\n (g) conduct its business, carry on its operations, maintain offices\\nand exercise the powers granted by this chapter in any state, foreign\\ncountry or other jurisdiction;\\n (h) elect or appoint managers, employees and agents of the limited\\nliability company, define their duties and fix their compensation;\\n (i) assist, lend money to and transact other business with a member,\\nmanager, agent or employee of such limited liability company;\\n (j) make and alter its operating agreement, not inconsistent with its\\narticles of organization or with the laws of this state, concerning the\\nbusiness of the limited liability company and the conduct of its\\naffairs;\\n (k) indemnify a member or manager or any other person;\\n (l) pay pensions and establish pension plans, pension trusts,\\nprofit-sharing plans, profit-sharing trusts, equity bonus plans, equity\\noption plans and other incentive plans for any of its members, managers,\\nemployees, agents or consultants or any of the directors, officers,\\nmanagers, employees, agents or consultants of its affiliates;\\n (m) make donations for the public welfare or for charitable,\\nscientific, religious, civic, educational or similar purposes;\\n (n) transact any lawful business in aid of governmental policy;\\n (o) be a promoter, shareholder, general partner, limited partner,\\nmember, associate or manager of any association, corporation,\\npartnership, limited partnership, limited liability company, joint\\nventure, trust or other entity or enterprise;\\n (p) cease its activities, cancel its articles of organization or\\ndissolve; and\\n (q) have and exercise all powers, in addition to those set forth in\\nsubdivisions (a) through (p) of this section, not inconsistent with law,\\nnecessary or convenient to effect any or all of the purposes for which\\nthe limited liability company is formed. In order for a limited\\nliability company to exercise the powers enumerated in this chapter, it\\nis not necessary to set forth such powers in the articles of\\norganization.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "203", "title" : "Formation", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2021-04-23", "2023-01-06", "2023-12-29", "2024-03-08" ], "docLevelId" : "203", "activeDate" : "2014-09-22", "sequenceNo" : 8, "repealedDate" : null, "fromSection" : "203", "toSection" : "203", "text" : " § 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 of\\norganization in accordance with section two hundred seven of this\\narticle and (iii) filing such articles, entitled \"Articles of\\norganization of... (name of limited liability company) under section two\\nhundred three of the Limited Liability Company Law,\" in accordance with\\nsection two hundred nine of this article.\\n (b) An organizer may, but need not be, a member of the limited\\nliability company that he or she forms.\\n (c) At the time of its formation, a limited liability company must\\nhave at least one member.\\n (d) A limited liability company is formed at the time of the filing of\\nthe initial articles of organization with the department of state or at\\nany later time specified in the articles of organization, not to exceed\\nsixty days from the date of such filing. The filing of the articles of\\norganization shall, in the absence of actual fraud, be conclusive\\nevidence of the formation of the limited liability company as of the\\ntime of filing or effective date if later, except in an action or\\nspecial proceeding brought by the attorney general. A limited liability\\ncompany formed under this chapter shall be a separate legal entity, the\\nexistence of which as a separate legal entity shall continue until the\\ncancellation of the limited liability company's articles of\\norganization.\\n (e) The articles of organization of a limited liability company shall\\nset forth:\\n (1) the name of the limited liability company;\\n (2) the county within this state in which the office of the limited\\nliability company is to be located or if the limited liability company\\nshall maintain more than one office in this state, the county in which\\nthe principal office of the limited liability company is to be located;\\n (3) if the limited liability company is to have a specific date of\\ndissolution in addition to the events of dissolution set forth in\\nsection seven hundred one of this chapter, the latest date on which the\\nlimited liability company is to dissolve;\\n (4) a designation of the secretary of state as agent of the limited\\nliability company upon whom process against it may be served and the\\npost office address within or without this state to which the secretary\\nof state shall mail a copy of any process against the limited liability\\ncompany served upon him or her;\\n (5) if the limited liability company is to have a registered agent,\\nits name and address within this state and a statement that the\\nregistered agent is to be the agent of the limited liability company\\nupon whom process against it may be served;\\n (6) if all or specified members are to be liable in their capacity as\\nmembers for all or specified debts, obligations or liabilities of the\\nlimited liability company as authorized pursuant to section six hundred\\nnine of this chapter, a statement that all or specified members are so\\nliable for such debts, obligations or liabilities in their capacity as\\nmembers of the limited liability company as authorized pursuant to\\nsection six hundred nine of this chapter; and\\n (7) any other provisions, not inconsistent with law, that the members\\nelect to include in the articles or organization for the regulation of\\nthe internal affairs of the limited liability company, including, but\\nnot limited to, (A) the business purpose for which the limited liability\\ncompany is formed, (B) a statement of whether there are limitations on\\nthe authority of members or managers or a class or classes thereof to\\nbind the limited liability company and (C) any provisions that are\\nrequired or permitted to be included in the operating agreement of the\\nlimited liability company pursuant to section four hundred seventeen of\\nthis chapter.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "204", "title" : "Limited liability company name", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "204", "activeDate" : "2014-09-22", "sequenceNo" : 9, "repealedDate" : null, "fromSection" : "204", "toSection" : "204", "text" : " § 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 distinguish it from the name of (i) any\\ndomestic limited liability company, (ii) any authorized foreign limited\\nliability company or (iii) a fictitious name of an authorized foreign\\nlimited liability company filed pursuant to section eight hundred two of\\nthis chapter, in each case, as such names appear on the index of names\\nof existing domestic and authorized foreign limited liability companies\\nof any type or kind, including fictitious names of authorized foreign\\nlimited liability companies filed pursuant to section eight hundred two\\nof this chapter, in the department of state, or names the right to which\\nare reserved;\\n (2) shall be such as to distinguish it from (i) the names of domestic\\nbusiness corporations, domestic not-for-profit corporations and other\\ndomestic corporations of any type or kind that are formed by a filing in\\nthe department of state, (ii) the names of authorized foreign business\\ncorporations, authorized foreign not-for-profit corporations and other\\nauthorized foreign corporations of any type or kind that are authorized\\nto do business or conduct activities in this state by reason of a filing\\nin the department of state, (iii) the fictitious names of authorized\\nforeign business corporations, authorized foreign not-for-profit\\ncorporations and other authorized foreign corporations of any type or\\nkind that are authorized to do business or conduct activities in this\\nstate by reason of a filing in the department of state, (iv) the names\\nof domestic limited partnerships, (v) the names of authorized foreign\\nlimited partnerships, or (vi) the fictitious names of authorized foreign\\nlimited partnerships, in each case, as such names appear on the index of\\nnames of existing domestic and authorized foreign corporations of any\\ntype or kind, including fictitious names of authorized foreign\\ncorporations of any type or kind, in the department of state, or on the\\nindex of names of existing domestic or authorized foreign limited\\npartnerships, including fictitious names of authorized foreign limited\\npartnerships, in the department of state, or names the rights to which\\nare reserved; provided, however, that no limited liability company that\\nwas formed prior to the effective date of this paragraph and no foreign\\nlimited liability company that was qualified to do business in this\\nstate prior to such effective date shall be required to change the name\\nor fictitious name it had on such effective date solely by reason of\\nsuch name or fictitious name being indistinguishable from the name or\\nfictitious name of any domestic or authorized foreign corporation or\\nlimited partnership or from any name the right to which is reserved by\\nor on behalf of any domestic or foreign corporation or limited\\npartnership;\\n (c) shall, unless the limited liability company or foreign limited\\nliability company shall have complied with the provisions of section one\\nhundred thirty of the general business law, be the name used by the\\nlimited liability company in its conduct of business;\\n (d) shall not contain any word or phrase, or any abbreviation or\\nderivative thereof, the use of which is prohibited or restricted by any\\nother statute of this state, unless in the latter case the restrictions\\nhave been complied with;\\n (e) shall not contain the following phrases or any abbreviation or\\nderivative thereof:\\n board of trade state police\\n chamber of commerce state trooper\\n community renewal tenant relocation\\n corporation urban development\\n incorporated urban relocation\\n partnership\\n (f) shall not contain the following words, or any abbreviation or\\nderivative thereof:\\n acceptance guaranty\\n annuity indemnity\\n assurance insurance\\n attorney investment\\n bank lawyer\\n benefit loan\\n bond mortgage\\n casualty savings\\n doctor surety\\n endowment title\\n fidelity trust\\n finance underwriter\\nunless the approval of the superintendent of financial services is\\nattached to the articles of organization or unless the word \"doctor\" or\\n\"lawyer\" or an abbreviation or derivative thereof is used in a context\\nthat clearly denotes a purpose other than the practice of law or\\nmedicine;\\n (g) shall not, unless the approval of the state department of social\\nservices is attached to the articles of organization or application for\\nauthority, contain the word \"blind\" or \"handicapped.\" Such approval\\nshall be granted by the state department of social services if in its\\nopinion the word \"blind\" or \"handicapped\" as used in the limited\\nliability company's proposed name will not tend to mislead or confuse\\nthe public into believing that the limited liability company is\\norganized for charitable or nonprofit purposes related to the blind or\\nthe handicapped; and\\n (h) shall not, unless the approval of the attorney general is attached\\nto the articles of organization or application for authority, contain\\nthe word \"exchange\" or any abbreviation or derivative thereof. Such\\napproval shall not be granted by the attorney general if in his or her\\nopinion the use of the word \"exchange\" in the limited liability\\ncompany's proposed name would falsely imply that the limited liability\\ncompany conducts its business at a place where trade is carried on in\\nsecurities or commodities by brokers, dealers or merchants.\\n (i) shall not contain the following terms: \"school,\" \"education,\"\\n\"elementary,\" \"secondary,\" \"kindergarten,\" \"prekindergarten,\"\\n\"preschool,\" \"nursery school,\" \"museum,\" \"history,\" \"historical,\"\\n\"historical society,\" \"arboretum,\" \"library,\" \"college,\" \"university\" or\\nother term restricted by section two hundred twenty-four of the\\neducation law; \"conservatory,\" \"academy,\" or \"institute\" or any\\nabbreviation or derivative of such terms, shall have endorsed thereon or\\nannexed thereto the consent of the commissioner of education.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "205", "title" : "Reservation of name", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2021-12-03", "2022-02-04" ], "docLevelId" : "205", "activeDate" : "2014-09-22", "sequenceNo" : 10, "repealedDate" : null, "fromSection" : "205", "toSection" : "205", "text" : " § 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 domestic limited liability company or any authorized foreign\\nlimited liability company intending to change its name;\\n (3) any foreign limited liability company intending to apply for\\nauthority to do business in this state and to adopt that name; and\\n (4) any person intending to form a foreign limited liability company\\nand intending to have it apply for authority to do business in this\\nstate.\\n (b) A fictitious name for use pursuant to section eight hundred two of\\nthis chapter may be reserved by:\\n (1) any foreign limited liability company intending to apply for\\nauthority to do business in this state pursuant to section eight hundred\\ntwo of this chapter;\\n (2) any authorized foreign limited liability company intending to\\nchange the fictitious name under which it does business in this state;\\nand\\n (3) any authorized foreign limited liability company that has changed\\nits name in its jurisdiction, such new name not being available in this\\nstate.\\n (c) Application to reserve a limited liability company name shall be\\ndelivered to the department of state. It shall set forth the name and\\naddress of the applicant, the name to be reserved and a statement of the\\nbasis for the application under subdivision (a) or (b) of this section.\\nThe secretary of state may require that there be included in the\\napplication a statement as to the nature of the business to be conducted\\nby the limited liability company it being sufficient to state, either\\nalone, or with other purposes, that the limited liability company\\nintends to conduct any lawful act or activity for which limited\\nliability companies may be formed under this chapter, provided that it\\nalso state that it is not intended to be formed to engage in any act or\\nactivity requiring the consent or approval of any state official,\\ndepartment, board or agency or other body without such consent or\\napproval first being obtained. If the name is available for use by the\\napplicant for a limited liability company, the department of state shall\\nreserve the name for the use of the applicant for a period of sixty days\\nand issue a certificate of reservation. The restrictions and\\nqualifications set forth in section two hundred four of this article are\\nnot waived by the issuance of a certificate of reservation. The\\ncertificate of reservation shall include the name of the applicant, the\\nname reserved and the date of reservation. The certificate of\\nreservation (or in lieu thereof an affidavit by the applicant or by his\\nor her agent or attorney that the certificate of reservation has been\\nlost or destroyed) shall accompany the articles of organization or the\\napplication for authority when either is delivered to the department of\\nstate. The secretary of state may extend the reservation for additional\\nperiods of not more than sixty days each, upon the written request of\\nthe applicant or his or her attorney in fact or agent delivered to the\\ndepartment of state and filed before expiration of the reservation\\nperiod then in effect. Such request shall have attached to it the\\ncertificate of reservation. No more than two such extensions shall be\\ngranted.\\n (d) Upon request of the applicant, delivered to the department of\\nstate before the expiration of the reserved period, the department shall\\ncancel the reservation.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "206", "title" : "Affidavits of publication", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "206", "activeDate" : "2014-09-22", "sequenceNo" : 11, "repealedDate" : null, "fromSection" : "206", "toSection" : "206", "text" : " § 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\\nthereof shall be published once in each week for six successive weeks,\\nin two newspapers of the county in which the office of the limited\\nliability company is located, one newspaper to be printed weekly and one\\nnewspaper to be printed daily, to be designated by the county clerk.\\nWhen such county is located within a city with a population of one\\nmillion or more, such designation shall be as though the copy or notice\\nwere a notice or advertisement of judicial proceedings. Proof of the\\npublication required by this subdivision, consisting of the certificate\\nof publication of the limited liability company with the affidavits of\\npublication of such newspapers annexed thereto, must be filed with the\\ndepartment of state. Notwithstanding any other provision of law, if the\\noffice of the limited liability company is located in a county wherein a\\nweekly or daily newspaper of the county, or both, has not been so\\ndesignated by the county clerk, then the publication herein required\\nshall be made in a weekly or daily newspaper of any county, or both, as\\nthe case may be, which is contiguous to, such county, provided that any\\nsuch newspaper meets all the other requirements of this subdivision. A\\ncopy or notice published in a newspaper other than the newspaper or\\nnewspapers designated by the county clerk shall not be deemed to be one\\nof the publications required by this subdivision. The notice shall\\ninclude: (1) the name of the limited liability company; (2) the date of\\nfiling of the articles of organization with the department of state and,\\nif the date of formation is not the date of filing of the articles of\\norganization, the date of the formation of the limited liability\\ncompany; (3) the county within this state, in which the office of the\\nlimited liability company is located; (3-a) the street address of the\\nprincipal business location, if any; (4) a statement that the secretary\\nof state has been designated as agent of the limited liability company\\nupon whom process against it may be served and the post office address\\nwithin or without this state to which the secretary of state shall mail\\na copy of any process against it served upon him or her; (5) if the\\nlimited liability company is to have a registered agent, his or her name\\nand address within this state and a statement that the registered agent\\nis to be the agent of the limited liability company upon whom process\\nagainst it may be served; (6) if the limited liability company is to\\nhave a specific date of dissolution in addition to the events of\\ndissolution set forth in section seven hundred one of this chapter, the\\nlatest date upon which the limited liability company is to dissolve; and\\n(7) the character or purpose of the business of such limited liability\\ncompany. Where, at any time after completion of the first of the six\\nweekly publications required by this subdivision and prior to the\\ncompletion of the sixth such weekly publication, there is a change in\\nany of the information contained in the copy or notice as published, the\\nlimited liability company may complete the remaining publications of the\\noriginal copy or notice, and the limited liability company shall not be\\nrequired to publish any further or amended copy or notice. Where, at any\\ntime after completion of the six weekly publications required by this\\nsubdivision, there is a change to any of the information contained in\\nthe copy or notice as published, no further or amended publication or\\nrepublication shall be required to be made. If within one hundred twenty\\ndays after its formation, proof of such publication, consisting of the\\ncertificate of publication of the limited liability company with the\\naffidavits of publication of the newspapers annexed thereto has not been\\nfiled with the department of state, the authority of such limited\\nliability company to carry on, conduct or transact any business in this\\nstate shall be suspended, effective as of the expiration of such one\\nhundred twenty day period. The failure of a limited liability company to\\ncause such copy or notice to be published and such certificate of\\npublication and affidavits of publication to be filed with the\\ndepartment of state within such one hundred twenty day period or the\\nsuspension of such limited liability company's authority to carry on,\\nconduct or transact business in this state pursuant to this subdivision\\nshall not limit or impair the validity of any contract or act of such\\nlimited liability company, or any right or remedy of any other party\\nunder or by virtue of any contract, act or omission of such limited\\nliability company, or the right of any other party to maintain any\\naction or special proceeding on any such contract, act or omission, or\\nright of such limited liability company to defend any action or special\\nproceeding in this state, or result in any member, manager or agent of\\nsuch limited liability company becoming liable for the contractual\\nobligations or other liabilities of the limited liability company. If,\\nat any time following the suspension of a limited liability company's\\nauthority to carry on, conduct or transact business in this state\\npursuant to this subdivision, such limited liability company shall cause\\nproof of publication in substantial compliance with the provisions\\n(other than the one hundred twenty day period) of this subdivision,\\nconsisting of the certificate of publication of the limited liability\\ncompany with the affidavits of publication of the newspapers annexed\\nthereto, to be filed with the department of state, such suspension of\\nsuch limited liability company's authority to carry on, conduct or\\ntransact business shall be annulled.\\n (b)(1) A limited liability company which was formed prior to the\\neffective date of this subdivision and which complied with the\\npublication and filing requirements of this section as in effect prior\\nto such effective date shall not be required to make any publication or\\nrepublication or any filing under subdivision (a) of this section, and\\nshall not be subject to suspension pursuant to this section.\\n (2) Within twelve months after the effective date of this subdivision,\\na limited liability company, which was formed prior to such effective\\ndate, and which did not comply with the publication and filing\\nrequirements of this section as in effect prior to such effective date,\\nshall publish a copy of its articles of organization or a notice\\ncontaining the substance thereof in the manner required (other than the\\none hundred twenty day period) by this section as in effect prior to\\nsuch effective date and file proof of such publication, consisting of\\nthe certificate of publication of the limited liability company with the\\naffidavits of publication of the newspapers annexed thereto, with the\\ndepartment of state.\\n (3) If a limited liability company that is subject to the provisions\\nof paragraph two of this subdivision fails to file the required proof of\\npublication with the department of state within twelve months after the\\neffective date of this subdivision, its authority to carry on, conduct\\nor transact any business in this state shall be suspended, effective as\\nof the expiration of such twelve month period.\\n (4) The failure of a limited liability company that is subject to the\\nprovisions of paragraph two of this subdivision to fully comply with the\\nprovisions of said paragraph two or the suspension of such limited\\nliability company's authority to carry on, conduct or transact any\\nbusiness in this state pursuant to paragraph three of this subdivision\\nshall not impair or limit the validity of any contract or act of such\\nlimited liability company, or any right or remedy of any other party\\nunder or by virtue of any contract, act or omission of such limited\\nliability company, or the right of any other party to maintain any\\naction or special proceeding on any such contract, act or omission, or\\nright of such limited liability company to defend any action or special\\nproceeding in this state, or result in any member, manager or agent of\\nsuch limited liability company becoming liable for the contractual\\nobligations or other liabilities of the limited liability company.\\n (5) If, at any time following the suspension of a limited liability\\ncompany's authority to carry on, conduct or transact business in this\\nstate, pursuant to paragraph three of this subdivision, such limited\\nliability company shall cause proof of publication in substantial\\ncompliance with the provisions (other than the one hundred twenty day\\nperiod) of subdivision (a) of this section, consisting of the\\ncertificate of publication of the limited liability company with the\\naffidavits of publication of the newspapers annexed thereto, to be filed\\nwith the department of state, such suspension of such limited liability\\ncompany's authority to carry on, conduct or transact business shall be\\nannulled.\\n (6) For the purposes of this subdivision, a limited liability company\\nwhich was formed prior to the effective date of this subdivision shall\\nbe deemed to have complied with the publication and filing requirements\\nof this section as in effect prior to such effective date if (i) the\\nlimited liability company was formed on or after January first, nineteen\\nhundred ninety-nine and prior to such effective date and the limited\\nliability company filed at least one affidavit of the printer or\\npublisher of a newspaper with the department of state at any time prior\\nto such effective date, or (ii) the limited liability company was formed\\nprior to January first, nineteen hundred ninety-nine, without regard to\\nwhether the limited liability company did or did not file any affidavit\\nof the printer or publisher of a newspaper with the secretary of state.\\n (c) The information in a notice published pursuant to this section\\nshall be presumed to be in compliance with and satisfaction of the\\nrequirements of this section.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "207", "title" : "Execution of articles or certificates", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "207", "activeDate" : "2014-09-22", "sequenceNo" : 12, "repealedDate" : null, "fromSection" : "207", "toSection" : "207", "text" : " § 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 of the limited liability company;\\n (2) a certificate of amendment must be signed by at least one member,\\nmanager or authorized person of the limited liability company;\\n (3) restated articles of organization or amended and restated articles\\nof organization must be signed by at least one member, manager or\\nauthorized person of the limited liability company;\\n (4) a certificate of correction must be signed by at least one member,\\nmanager or authorized person of the limited liability company;\\n (5) a certificate of cancellation must be signed by at least one\\nmember, manager or authorized person of the limited liability company;\\nand\\n (6) all other certificates must be signed by at least one member,\\nmanager or authorized person of the limited liability company.\\n (b) Any person may sign any articles or certificate by an attorney in\\nfact. Powers of attorney relating to the signing of articles or a\\ncertificate by an attorney in fact need not be filed with the department\\nof state or provided as evidence of authority by the person filing but\\nmust be retained in the records of the limited liability company.\\n (c) Each article or certificate must be signed.\\n (d) Each article or certificate must include the name and capacity of\\neach signer.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "208", "title" : "Execution, amendment or cancellation by judicial act", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "208", "activeDate" : "2014-09-22", "sequenceNo" : 13, "repealedDate" : null, "fromSection" : "208", "toSection" : "208", "text" : " § 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 affected by\\nsuch failure or refusal may petition the supreme court in the judicial\\ndistrict in which the office of the limited liability company is or is\\nto be located to direct the execution of such articles or certificate.\\nIf the court finds that such articles or certificate should be executed\\nand that such person has failed or refused to execute such articles or\\ncertificate, it shall order such person to file the appropriate articles\\nor certificate.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "209", "title" : "Filing with the department of state", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "209", "activeDate" : "2014-09-22", "sequenceNo" : 14, "repealedDate" : null, "fromSection" : "209", "toSection" : "209", "text" : " § 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 the instrument that is delivered to the department of state for\\nfiling complies as to form with the requirements of law and the filing\\nfee required by any statute of this state in connection therewith has\\nbeen paid, the instrument shall be filed and indexed by the department\\nof state. The department of state shall not review such articles or\\ncertificates for legal sufficiency; its review shall be limited to\\ndetermining that the form has been completed.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "210", "title" : "Liability for false statement in articles or certificates", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "210", "activeDate" : "2014-09-22", "sequenceNo" : 15, "repealedDate" : null, "fromSection" : "210", "toSection" : "210", "text" : " § 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 statement\\nmay recover damages for the loss from:\\n (1) any person who executes the articles of organization or\\ncertificate, or caused another to execute it on his or her behalf, and\\nknew, and any manager who knew of the filing of such articles or\\ncertificate and who knew or should have known with the exercise of\\nreasonable care and diligence, the statement to be false in any material\\nrespect at the time the articles or certificate was executed; and\\n (2) any manager who thereafter knows of the filing of such articles or\\ncertificate and who knows or should have known with the exercise of\\nreasonable care and diligence that any arrangement or other fact\\ndescribed in such articles or certificate has changed, making the\\nstatement false in any material respect.\\n (b) Notwithstanding paragraph two of subdivision (a) of this section,\\nno person shall have any liability for failing to cause the amendment or\\ncancellation of the articles of organization or a certificate to be\\nfiled or failing to file a petition for its amendment or cancellation,\\nif the articles of organization, certificate or petition is filed within\\nninety days of the time when that person knew or should have known that\\nthe statement in the articles of organization or certificate was false\\nin any material respect.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "211", "title" : "Amendment of articles of organization", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2021-04-23", "2023-01-06", "2023-12-29", "2024-03-08" ], "docLevelId" : "211", "activeDate" : "2014-09-22", "sequenceNo" : 16, "repealedDate" : null, "fromSection" : "211", "toSection" : "211", "text" : " § 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\\narticles of organization of... (name of limited liability company) under\\nsection two hundred eleven of the Limited Liability Company Law,\" in\\naccordance with this section, (ii) executing such certificate of\\namendment in accordance with section two hundred seven of this article\\nand (iii) filing such certificate of amendment in accordance with\\nsection two hundred nine of this article.\\n (b) The certificate of amendment may set forth only such provisions as\\nmight be lawfully contained in the initial articles of organization\\nfiled at the time of making such amendment.\\n (c) The certificate of amendment shall set forth:\\n (1) the name of the limited liability company and, if it has been\\nchanged, the name under which it was formed;\\n (2) the date of filing its initial articles of organization; and\\n (3) each amendment effected thereby, setting forth the subject matter\\nof each provision of the articles of organization that is to be amended\\nor eliminated and the full text of the provision or provisions, if any,\\nwhich are to be substituted or added.\\n (d) In particular, but without limiting the general power of amendment\\nas stated in subdivision (b) of this section, a limited liability\\ncompany shall amend its articles of organization no later than ninety\\ndays after the happening of any of the following events:\\n (1) a change in the name of the limited liability company;\\n (2) a change in the county within this state in which the office of\\nthe limited liability company is to be located;\\n (3) a change in the latest date, if any, on which the limited\\nliability company is to dissolve;\\n (4) the continuation of the limited liability company under section\\nseven hundred one of this chapter after an event of dissolution;\\n (5) a change in the name or street address of its registered agent in\\nthe state if such change is made other than pursuant to section three\\nhundred two of this chapter;\\n (6) a change in the post office address to which the secretary of\\nstate shall mail a copy of any process against the limited liability\\ncompany served upon him or her if such change is made other than\\npursuant to section three hundred one of this chapter;\\n (7) a change in whether the limited liability company is to be managed\\nby one or more members of a class or classes of members or by one or\\nmore managers or a class or classes of managers;\\n (8) the discovery of a materially false or inaccurate statement in the\\narticles of organization; and\\n (9) the decision to change any other statement in the articles of\\norganization.\\n (e) Unless otherwise provided in this chapter, a certificate of\\namendment shall be effective at the time of its filing with the\\ndepartment of state.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "211-A", "title" : "Certificate of change", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2021-04-23", "2023-01-06" ], "docLevelId" : "211-A", "activeDate" : "2014-09-22", "sequenceNo" : 17, "repealedDate" : null, "fromSection" : "211-A", "toSection" : "211-A", "text" : " § 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\\nstate shall mail a copy of any process against the limited liability\\ncompany served upon him; and (iii) make, revoke or change the\\ndesignation of a registered agent, or specify or change the address of\\nthe registered agent. Any one or more such changes may be accomplished\\nby filing a certificate of change which shall be entitled \"Certificate\\nof Change of ....... (name of limited liability company) under section\\n211-A of the Limited Liability Company Law\" and shall be signed and\\ndelivered to the department of state. It shall set forth:\\n (1) the name of the limited liability company, and if it has been\\nchanged, the name under which it was formed;\\n (2) the date the articles of organization were filed by the department\\nof state; and\\n (3) each change effected thereby.\\n (b) A certificate of change which changes only the post office address\\nto which the secretary of state shall mail a copy of any process against\\na limited liability company served upon him or the address of the\\nregistered agent, provided such address being changed is the address of\\na person, partnership or corporation whose address, as agent, is the\\naddress to be changed or who has been designated as registered agent for\\nsuch limited liability company may be signed and delivered to the\\ndepartment of state by such agent. The certificate of change shall set\\nforth the statements required under subdivision (a) of this section;\\nthat a notice of the proposed change was mailed to the domestic limited\\nliability company by the party signing the certificate not less than\\nthirty days prior to the date of delivery to the department of state and\\nthat such domestic limited liability company has not objected thereto;\\nand that the party signing the certificate is the agent of such limited\\nliability company to whose address the secretary of state is required to\\nmail copies of process or the registered agent, if such be the case. A\\ncertificate signed and delivered under this subdivision shall not be\\ndeemed to effect a change of location of the office of the limited\\nliability company in whose behalf such certificate is filed.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "212", "title" : "Certificate of correction", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "212", "activeDate" : "2014-09-22", "sequenceNo" : 18, "repealedDate" : null, "fromSection" : "212", "toSection" : "212", "text" : " § 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\\napparent on the face, incorrect statement or defect in the execution\\nthereof, including the deletion of any matter not permitted to be stated\\ntherein. A certificate, entitled \"Certificate of correction of... (title\\nof articles or certificate and name of limited liability company) under\\nsection two hundred twelve of the Limited Liability Company Law,\" shall\\nbe signed and delivered to the department of state. It shall set forth\\nthe name of the limited liability company, the date the articles or\\ncertificate to be corrected was filed by the department of state, a\\nstatement as to the nature of the informality, error, incorrect\\nstatement or defect, the provision in the articles or certificate as\\ncorrected or eliminated and, if the execution was defective, the proper\\nexecution. The filing of the certificate of correction with the\\ndepartment of state shall not alter the effective date of the instrument\\nbeing corrected and shall not affect any right or liability accrued or\\nincurred before such filing. A name of a limited liability company may\\nnot be changed or corrected pursuant to this section.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "213", "title" : "Authorization of amendment of articles of organization", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "213", "activeDate" : "2014-09-22", "sequenceNo" : 19, "repealedDate" : null, "fromSection" : "213", "toSection" : "213", "text" : " § 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 subdivision (a) of this section, unless the\\noperating agreement provides otherwise (including, but not limited to,\\nby restricting or enlarging the management powers or responsibilities of\\none or more managers or classes of managers), if the limited liability\\ncompany is managed by one or more managers then any of the following\\namendments may be authorized by a majority of such managers:\\n (1) to change the name or street address of the registered agent, if\\nany, of the limited liability company in the state;\\n (2) to change the post office address to which the secretary of state\\nshall mail a copy of any process against the limited liability company\\nserved upon him or her; and\\n (3) to correct any error in the articles of organization pursuant to\\nsection two hundred twelve of this article.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "214", "title" : "Restated articles of organization", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "214", "activeDate" : "2014-09-22", "sequenceNo" : 20, "repealedDate" : null, "fromSection" : "214", "toSection" : "214", "text" : " § 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\\nLimited Liability Company Law\", the text of its articles of\\norganization, without making any amendment thereby. Alternatively, a\\nlimited liability company may restate in a single instrument the text of\\nits articles of organization and as amended thereby to effect any one or\\nmore of the amendments authorized by this article.\\n (b) The restated or amended and restated articles of organization, as\\nthe case may be, shall be executed in accordance with section two\\nhundred seven of this article.\\n (c) The restated articles of organization shall be filed with the\\ndepartment of state in accordance with section two hundred nine of this\\narticle and shall set forth:\\n (1) the name of the limited liability company and, if it has been\\nchanged, the name under which it was formed;\\n (2) the date of filing of its articles of organization; and\\n (3) if the restated articles of organization restate the text of the\\narticles of organization without making any amendments, then a statement\\nthat the text of the articles of organization is thereby restated\\nwithout amendment to read as therein set forth in full; or\\n (4) if the restated articles restate the text of the articles of\\norganization, and is amended thereby, then a statement that the articles\\nof organization is amended to effect one or more of the amendments\\nauthorized by this chapter, specifying each such amendment and that the\\ntext of the articles of organization is thereby restated as amended to\\nread as therein set forth in full.\\n (d) Any amendments effected in connection with the restatement of the\\narticles of organization shall be subject to any other provisions of\\nthis chapter, including, but not limited to, section two hundred\\nthirteen of this article, that would apply if a separate certificate of\\namendment were filed to effect such amendment.\\n (e) Unless otherwise provided in this chapter, the restated or amended\\nand restated articles of organization, as the case may be, shall be\\neffective at the time of its filing with the department of state.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false } ], "size" : 15 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "A3", "title" : "Service of Process", "docType" : "ARTICLE", "publishedDates" : [ "2014-09-22", "2021-04-23" ], "docLevelId" : "3", "activeDate" : "2014-09-22", "sequenceNo" : 21, "repealedDate" : null, "fromSection" : "301", "toSection" : "305", "text" : " ARTICLE III\\n SERVICE OF PROCESS\\nSection 301. Statutory designation of secretary of state as agent for\\n service of process.\\n 301-A. Resignation for receipt of process.\\n 302. Registered agent for service of process.\\n 303. Service of process on limited liability companies.\\n 304. Service of process on unauthorized foreign limited\\n liability companies.\\n 305. Records of process served on the secretary of state.\\n", "documents" : { "items" : [ { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "301", "title" : "Statutory designation of secretary of state as agent for service of process", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2015-04-24", "2021-04-23", "2023-01-06" ], "docLevelId" : "301", "activeDate" : "2014-09-22", "sequenceNo" : 22, "repealedDate" : null, "fromSection" : "301", "toSection" : "301", "text" : " § 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\\nevery foreign limited liability company upon which process may be served\\npursuant to this chapter.\\n (b) No domestic or foreign limited liability company may be formed or\\nauthorized to do business in this state under this chapter unless its\\narticles of organization or application for authority designates the\\nsecretary of state as such agent.\\n (c) Any designated post office address to which the secretary of state\\nshall mail a copy of process served upon him or her as agent of a\\ndomestic limited liability company or a foreign limited liability\\ncompany shall continue until the filing of a certificate under this\\nchapter directing the mailing to a different post office address.\\n (e) Every limited liability company to which this chapter applies,\\nshall biennially in the calendar month during which its articles of\\norganization or application for authority were filed, or effective date\\nthereof if stated, file on forms prescribed by the secretary of state, a\\nstatement setting forth the post office address within or without this\\nstate to which the secretary of state shall mail a copy of any process\\naccepted against it served upon him or her. Such address shall supersede\\nany previous address on file with the department of state for this\\npurpose.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "301-A", "title" : "Resignation for receipt of process", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2015-04-24" ], "docLevelId" : "301-A", "activeDate" : "2014-09-22", "sequenceNo" : 23, "repealedDate" : null, "fromSection" : "301-A", "toSection" : "301-A", "text" : " 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\"Certificate of Resignation for Receipt of Process under section 301-A\\nof the Limited Liability Company Law\" shall be signed by such party and\\ndelivered to the department of state. It shall set forth:\\n (1) the name of the limited liability company and the date that its\\narticles of organization or application for authority was filed by the\\ndepartment of state.\\n (2) that the address of the party has been designated by the limited\\nliability company as the post office address to which the secretary of\\nstate shall mail a copy of any process served on the secretary of state\\nas agent for such limited liability company, and that such party wishes\\nto resign.\\n (3) that sixty days prior to the filing of the certificate of\\nresignation with the department of state the party has sent a copy of\\nthe certificate of resignation for receipt of process by registered or\\ncertified mail to the address of the registered agent of the designated\\nlimited liability company, if other than the party filing the\\ncertificate of resignation, for receipt of process, or if the resigning\\nlimited liability company has no registered agent, then to the last\\naddress of the designated limited liability company known to the party,\\nspecifying the address to which the copy was sent. If there is no\\nregistered agent and no known address of the designating limited\\nliability company, the party shall attach an affidavit to the\\ncertificate stating that a diligent but unsuccessful search was made by\\nthe party to locate the limited liability company, specifying what\\nefforts were made.\\n (4) that the designated limited liability company is required to\\ndeliver to the department of state a certificate of amendment or change\\nproviding for the designation by the limited liability company of a new\\naddress, and that upon its failure to file such certificate its\\nauthority to do business in this state shall be suspended.\\n (b) Upon the failure of the designating limited liability company to\\nfile a certificate of amendment or certificate of change providing for\\nthe designation by the limited liability company of the new address\\nafter the filing of a certificate of resignation for receipt of process\\nwith the secretary of state, its authority to do business in this state\\nshall be suspended.\\n (c) The filing by the department of state of a certificate of\\namendment or certificate of change providing for a new address by a\\ndesignating limited liability company shall annul the suspension and its\\nauthority to do business in this state shall be restored and continued\\nas if no suspension had occurred.\\n (d) The resignation for receipt of process shall become effective upon\\nthe filing by the department of state of a certificate of resignation\\nfor receipt of process.\\n (e)(1) In any case in which a limited liability company suspended\\npursuant to this section would be subject to the personal or other\\njurisdiction of the courts of this state under article three of the\\ncivil practice law and rules, process against such limited liability\\ncompany may be served upon the secretary of state as its agent pursuant\\nto this section. Such process may be issued in any court in this state\\nhaving jurisdiction of the subject matter.\\n (2) Service of such process upon the secretary of state shall be made\\nby personally delivering to and leaving with him or his deputy, or with\\nany person authorized by the secretary of state to receive such service,\\nat the office of the department of state in the city of Albany, a copy\\nof such process together with the statutory fee, which fee shall be a\\ntaxable disbursement. Such service shall be sufficient if notice thereof\\nand a copy of the process are:\\n (i) delivered personally within or without that state to such limited\\nliability company by a person and in the manner authorized to serve\\nprocess by law of the jurisdiction in which service is made, or\\n (ii) sent by or on behalf of the plaintiff to such limited company by\\nregistered or certified mail with return receipt requested to the last\\naddress of such limited liability company known to the plaintiff.\\n (3)(i) Where service of a copy of process was effected by personal\\nservice, proof of service shall be by affidavit of compliance with the\\nsection filed, together with the process, within thirty days after such\\nservice, with the clerk of the court in which the action or special\\nproceeding is pending. Service of process shall be complete ten days\\nafter such papers are filed with the clerk of the court.\\n (ii) Where service of a copy of process was effected by mailing in\\naccordance with this section, proof of service shall be by affidavit of\\ncompliance with this section filed, together with the process, within\\nthirty days after receipt of the return receipt signed by the limited\\nliability company or other official proof of delivery or of the original\\nenvelope mailed. If a copy of the process is mailed in accordance with\\nthis section, there shall be filed with the affidavit of compliance\\neither the return receipt signed by such limited company or other\\nofficial proof of delivery, if acceptance was refused by it, the\\noriginal envelope with a notation by the postal authorities that\\nacceptance was refused. If acceptance was refused a copy of the notice\\nand process together with notice of the mailing by registered or\\ncertified mail and refusal to accept shall be promptly sent to such\\nlimited liability company at the same address by ordinary mail and the\\naffidavit of compliance shall so state. Service of process shall be\\ncomplete ten days after such papers are filed with the clerk of the\\ncourt. The refusal to accept delivery of the registered or certified\\nmail or to sign the return receipt shall not affect the validity of the\\nservice and such limited liability company refusing to accept such\\nregistered or certified mail shall be charged with knowledge of the\\ncontents thereof.\\n (4) Service made as provided in this section without the state shall\\nhave the same force as personal service made within this state.\\n (5) Nothing in this section shall affect the right to serve process in\\nany other manner permitted by law.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "302", "title" : "Registered agent for service of process", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "302", "activeDate" : "2014-09-22", "sequenceNo" : 24, "repealedDate" : null, "fromSection" : "302", "toSection" : "302", "text" : " § 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 liability company\\nmay be served.\\n (b) The agent must be either:\\n (1) a natural person who is a resident of this state or has a business\\naddress in this state;\\n (2) a domestic limited liability company or an authorized foreign\\nlimited liability company; or\\n (3) a domestic corporation or a foreign corporation authorized to do\\nbusiness in this state.\\n (d) The registered agent of a limited liability company may resign as\\nsuch agent. The registered agent shall file a certificate with the\\ndepartment of state entitled \"Certificate of resignation of registered\\nagent of... (name of limited liability company) under subdivision (d) of\\nsection three hundred two of the Limited Liability Company Law\" and\\nexecuted by such registered agent. Such certificate shall set forth:\\n (1) the name of the limited liability company, and if it has been\\nchanged, the name under which it was formed. With respect to a foreign\\nlimited liability company, there shall be set forth its name and, if\\napplicable, the fictitious name the foreign limited liability company\\nhas agreed to use in this state pursuant to section eight hundred two of\\nthis chapter;\\n (2) the date the articles of organization or application for authority\\nwas filed by the department of state;\\n (3) that he or she resigns as registered agent of the limited\\nliability company; and\\n (4) that he or she has sent a copy of the certificate of resignation\\nby registered mail to the limited liability company at the post office\\naddress on file with the department of state specified for the mailing\\nof process or, if such address is the address of the registered agent,\\nto the office of the limited liability company in the jurisdiction of\\nits formation.\\n (e) The designation of a registered agent shall terminate thirty days\\nafter the filing with the department of state of the certificate of\\nresignation. A certificate designating a new registered agent may be\\ndelivered to the department of state by the limited liability company\\nwithin the thirty days or thereafter.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "303", "title" : "Service of process on limited liability companies", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2021-04-23", "2023-01-06" ], "docLevelId" : "303", "activeDate" : "2014-09-22", "sequenceNo" : 25, "repealedDate" : null, "fromSection" : "303", "toSection" : "303", "text" : " § 303. Service of process on limited liability companies. (a) Service\\nof process on the secretary of state as agent of a domestic limited\\nliability company or authorized foreign limited liability company shall\\nbe made by personally delivering to and leaving with the secretary of\\nstate or his or her deputy, or with any person authorized by the\\nsecretary of state to receive such service, at the office of the\\ndepartment of state in the city of Albany, duplicate copies of such\\nprocess together with the statutory fee, which fee shall be a taxable\\ndisbursement. Service of process on such limited liability company shall\\nbe complete when the secretary of state is so served. The secretary of\\nstate shall promptly send one of such copies by certified mail, return\\nreceipt requested, to such limited liability company at the post office\\naddress on file in the department of state specified for that purpose.\\n (b) Nothing in this section shall limit or affect the right to serve\\nany process required or permitted by law to be served upon a limited\\nliability company in any other manner now or hereafter permitted by law\\nor applicable rules of procedure.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "304", "title" : "Service of process on unauthorized foreign limited liability companies", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2021-04-23", "2023-01-06" ], "docLevelId" : "304", "activeDate" : "2014-09-22", "sequenceNo" : 26, "repealedDate" : null, "fromSection" : "304", "toSection" : "304", "text" : " § 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 limited\\nliability company not authorized to do business in this state is subject\\nto a like jurisdiction. In any such case, process against such foreign\\nlimited liability company may be served upon the secretary of state as\\nits agent. Such process may issue in any court in this state having\\njurisdiction of the subject matter.\\n (b) Service of such process upon the secretary of state shall be made\\nby personally delivering to and leaving with the secretary of state or\\nhis or her deputy, or with any person authorized by the secretary of\\nstate to receive such service, at the office of the department of state\\nin the city of Albany, a copy of such process together with the\\nstatutory fee, which fee shall be a taxable disbursement.\\n (c) Such service shall be sufficient if notice thereof and a copy of\\nthe process are:\\n (1) delivered personally outside this state to such foreign limited\\nliability company by a person and in the manner authorized to serve\\nprocess by law of the jurisdiction in which service is made; or\\n (2) sent by or on behalf of the plaintiff to such foreign limited\\nliability company by registered mail, return receipt requested, at the\\npost office address specified for the purpose of mailing process, on\\nfile in the department of state, or with any official or body performing\\nthe equivalent function, in the jurisdiction of its formation, or if no\\nsuch address is specified, to its registered or other office specified,\\nor if no such office is specified, to the last address of such foreign\\nlimited liability company known to the plaintiff.\\n (d) Where service of a copy of process was effected by personal\\nservice, proof of service shall be by affidavit of compliance with this\\nsection filed, together with the process, within thirty days after such\\nservice, with the clerk of the court in which the action or special\\nproceeding is pending. Service of process shall be complete ten days\\nafter such papers are filed with the clerk of the court.\\n (e) Where service of a copy of process was effected by mailing in\\naccordance with this section, proof of service shall be by affidavit of\\ncompliance with this section filed, together with the process, within\\nthirty days after receipt of the return receipt signed by the foreign\\nlimited liability company or other official proof of delivery or of the\\noriginal envelope mailed. If a copy of the process is mailed in\\naccordance with this section, there shall be filed with the affidavit of\\ncompliance either the return receipt signed by such foreign limited\\nliability company or other official proof of delivery or, if acceptance\\nwas refused by it, the original envelope with a notation by the postal\\nauthorities that acceptance was refused. If acceptance was refused, a\\ncopy of the notice and process together with notice of the mailing by\\nregistered mail and refusal to accept shall be promptly sent to such\\nforeign limited liability company at the same address by ordinary mail\\nand the affidavit of compliance shall so state. Service of process shall\\nbe complete ten days after such papers are filed with the clerk of the\\ncourt. The refusal to accept delivery of the registered mail or to sign\\nthe return receipt shall not affect the validity of the service and such\\nforeign limited liability company refusing to accept such registered\\nmail shall be charged with knowledge of the contents thereof.\\n (f) Service made as provided in this section shall have the same force\\nas personal service made within this state.\\n (g) Nothing in this section shall limit or affect the right to serve\\nany process required or permitted by law to be served upon a foreign\\nlimited liability company in any other manner now or hereafter permitted\\nby law or applicable rules of procedure.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "305", "title" : "Records of process served on the secretary of state", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "305", "activeDate" : "2014-09-22", "sequenceNo" : 27, "repealedDate" : null, "fromSection" : "305", "toSection" : "305", "text" : " § 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", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false } ], "size" : 6 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "A4", "title" : "Management By Members or Managers", "docType" : "ARTICLE", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "4", "activeDate" : "2014-09-22", "sequenceNo" : 28, "repealedDate" : null, "fromSection" : "401", "toSection" : "420", "text" : " ARTICLE IV\\n MANAGEMENT BY MEMBERS OR MANAGERS\\nSection 401. Management of the limited liability company by members.\\n 402. Voting rights of members.\\n 403. Meetings of members.\\n 404. Quorum of members.\\n 405. Notice of meetings of members.\\n 406. Waiver of notice.\\n 407. Action by members without a meeting.\\n 408. Management by managers.\\n 409. Duties of managers.\\n 410. Qualification of managers.\\n 411. Interested managers.\\n 412. Agency of members or managers.\\n 413. Election and term of managers.\\n 414. Removal or replacement of managers.\\n 415. Resignation of managers.\\n 416. Vacancies.\\n 417. Operating agreement.\\n 418. Classes and voting of members.\\n 419. Classes and voting of managers.\\n 420. Indemnification.\\n", "documents" : { "items" : [ { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "401", "title" : "Management of the limited liability company by members", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "401", "activeDate" : "2014-09-22", "sequenceNo" : 29, "repealedDate" : null, "fromSection" : "401", "toSection" : "401", "text" : " § 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 vested\\nin its members who shall manage the limited liability company in\\naccordance with this chapter, subject to any provisions in the articles\\nof organization or the operating agreement and section four hundred\\neighteen of this article granting or withholding the management powers\\nor responsibilities of one or more members or classes of members.\\n (b) If management of a limited liability company is vested in its\\nmembers, then (i) any such member exercising such management powers or\\nresponsibilities shall be deemed to be a manager for purposes of\\napplying the provisions of this chapter, unless the context otherwise\\nrequires, and (ii) any such member shall have and be subject to all of\\nthe duties and liabilities of a manager provided in this chapter.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "402", "title" : "Voting rights of members", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "402", "activeDate" : "2014-09-22", "sequenceNo" : 30, "repealedDate" : null, "fromSection" : "402", "toSection" : "402", "text" : " § 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\\narticles of organization or the operating agreement, each member of a\\nlimited liability company shall vote in proportion to such member's\\nshare of the current profits of the limited liability company in\\naccordance with section five hundred three of this chapter.\\n (b) Except as provided in the operating agreement, any member may vote\\nin person or by proxy.\\n (c) Except as provided in the operating agreement, whether or not a\\nlimited liability company is managed by the members or by one or more\\nmanagers, the vote of a majority in interest of the members entitled to\\nvote thereon shall be required to:\\n (1) admit a person as a member and issue such person a membership\\ninterest in the limited liability company;\\n (2) approve the incurrence of indebtedness by the limited liability\\ncompany other than in the ordinary course of its business; or\\n (3) adopt, amend, restate or revoke the articles of organization or\\noperating agreement, subject to the provisions in subdivision (e) of\\nthis section, subdivision (b) of section six hundred nine of this\\nchapter and subdivision (b) of section four hundred seventeen of this\\narticle.\\n (d) Except as provided in the operating agreement, whether or not a\\nlimited liability company is managed by the members or by one or more\\nmanagers, the vote of at least a majority in interest of the members\\nentitled to vote thereon shall be required to:\\n (1) approve the dissolution of the limited liability company in\\naccordance with section seven hundred one of this chapter;\\n (2) approve the sale, exchange, lease, mortgage, pledge or other\\ntransfer of all or substantially all of the assets of the limited\\nliability company; or\\n (3) approve a merger or consolidation of the limited liability company\\nwith or into another limited liability company or foreign limited\\nliability company.\\n (e) Notwithstanding anything to the contrary in this section or\\nsection four hundred seventeen of this article, no applicable provision\\nin either this chapter, the articles of organization or operating\\nagreement, as the case may be, that provides for the vote or consent of\\na percentage in interest of the members or class of members shall be\\namended without the vote or consent of at least such percentage in\\ninterest of the members or such class of members.\\n (f) Whenever any action is to be taken under this chapter by the\\nmembers or a class of members, it shall, except as otherwise required or\\nspecified by this chapter or the articles of organization or the\\noperating agreement as permitted by this chapter, be authorized by a\\nmajority in interest of the members' votes cast at a meeting of members\\nby members or such class of members entitled to vote thereon.\\n (g) A limited liability company whose original articles of\\norganization were filed with the secretary of state and effective prior\\nto the effective date of this subdivision shall continue to be governed\\nby this section as in effect on such date and shall not be governed by\\nthis section, unless otherwise provided in the operating agreement.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "403", "title" : "Meetings of members", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "403", "activeDate" : "2014-09-22", "sequenceNo" : 31, "repealedDate" : null, "fromSection" : "403", "toSection" : "403", "text" : " § 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\\noperating agreement, or if not so fixed, at the office of the limited\\nliability company. Except as provided in the operating agreement,\\nmembers of a limited liability company may participate in a meeting by\\nmeans of conference telephone or similar communications equipment by\\nmeans of which all persons participating in the meeting can hear each\\nother. Such participation shall constitute presence in person at the\\nmeeting.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "404", "title" : "Quorum of members", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "404", "activeDate" : "2014-09-22", "sequenceNo" : 32, "repealedDate" : null, "fromSection" : "404", "toSection" : "404", "text" : " § 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 required to\\nbe voted on by a class of members voting as a class, a majority in\\ninterest of the members of such class shall constitute a quorum for the\\ntransaction of such specified item of business.\\n (b) The operating agreement may provide for a greater quorum or a\\nlesser quorum, provided that such lesser quorum shall not be less than\\none-third in interest of the members entitled to vote.\\n (c) When a quorum is once present to organize a meeting, it is not\\nbroken by the subsequent withdrawal of any members.\\n (d) The members present may adjourn the meeting despite the absence of\\na quorum.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "405", "title" : "Notice of meetings of members", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "405", "activeDate" : "2014-09-22", "sequenceNo" : 33, "repealedDate" : null, "fromSection" : "405", "toSection" : "405", "text" : " § 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 the meeting, indicating that it is being issued by or at the\\ndirection of the person or persons calling the meeting and, in the case\\nof a special meeting, stating the purpose or purposes for which the\\nmeeting is called.\\n (b) Except as provided in the operating agreement, a copy of the\\nnotice of any meeting shall be given, personally or by first class mail,\\nnot less than ten or more than sixty days before the date of the\\nmeeting, provided, however, that a copy of such notice may be given by\\nthird class mail not less than twenty-four nor more than sixty days\\nbefore the date of the meeting, to each member entitled to vote at such\\nmeeting. If mailed, such notice is given when deposited in the United\\nStates mail, with postage thereon prepaid, directed to the member at his\\nor her address as it appears in the records of the limited liability\\ncompany. An affidavit of a manager, if any, or other person giving the\\nnotice that the notice required by this section has been given shall, in\\nthe absence of fraud, be prima facie evidence of the facts therein\\nstated.\\n (c) Except as provided in the operating agreement, when a meeting is\\nadjourned to another time or place, it shall not be necessary to give\\nany notice of the adjourned meeting if the time and place to which the\\nmeeting is adjourned are announced at the meeting at which the\\nadjournment is taken, and at the adjourned meeting any business may be\\ntransacted that might have been transacted at the original date of the\\nmeeting.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "406", "title" : "Waiver of notice", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "406", "activeDate" : "2014-09-22", "sequenceNo" : 34, "repealedDate" : null, "fromSection" : "406", "toSection" : "406", "text" : " § 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\\nor by proxy, without protesting prior to the conclusion of the meeting\\nthe lack of notice of such meeting, shall constitute a waiver of notice\\nby him or her.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "407", "title" : "Action by members without a meeting", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "407", "activeDate" : "2014-09-22", "sequenceNo" : 35, "repealedDate" : null, "fromSection" : "407", "toSection" : "407", "text" : " § 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\\nnotice and without a vote, if a consent or consents in writing, setting\\nforth the action so taken shall be signed by the members who hold the\\nvoting interests having not less than the minimum number of votes that\\nwould be necessary to authorize or take such action at a meeting at\\nwhich all of the members entitled to vote therein were present and voted\\nand shall be delivered to the office of the limited liability company,\\nits principal place of business or a manager, employee or agent of the\\nlimited liability company having custody of the records of the limited\\nliability company. Delivery made to the office of the limited liability\\ncompany shall be by hand or by certified or registered mail, return\\nreceipt requested.\\n (b) Every written consent shall bear the date of signature of each\\nmember who signs the consent, and, except as provided in the operating\\nagreement, no written consent shall be effective to take the action\\nreferred to therein unless, within sixty days of the earliest dated\\nconsent delivered in the manner required by this section to the limited\\nliability company, written consents signed by a sufficient number of\\nmembers to take the action are delivered to the office of the limited\\nliability company, its principal place of business or a manager,\\nemployee or agent of the limited liability company having custody of the\\nrecords of the limited liability company. Delivery made to such office,\\nprincipal place of business or manager, employee or agent shall be by\\nhand or by certified or registered mail, return receipt requested.\\n (c) Prompt notice of the taking of the action without a meeting by\\nless than unanimous written consent shall be given to those members who\\nhave not consented in writing but who would have been entitled to vote\\nthereon had such action been taken at a meeting. In the event that the\\naction that is consented to is such as would have required the filing of\\narticles or a certificate under any other section of this chapter, if\\nsuch action had been voted on by members at a meeting thereof, such\\narticles or certificate filed under such other section shall state, in\\nlieu of any statement required by such section concerning any vote of\\nmembers, that written consent has been given in accordance with this\\nsection and that written notice has been given as provided in this\\nsection.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "408", "title" : "Management by managers", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "408", "activeDate" : "2014-09-22", "sequenceNo" : 36, "repealedDate" : null, "fromSection" : "408", "toSection" : "408", "text" : " § 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 one\\nor more managers or classes of managers in accordance with this chapter,\\nsubject to any provisions in the articles of organization or the\\noperating agreement and section four hundred nineteen of this article\\ngranting or withholding the management powers or responsibilities of one\\nor more managers or class or classes of managers. A manager shall hold\\nsuch offices and have such responsibilities accorded to him or her by\\nthe members as provided in the operating agreement.\\n (b) Except as provided in the operating agreement and in accordance\\nwith section four hundred nineteen of this article, the managers shall\\nmanage the limited liability company by the affirmative vote of a\\nmajority of the managers.\\n (c) Except as provided in the operating agreement, any action required\\nor permitted to be taken by a vote of the managers or a class of\\nmanagers may be taken without a vote if all of the managers or all of\\nthe managers in such class, as the case may be, consent thereto in\\nwriting, and the writing is filed with the records of the limited\\nliability company.\\n (d) Except as otherwise provided in the operating agreement, managers\\nof a limited liability company may participate in a meeting by means of\\nconference telephone or similar communications equipment by means of\\nwhich all persons participating in the meeting can hear each other. Such\\nparticipation shall constitute presence in person at the meeting.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "409", "title" : "Duties of managers", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "409", "activeDate" : "2014-09-22", "sequenceNo" : 37, "repealedDate" : null, "fromSection" : "409", "toSection" : "409", "text" : " § 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\\ncircumstances.\\n (b) In performing his or her duties, a manager shall be entitled to\\nrely on information, opinions, reports or statements, including\\nfinancial statements and other financial data, in each case prepared or\\npresented by:\\n (1) one or more agents or employees of the limited liability company;\\n (2) counsel, public accountants or other persons as to matters that\\nthe manager believes to be within such person's professional or expert\\ncompetence; or\\n (3) a class of managers of which he or she is not a member, duly\\ndesignated in accordance with the operating agreement of the limited\\nliability company, as to matters within its designated authority, which\\nclass the manager believes to merit confidence, so long as in so relying\\nhe or she shall be acting in good faith and with such degree of care,\\nbut he or she shall not be considered to be acting in good faith if he\\nor she has knowledge concerning the matter in question that would cause\\nsuch reliance to be unwarranted.\\n (c) A person who so performs his or her duties in accordance with this\\nsection shall have no liability by reason of being or having been a\\nmanager of the limited liability company.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "410", "title" : "Qualification of managers", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "410", "activeDate" : "2014-09-22", "sequenceNo" : 38, "repealedDate" : null, "fromSection" : "410", "toSection" : "410", "text" : " § 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", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "411", "title" : "Interested managers", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "411", "activeDate" : "2014-09-22", "sequenceNo" : 39, "repealedDate" : null, "fromSection" : "411", "toSection" : "411", "text" : " § 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\\nare managers, directors or officers, or have a substantial financial\\ninterest, shall be either void or voidable for this reason alone or by\\nreason alone that such manager or managers are present at the meeting of\\nthe managers, or of a class thereof, which approves such contract or\\ntransaction, or that his or her or their votes are counted for such\\npurpose:\\n (1) if the material facts as to such manager's interest in such\\ncontract or transaction and as to any such common managership,\\ndirectorship, officership or financial interest are disclosed in good\\nfaith or known to the other managers or class of managers, and the\\nmanagers or such class approve such contract or transaction by a vote\\nsufficient for such purpose without counting the vote of such interested\\nmanager or, if the votes of the disinterested managers are insufficient\\nto constitute an act of the managers pursuant to section four hundred\\neight of this article, by unanimous vote of the disinterested managers;\\nor\\n (2) if the material facts as to such manager's interest in such\\ncontract or transaction and as to any such common managership,\\ndirectorship, officership or financial interest are disclosed in good\\nfaith or known to the members entitled to vote thereon, and such\\ncontract or transaction is approved by vote of such members.\\n (b) If such good faith disclosure of the material facts as to the\\nmanager's interest in the contract or transaction and as to any such\\ncommon managership, directorship, officership or financial interest is\\nmade to the managers or members, or known to the managers or class of\\nmanagers or members approving such contract or transaction, as provided\\nin subdivision (a) of this section, the contract or transaction may not\\nbe avoided by the limited liability company for the reasons set forth in\\nsubdivision (a) of this section. If there was no such disclosure or\\nknowledge, or if the vote of such interested manager was necessary for\\nthe approval of such contract or transaction at a meeting of the\\nmanagers or class of managers at which it was approved, the limited\\nliability company may avoid the contract or transaction unless the party\\nor parties thereto shall establish affirmatively that the contract or\\ntransaction was fair and reasonable as to the limited liability company\\nat the time it was approved by the managers, a class of managers or the\\nmembers.\\n (c) Common or interested managers may be counted in determining the\\npresence of a quorum at a meeting of the managers or of a class of\\nmanagers that approves such contract or transaction.\\n (d) The operating agreement may contain additional restrictions on\\ncontracts or transactions between a limited liability company and its\\nmanagers and may provide that contracts or transactions in violation of\\nsuch restrictions shall be void or voidable by the limited liability\\ncompany.\\n (e) Unless otherwise provided in the operating agreement, the managers\\nshall have authority to fix the compensation of managers for services in\\nany capacity.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "412", "title" : "Agency of members or managers", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "412", "activeDate" : "2014-09-22", "sequenceNo" : 40, "repealedDate" : null, "fromSection" : "412", "toSection" : "412", "text" : " § 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\\nact of every member, including the execution in the name of the limited\\nliability company of any instrument, for apparently carrying on in the\\nusual way the business of the limited liability company, binds the\\nlimited liability company, unless (i) the member so acting has in fact\\nno authority to act for the limited liability company in the particular\\nmatter and (ii) the person with whom he or she is dealing has knowledge\\nof the fact that the member has no such authority.\\n (b) If the articles of organization of a limited liability company\\nprovide that management shall be vested in one or more managers:\\n (1) no member, solely by reason of being a member, is an agent of the\\nlimited liability company for the purpose of its business except to the\\nextent that authority has been delegated to such member by the manager\\nor managers or by the provisions of the operating agreement; and\\n (2) every manager is an agent of the limited liability company for the\\npurpose of its business, and the act of every manager, including the\\nexecution in the name of the limited liability company of any\\ninstrument, for apparently carrying on in the usual way the business of\\nthe limited liability company binds the limited liability company,\\nunless (A) the manager acting has in fact no authority to act for the\\nlimited liability company in the particular matter and (B) the person\\nwith whom he or she is dealing has knowledge of the fact that the\\nmanager has no such authority.\\n (c) An act of a member or manager that is not apparently for the\\ncarrying on of the business of the limited liability company in the\\nusual way does not bind the limited liability company unless authorized\\nin fact by the limited liability company in the particular matter.\\n (d) No act of a member, manager or other agent of a limited liability\\ncompany in contravention of a restriction on authority shall bind the\\nlimited liability company to persons having knowledge of the\\nrestriction.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "413", "title" : "Election and term of managers", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "413", "activeDate" : "2014-09-22", "sequenceNo" : 41, "repealedDate" : null, "fromSection" : "413", "toSection" : "413", "text" : " § 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\\ndesignate or elect annually the manager or managers of the limited\\nliability company.\\n (b) Each manager shall hold the office and have the terms (which may\\nbe unlimited) and responsibilities accorded to him or her by the members\\nand set out in the operating agreement until his or her successor has\\nbeen elected and qualified or until his or her earlier resignation or\\nremoval.\\n (c) Except as provided in the operating agreement, the initial\\nmanagers shall hold office until the first annual meeting of members and\\nuntil their successors have been elected and qualified.\\n (d) The number of managers may be increased or decreased by amendment\\nto and in the manner provided in the operating agreement.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "414", "title" : "Removal or replacement of managers", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "414", "activeDate" : "2014-09-22", "sequenceNo" : 42, "repealedDate" : null, "fromSection" : "414", "toSection" : "414", "text" : " § 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", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "415", "title" : "Resignation of managers", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "415", "activeDate" : "2014-09-22", "sequenceNo" : 43, "repealedDate" : null, "fromSection" : "415", "toSection" : "415", "text" : " § 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\\nor the provision of any contractual agreement between the manager and\\nthe limited liability company, the limited liability company may recover\\nfrom such manager damages for such breach as provided by such operating\\nagreement or contract or by law. The election of a manager shall not of\\nitself create contract rights.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "416", "title" : "Vacancies", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "416", "activeDate" : "2014-09-22", "sequenceNo" : 44, "repealedDate" : null, "fromSection" : "416", "toSection" : "416", "text" : " § 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 thereon.\\n (b) Except as provided in the operating agreement, a manager chosen to\\nfill a vacancy shall serve the unexpired term of his or her predecessor.\\n (c) Except as provided in the operating agreement, any manager's\\nposition filled by reason of an increase in the number of managers shall\\nbe filled by the vote of a majority in interest of the members entitled\\nto vote thereon.\\n (d) Except as provided in the operating agreement, a manager chosen to\\nfill a position resulting from an increase in the number of managers\\nshall hold office until the next annual meeting of members or until a\\nsuccessor has been elected and qualified.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "417", "title" : "Operating agreement", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "417", "activeDate" : "2014-09-22", "sequenceNo" : 45, "repealedDate" : null, "fromSection" : "417", "toSection" : "417", "text" : " § 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 of the limited liability company, (ii) the conduct of its\\naffairs and (iii) the rights, powers, preferences, limitations or\\nresponsibilities of its members, managers, employees or agents, as the\\ncase may be.\\n The operating agreement may set forth a provision eliminating or\\nlimiting the personal liability of managers to the limited liability\\ncompany or its members for damages for any breach of duty in such\\ncapacity, provided that no such provision shall eliminate or limit:\\n (1) the liability of any manager if a judgment or other final\\nadjudication adverse to him or her establishes that his or her acts or\\nomissions were in bad faith or involved intentional misconduct or a\\nknowing violation of law or that he or she personally gained in fact a\\nfinancial profit or other advantage to which he or she was not legally\\nentitled or that with respect to a distribution the subject of\\nsubdivision (a) of section five hundred eight of this chapter his or her\\nacts were not performed in accordance with section four hundred nine of\\nthis article; or\\n (2) the liability of any manager for any act or omission prior to the\\nadoption of a provision authorized by this subdivision.\\n (b) The operating agreement of a limited liability company may be\\namended from time to time as provided therein; provided, however, that,\\nexcept as otherwise provided in the operating agreement or the articles\\nof organization, without the written consent of each member adversely\\naffected thereby, (i) no amendment of the operating agreement or (ii) to\\nthe extent any provision concerning (A) the obligations of any member to\\nmake contributions, (B) the allocation for tax purposes of any items of\\nincome, gain, loss, deduction or credit, (C) the manner of computing the\\ndistributions of any member or (D) the compromise of an obligation of a\\nmember to make a contribution is contained in the articles of\\norganization, no amendment of such provision in the articles of\\norganization, shall be made that (i) increases the obligations of any\\nmember to make contributions, (ii) alters the allocation for tax\\npurposes of any items of income, gain, loss, deduction or credit, (iii)\\nalters the manner of computing the distributions of any member or (iv)\\nallows the obligation of a member to make a contribution to be\\ncompromised by consent of less than all the members.\\n (c) An operating agreement may be entered into before, at the time of\\nor within ninety days after the filing of the articles of organization.\\nRegardless of whether such agreement was entered into before, at the\\ntime of or after such filing, such agreement, may be effective upon the\\nformation of the limited liability company or at such later time or date\\nas provided in the operating agreement; provided, however, under no\\ncircumstances shall an operating agreement become effective prior to the\\nformation of such company.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "418", "title" : "Classes and voting of members", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "418", "activeDate" : "2014-09-22", "sequenceNo" : 46, "repealedDate" : null, "fromSection" : "418", "toSection" : "418", "text" : " § 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\\nprovide. The articles of organization may make provision for the future\\ncreation, in the manner provided in the operating agreement, of\\nadditional classes of members having such relative rights, powers,\\npreferences and limitations as may from time to time be established\\npursuant to the operating agreement, including rights, powers,\\npreferences, limitations and duties senior to existing classes of\\nmembers. The operating agreement may grant to or withhold from all or\\none or more classes of members the right to vote upon any matter on the\\nbasis of capital contributions, capital commitments or capital accounts\\nor on a per capita, class or other basis.\\n (b) The operating agreement may set forth provisions relating to\\nnotice of the time, place or purpose of any meeting at which any matter\\nis to be voted on by any members, waiver of any such notice, action by\\nconsent without a meeting, the establishment of a record date, quorum\\nrequirements, voting in person or by proxy or any other matter with\\nrespect to the exercise of any such right to vote.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "419", "title" : "Classes and voting of managers", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "419", "activeDate" : "2014-09-22", "sequenceNo" : 47, "repealedDate" : null, "fromSection" : "419", "toSection" : "419", "text" : " § 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\\norganization may make provision for the future creation, in the manner\\nprovided in the operating agreement, of additional classes of managers\\nhaving such relative rights, powers, preferences and limitations as may\\nfrom time to time be established pursuant to the operating agreement,\\nincluding rights, powers, preferences, limitations and duties senior to\\nexisting classes of managers. The operating agreement may provide for\\nthe classification of managers within classes of managers for the\\npurpose of determining the terms of office of such managers and may\\ngrant to all or to one or more classes of managers the right to vote\\nupon any matter on a per capita, class or other basis.\\n (b) The operating agreement may set forth provisions relating to\\nnotice of the time, place or purpose of any meeting at which any matter\\nis to be voted on by any managers, waiver of any such notice, action by\\nconsent without a meeting, the establishment of a record date, quorum\\nrequirements, voting in person or by proxy or any other matter with\\nrespect to the exercise of any such right to vote.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "420", "title" : "Indemnification", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "420", "activeDate" : "2014-09-22", "sequenceNo" : 48, "repealedDate" : null, "fromSection" : "420", "toSection" : "420", "text" : " § 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\\ntestator or intestate of such member, manager or other person, from and\\nagainst any and all claims and demands whatsoever; provided, however,\\nthat no indemnification may be made to or on behalf of any member,\\nmanager or other person if a judgment or other final adjudication\\nadverse to such member, manager or other person establishes (a) that his\\nor her acts were committed in bad faith or were the result of active and\\ndeliberate dishonesty and were material to the cause of action so\\nadjudicated or (b) that he or she personally gained in fact a financial\\nprofit or other advantage to which he or she was not legally entitled.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false } ], "size" : 20 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "A5", "title" : "Contributions and Distributions", "docType" : "ARTICLE", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "5", "activeDate" : "2014-09-22", "sequenceNo" : 49, "repealedDate" : null, "fromSection" : "501", "toSection" : "509", "text" : " ARTICLE V\\n CONTRIBUTIONS AND DISTRIBUTIONS\\nSection 501. Form of capital contributions.\\n 502. Liability for contributions.\\n 503. Sharing of profits and losses.\\n 504. Sharing of distributions.\\n 505. Distributions in kind.\\n 506. Right to distribution.\\n 507. Interim distributions.\\n 508. Limitations on distributions.\\n 509. Distribution upon withdrawal.\\n", "documents" : { "items" : [ { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "501", "title" : "Form of capital contributions", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "501", "activeDate" : "2014-09-22", "sequenceNo" : 50, "repealedDate" : null, "fromSection" : "501", "toSection" : "501", "text" : " § 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 the\\nforegoing.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "502", "title" : "Liability for contributions", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "502", "activeDate" : "2014-09-22", "sequenceNo" : 51, "repealedDate" : null, "fromSection" : "502", "toSection" : "502", "text" : " § 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\\napplicable law, even if he or she is unable to perform because of death,\\ndisability or any other reason. Except as provided in the operating\\nagreement, if a member does not make any required contribution of\\nproperty or services, he or she is obligated at the option of the\\nlimited liability company to contribute cash equal to that portion of\\nthe value, as stated in the records of the limited liability company, if\\nso stated, of the contribution that he or she has not made. The\\nforegoing option shall be in addition to, and not in lieu of, any other\\nrights, including the right to specific performance, that the limited\\nliability company may have against such member under the operating\\nagreement or applicable law.\\n (b) Unless otherwise provided in the operating agreement and except as\\nprovided in section six hundred five of this chapter, the obligation of\\na member to make a contribution or to return money or other property\\npaid or distributed in violation of this chapter may be compromised only\\nby consent of all the members. Notwithstanding the compromise, a\\ncreditor of a limited liability company who extends credit in reliance\\non the obligation of any member may enforce the original obligation to\\nthe extent he or she reasonably relied on such obligation after the\\nmember signed a writing which reflects the obligation and the creditor\\nextended credit before the compromise. A conditional obligation of a\\nmember to make a contribution or return money or other property to a\\nlimited liability company may not be enforced unless the conditions to\\nthe obligation have been satisfied or waived as to or by such member.\\nConditional obligations include contributions payable upon a\\ndiscretionary call of a limited liability company or a member prior to\\nthe time the call occurs.\\n (c) The operating agreement may provide that the membership interest\\nof any member who fails to make any required contribution shall be\\nsubject to specified consequences of such failure. Such consequences may\\ninclude, but are not limited to, reduction or elimination of the\\ndefaulting member's interest, subordination of the defaulting member's\\ninterest to that of nondefaulting members, a forced sale of the\\ndefaulting member's interest, forfeiture of the defaulting member's\\ninterest, the lending by the other members of the amount necessary to\\nmeet the defaulting member's commitment, a fixing of the value of the\\ndefaulting member's interest by appraisal or by formula and redemption\\nor sale of such member's interest at such value, or other consequences.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "503", "title" : "Sharing of profits and losses", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "503", "activeDate" : "2014-09-22", "sequenceNo" : 52, "repealedDate" : null, "fromSection" : "503", "toSection" : "503", "text" : " § 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,\\nprofits and losses shall be allocated on the basis of the value, as\\nstated in the records of the limited liability company if so stated, of\\nthe contributions of each member, but not including defaulted\\nobligations to make contributions, to the extent they have been received\\nby or promised to the limited liability company and have not been\\nreturned to any such member.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "504", "title" : "Sharing of distributions", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "504", "activeDate" : "2014-09-22", "sequenceNo" : 53, "repealedDate" : null, "fromSection" : "504", "toSection" : "504", "text" : " § 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\\ndates for distributions. If the operating agreement does not so provide,\\ndistributions shall be allocated on the basis of the value, as stated in\\nthe records of the limited liability company, if so stated, of the\\ncontributions of each member, but not including defaulted obligations to\\nmake contributions, to the extent they have been received by or promised\\nto the limited liability company and have not been returned to any such\\nmember.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "505", "title" : "Distributions in kind", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "505", "activeDate" : "2014-09-22", "sequenceNo" : 54, "repealedDate" : null, "fromSection" : "505", "toSection" : "505", "text" : " § 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 provided in the operating agreement, a member may not be\\ncompelled to accept a distribution of any asset in kind from a limited\\nliability company to the extent that the percentage of the asset\\ndistributed to him or her exceeds a percentage of that asset that is\\nequal to the percentage in which he or she shares in distributions from\\nthe limited liability company.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "506", "title" : "Right to distribution", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "506", "activeDate" : "2014-09-22", "sequenceNo" : 55, "repealedDate" : null, "fromSection" : "506", "toSection" : "506", "text" : " § 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\\nliability company with respect to the distribution.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "507", "title" : "Interim distributions", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "507", "activeDate" : "2014-09-22", "sequenceNo" : 56, "repealedDate" : null, "fromSection" : "507", "toSection" : "507", "text" : " § 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 from the\\nlimited liability company and before the dissolution and winding up of\\nthe limited liability company.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "508", "title" : "Limitations on distributions", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "508", "activeDate" : "2014-09-22", "sequenceNo" : 57, "repealedDate" : null, "fromSection" : "508", "toSection" : "508", "text" : " § 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 liabilities to\\nmembers on account of their membership interests and liabilities for\\nwhich recourse of creditors is limited to specified property of the\\nlimited liability company, exceed the fair market value of the assets of\\nthe limited liability company, except that the fair market value of\\nproperty that is subject to a liability for which the recourse of\\ncreditors is limited shall be included in the assets of the limited\\nliability company only to the extent that the fair value of such\\nproperty exceeds such liability.\\n (b) A member who receives a distribution in violation of subdivision\\n(a) of this section, and who knew at the time of distribution that the\\ndistribution violated subdivision (a) of this section, shall be liable\\nto the limited liability company for the amount of the distribution. A\\nmember who receives a distribution in violation of subdivision (a) of\\nthis section, and who did not know at the time of the distribution that\\nthe distribution violated subdivision (a) of this section, shall not be\\nliable for the amount of the distribution. Subject to subdivision (c) of\\nthis section, this subdivision shall not affect any obligation or\\nliability of a member under the operating agreement or other applicable\\nlaw for the amount of a distribution.\\n (c) Unless otherwise agreed, a member who receives a wrongful\\ndistribution from a limited liability company shall have no liability\\nunder this article or other applicable law for the amount of the\\ndistribution after the expiration of three years from the date of the\\ndistribution.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "509", "title" : "Distribution upon withdrawal", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "509", "activeDate" : "2014-09-22", "sequenceNo" : 58, "repealedDate" : null, "fromSection" : "509", "toSection" : "509", "text" : " § 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\\notherwise provided in the operating agreement, he or she is entitled to\\nreceive, within a reasonable time after withdrawal, the fair value of\\nhis or her membership interest in the limited liability company as of\\nthe date of withdrawal based upon his or her right to share in\\ndistributions from the limited liability company.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false } ], "size" : 9 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "A6", "title" : "Members and Membership", "docType" : "ARTICLE", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "6", "activeDate" : "2014-09-22", "sequenceNo" : 59, "repealedDate" : null, "fromSection" : "601", "toSection" : "611", "text" : " ARTICLE VI\\n MEMBERS AND MEMBERSHIP\\nSection 601. Nature of membership interest.\\n 602. Admission of members.\\n 603. Assignment of membership interest.\\n 604. Rights of assignee to become a member.\\n 605. Liability upon assignment.\\n 606. Withdrawal of a member.\\n 607. Rights of creditors of members.\\n 608. Powers of estate of a deceased or incompetent member.\\n 609. Liability of members, managers and agents.\\n 610. Parties to actions.\\n 611. Business transactions of a member with the limited\\n liability company.\\n", "documents" : { "items" : [ { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "601", "title" : "Nature of membership interest", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "601", "activeDate" : "2014-09-22", "sequenceNo" : 60, "repealedDate" : null, "fromSection" : "601", "toSection" : "601", "text" : " § 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", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "602", "title" : "Admission of members", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "602", "activeDate" : "2014-09-22", "sequenceNo" : 61, "repealedDate" : null, "fromSection" : "602", "toSection" : "602", "text" : " § 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 agreement; provided, however, that if such date\\nis not ascertainable, the date stated in the records of the limited\\nliability company.\\n (b) After the effective date of a limited liability company's initial\\narticles of organization, a person may be admitted as a member:\\n (1) in the case of a person acquiring a membership interest directly\\nfrom the limited liability company, upon compliance with the operating\\nagreement or, if the operating agreement does not so provide, upon the\\nvote or written consent of a majority in interest of the members;\\n (2) in the case of an assignee of a membership interest of a member\\nwho has the power, as provided in the operating agreement, to grant the\\nassignee the right to become a member, upon the exercise of that power\\nand compliance with any conditions limiting the grant or exercise of the\\npower; or\\n (3) unless otherwise provided in an agreement of merger or\\nconsolidation or the operating agreement, in the case of a person\\nacquiring a membership interest in a surviving or resulting limited\\nliability company pursuant to a merger or consolidation approved in\\naccordance with subdivision (b) of section one thousand one of this\\nchapter, at the time provided in and upon compliance with the operating\\nagreement of the surviving or resulting limited liability company.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "603", "title" : "Assignment of membership interest", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "603", "activeDate" : "2014-09-22", "sequenceNo" : 62, "repealedDate" : null, "fromSection" : "603", "toSection" : "603", "text" : " § 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 participate in the\\nmanagement and affairs of the limited liability company or to become or\\nto exercise any rights or powers of a member;\\n (3) the only effect of an assignment of a membership interest is to\\nentitle the assignee to receive, to the extent assigned, the\\ndistributions and allocations of profits and losses to which the\\nassignor would be entitled; and\\n (4) a member ceases to be a member and to have the power to exercise\\nany rights or powers of a member upon assignment of all of his or her\\nmembership interest. Unless otherwise provided in the operating\\nagreement, the pledge of, or the granting of a security interest, lien\\nor other encumbrance in or against, any or all of the membership\\ninterest of a member shall not cause the member to cease to be a member\\nor to cease to have the power to exercise any rights or powers of a\\nmember.\\n (b) The operating agreement may provide that a member's interest may\\nbe evidenced by a certificate issued by the limited liability company\\nand may also provide for the assignment or transfer of any of the\\ninterest represented by such a certificate. A member's interest may be a\\ncertificated security or an uncertificated security within the meaning\\nof section 8--102 of the uniform commercial code if the requirements of\\nsection 8--103(c) are met, and if the requirements are not met such\\ninterest shall, for purposes of the uniform commercial code, be deemed\\nto be a general intangible asset. The existence of the restrictions on\\nthe sale or transfer of a membership interest, as contained in this\\nchapter and, if applicable, in the operating agreement, shall be noted\\nconspicuously on the face or back of every certificate representing a\\nmembership interest issued by a limited liability company. Any sale or\\ntransfer in violation of such restrictions shall be void.\\n (c) Unless otherwise provided in an operating agreement and except to\\nthe extent assumed by agreement, until the time, if any, that an\\nassignee of a membership interest becomes a member, the assignee shall\\nhave no liability as a member solely as a result of the assignment.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "604", "title" : "Rights of assignee to become a member", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "604", "activeDate" : "2014-09-22", "sequenceNo" : 63, "repealedDate" : null, "fromSection" : "604", "toSection" : "604", "text" : " § 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 assigned\\nor proposes to assign such membership interest.\\n (b) An assignee who has become a member has, to the extent assigned,\\nthe rights, powers, preferences and limitations and is subject to the\\nrestrictions and liabilities, of a member under the articles of\\norganization, the operating agreement and this chapter. Notwithstanding\\nthe foregoing, unless otherwise provided in the operating agreement, an\\nassignee who becomes a member is liable for the obligations of his or\\nher assignor to make contributions as provided in section five hundred\\ntwo of this chapter, but shall not be liable for the obligations of his\\nor her assignor under sections six hundred six and five hundred eight of\\nthis chapter. However, the assignee is not obligated for (i)\\nliabilities, including the obligations of his or her assignor to make\\ncontributions as provided in section five hundred two of this chapter,\\nunknown to the assignee at the time he or she becomes a member and that\\ncould not be ascertained from the operating agreement or (ii) any\\naccrued liabilities of the assignor at the time of assignment unless the\\nassignee specifically assumes such liabilities.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "605", "title" : "Liability upon assignment", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "605", "activeDate" : "2014-09-22", "sequenceNo" : 64, "repealedDate" : null, "fromSection" : "605", "toSection" : "605", "text" : " § 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\\neffectiveness of the assignment and are pursuant to section two hundred\\nten of this chapter, section five hundred eight of this chapter or, in\\nthe event the assignee becomes a member, unless otherwise provided in\\nthe operating agreement, section five hundred two of this chapter.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "606", "title" : "Withdrawal of a member", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "606", "activeDate" : "2014-09-22", "sequenceNo" : 65, "repealedDate" : null, "fromSection" : "606", "toSection" : "606", "text" : " § 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 under\\napplicable law, unless an operating agreement provides otherwise, a\\nmember may not withdraw from a limited liability company prior to the\\ndissolution and winding up of the limited liability company.\\nNotwithstanding anything to the contrary under applicable law, an\\noperating agreement may provide that a membership interest may not be\\nassigned prior to the dissolution and winding up of the limited\\nliability company.\\n (b) A limited liability company whose original article of organization\\nwere filed with the secretary of state and effective prior to the\\neffective date of this subdivision shall continue to be governed by this\\nsection as in effect on such date and shall not be governed by this\\nsection, unless otherwise provided in the operating agreement.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "607", "title" : "Rights of creditors of members", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "607", "activeDate" : "2014-09-22", "sequenceNo" : 66, "repealedDate" : null, "fromSection" : "607", "toSection" : "607", "text" : " § 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 so\\ncharged, the judgment creditor has only the rights of an assignee of the\\nmembership interest. This chapter does not deprive any member of the\\nbenefit of any exemption laws applicable to his or her membership\\ninterest.\\n (b) No creditor of a member shall have any right to obtain possession\\nof, or otherwise exercise legal or equitable remedies with respect to,\\nthe property of the limited liability company.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "608", "title" : "Powers of estate of a deceased or incompetent member", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "608", "activeDate" : "2014-09-22", "sequenceNo" : 67, "repealedDate" : null, "fromSection" : "608", "toSection" : "608", "text" : " § 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,\\nconservator or other legal representative may exercise all of the\\nmember's rights for the purpose of settling his or her estate or\\nadministering his or her property, including any power under the\\noperating agreement of an assignee to become a member. If a member is a\\ncorporation, trust or other entity and is dissolved or terminated, the\\npowers of that member may be exercised by its legal representative or\\nsuccessor.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "609", "title" : "Liability of members, managers and agents", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2015-01-02", "2015-03-06", "2019-12-20", "2020-02-14" ], "docLevelId" : "609", "activeDate" : "2014-09-22", "sequenceNo" : 68, "repealedDate" : null, "fromSection" : "609", "toSection" : "609", "text" : " § 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) is\\nliable for any debts, obligations or liabilities of the limited\\nliability company or each other, whether arising in tort, contract or\\notherwise, solely by reason of being such member, manager or agent or\\nacting (or omitting to act) in such capacities or participating (as an\\nemployee, consultant, contractor or otherwise) in the conduct of the\\nbusiness of the limited liability company.\\n (b) Notwithstanding the provisions of subdivision (a) of this section,\\nall or specified members of a limited liability company may be liable in\\ntheir capacity as members for all or specified debts, obligations or\\nliabilities of a limited liability company if (l) a statement to such\\neffect is specifically contained in the articles of organization of the\\nlimited liability company and (2) any such member so liable shall have\\n(i) specifically consented in writing (A) to the adoption of such\\nprovisions or (B) to be bound by such provision or (ii) specifically\\nvoted for the adoption of such provision. The absence of either such\\nstatement in the articles of organization or such consent or vote of any\\nsuch member shall in no way affect or impair the ability of a member to\\nact as a guarantor or a surety for, provide collateral for or otherwise\\nbe liable for, the debts, obligations or liabilities of a limited\\nliability company as authorized pursuant to section six hundred eleven\\nof this article.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "610", "title" : "Parties to actions", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "610", "activeDate" : "2014-09-22", "sequenceNo" : 69, "repealedDate" : null, "fromSection" : "610", "toSection" : "610", "text" : " § 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", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "611", "title" : "Business transactions of a member with the limited liability company", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "611", "activeDate" : "2014-09-22", "sequenceNo" : 70, "repealedDate" : null, "fromSection" : "611", "toSection" : "611", "text" : " § 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 business\\nwith the limited liability company and, subject to other applicable law,\\nhas the same rights and obligations with respect thereto as a person who\\nis not a member.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false } ], "size" : 11 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "A7", "title" : "Dissolution", "docType" : "ARTICLE", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "7", "activeDate" : "2014-09-22", "sequenceNo" : 71, "repealedDate" : null, "fromSection" : "701", "toSection" : "705", "text" : " ARTICLE VII\\n DISSOLUTION\\nSection 701. Dissolution.\\n 702. Judicial dissolution.\\n 703. Winding up.\\n 704. Distribution of assets.\\n 705. Articles of dissolution.\\n", "documents" : { "items" : [ { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "701", "title" : "Dissolution", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "701", "activeDate" : "2014-09-22", "sequenceNo" : 72, "repealedDate" : null, "fromSection" : "701", "toSection" : "701", "text" : " § 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 time\\nspecified in the operating agreement, but if no such date is provided in\\nthe articles of organization and if no such time is specified in the\\noperating agreement, then the limited liability company shall have a\\nperpetual existence;\\n (2) the happening of events specified in the operating agreement;\\n (3) subject to any requirement in the operating agreement requiring\\napproval by any greater or lesser percentage in interest of the members\\nor class or classes or group or groups of members, the vote or written\\nconsent of at least a majority in interest of the members or, if there\\nis more than one class or group of members, then by at least a majority\\nin interest of each class or group of members;\\n (4) at any time there are no members, provided that, unless otherwise\\nprovided in the operating agreement, the limited liability company is\\nnot dissolved and is not required to be wound up if, within one hundred\\neighty days or such other period as is provided for in the operating\\nagreement after the occurrence of the event that terminated the\\ncontinued membership of the last remaining member, the legal\\nrepresentative of the last remaining member agrees in writing to\\ncontinue the limited liability company and to the admission of the legal\\nrepresentative of such member or its assignee to the limited liability\\ncompany as a member, effective as of the occurrence of the event that\\nterminated the continued membership of the last remaining member; or\\n (5) the entry of a decree of judicial dissolution under section seven\\nhundred two of this article.\\n (b) Unless otherwise provided in the operating agreement, the death,\\nretirement, resignation, expulsion, bankruptcy or dissolution of any\\nmember or the occurrence of any other event that terminates the\\ncontinued membership of any member shall not cause the limited liability\\ncompany to be dissolved or its affairs to be wound up, and upon the\\noccurrence of any such event, the limited liability company shall be\\ncontinued without dissolution, unless within one hundred eighty days\\nfollowing the occurrence of such event, a majority in interest of all of\\nthe remaining members of the limited liability company or, if there is\\nmore than one class or group of members, then by a majority in interest\\nof all the remaining members of each class or group of members, vote or\\nagree in writing to dissolve the limited liability company.\\n (c) A limited liability company whose original articles of\\norganization were filed with the secretary of state and effective prior\\nto the effective date of this subdivision shall continue to be governed\\nby this section as in effect on such date and shall not be governed by\\nthis section, unless otherwise provided in the operating agreement.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "702", "title" : "Judicial dissolution", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "702", "activeDate" : "2014-09-22", "sequenceNo" : 73, "repealedDate" : null, "fromSection" : "702", "toSection" : "702", "text" : " § 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 on\\nthe business in conformity with the articles of organization or\\noperating agreement. A certified copy of the order of dissolution shall\\nbe filed by the applicant with the department of state within thirty\\ndays of its issuance.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "703", "title" : "Winding up", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "703", "activeDate" : "2014-09-22", "sequenceNo" : 74, "repealedDate" : null, "fromSection" : "703", "toSection" : "703", "text" : " § 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\\naffairs. Upon cause shown, the supreme court in the judicial district in\\nwhich the office of the limited liability company is located may wind up\\nthe limited liability company's affairs upon application of any member,\\nor his or her legal representative or assignee, and in connection\\ntherewith may appoint a receiver or liquidating trustee.\\n (b) Upon dissolution of a limited liability company, the persons\\nwinding up the limited liability company's affairs may, in the name of\\nand for and on behalf of the limited liability company, prosecute and\\ndefend suits, whether civil, criminal or administrative, settle and\\nclose the limited liability company's business, dispose of and convey\\nthe limited liability company's property, discharge the limited\\nliability company's liabilities and distribute to the members any\\nremaining assets of the limited liability company, all without affecting\\nthe liability of members including members participating in the winding\\nup of the limited liability company's affairs.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "704", "title" : "Distribution of assets", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "704", "activeDate" : "2014-09-22", "sequenceNo" : 75, "repealedDate" : null, "fromSection" : "704", "toSection" : "704", "text" : " § 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 company, whether by payment or by establishment of adequate\\nreserves, other than liabilities for distributions to members and former\\nmembers under section five hundred seven or section five hundred nine of\\nthis chapter;\\n (b) except as provided in the operating agreement, to members and\\nformer members in satisfaction of liabilities for distributions under\\nsection five hundred seven or section five hundred nine of this chapter;\\nand\\n (c) except as provided in the operating agreement, to members first\\nfor the return of their contributions, to the extent not previously\\nreturned, and second respecting their membership interests, in the\\nproportions in which the members share in distributions in accordance\\nwith section five hundred four of this chapter.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "705", "title" : "Articles of dissolution", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "705", "activeDate" : "2014-09-22", "sequenceNo" : 76, "repealedDate" : null, "fromSection" : "705", "toSection" : "705", "text" : " § 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 agreement\\nin writing to continue by the legal representative of the last remaining\\nmember under paragraph four of subdivision (a) of section seven hundred\\none of this article has expired, articles of dissolution shall be filed\\nwith the department of state entitled \"Articles of dissolution of...\\n(name of limited liability company) under section seven hundred five of\\nthe Limited Liability Company Law\" and executed in accordance with\\nsection two hundred seven of this chapter. The articles of dissolution\\nshall set forth:\\n (1) the name of the limited liability company; and if it has been\\nchanged, the name under which it was formed;\\n (2) the date of filing of its articles of organization;\\n (3) the event giving rise to the filing of the articles of\\ndissolution; and\\n (4) any other information the persons filing the articles determine.\\n (b) The cancellation of the articles of organization is effective at\\nthe time of filing of the articles of dissolution.\\n (c) The cancellation of the articles of organization shall not affect\\nthe liability of the members during the period of winding up and\\ntermination of the limited liability company.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false } ], "size" : 5 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "A8", "title" : "Foreign Limited Liability Companies", "docType" : "ARTICLE", "publishedDates" : [ "2014-09-22", "2023-12-29" ], "docLevelId" : "8", "activeDate" : "2014-09-22", "sequenceNo" : 77, "repealedDate" : null, "fromSection" : "801", "toSection" : "809", "text" : " ARTICLE VIII\\n FOREIGN LIMITED LIABILITY COMPANIES\\nSection 801. Governing law.\\n 802. Application for authority.\\n 803. Activities not constituting doing business.\\n 804. Amendments to application for authority.\\n 804-A. Certificate of change.\\n 805. Issuance of certificate of authority; effect.\\n 806. Surrender of certificate of authority.\\n 807. Termination of existence.\\n 808. Doing business without certificate of authority.\\n 809. Action by attorney general.\\n", "documents" : { "items" : [ { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "801", "title" : "Governing law", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "801", "activeDate" : "2014-09-22", "sequenceNo" : 78, "repealedDate" : null, "fromSection" : "801", "toSection" : "801", "text" : " § 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 liability company may not be denied a\\ncertificate of authority by reason of any difference between such laws\\nand the laws of this state.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "802", "title" : "Application for authority", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2021-04-23", "2023-01-06", "2023-12-29", "2024-03-08" ], "docLevelId" : "802", "activeDate" : "2014-09-22", "sequenceNo" : 79, "repealedDate" : null, "fromSection" : "802", "toSection" : "802", "text" : " § 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 by the\\njurisdiction of formation, a certified copy of the articles of\\norganization of the limited liability company and all subsequent\\namendments thereto or, if no articles of organization have been filed, a\\ncertified copy of the certificate filed as its organizational basis and\\nall amendments thereto (if such certificate or certified copy is in a\\nforeign language, a translation in English thereof under oath of the\\ntranslator shall be attached thereto) and (ii) an application for\\nauthority as a foreign limited liability company entitled \"Application\\nfor authority of... (name of foreign limited liability company) under\\nsection eight hundred two of the Limited Liability Company Law,\" signed\\nand setting forth:\\n (1) the name of the foreign limited liability company and, if a\\nforeign liability company's name is not acceptable for authorization\\npursuant to section two hundred four of this chapter, the fictitious\\nname under which it proposes to apply for authority and do business in\\nthis state, which name shall be in compliance with section two hundred\\nfour of this chapter and shall be used by the foreign limited liability\\ncompany in all its dealings with the department of state and in the\\nconduct of its business in this state. The provisions of section one\\nhundred thirty of the general business law shall not apply to any\\nfictitious name filed by a foreign limited liability company pursuant to\\nthis section, and a filing under section one hundred thirty of the\\ngeneral business law shall not constitute the adoption of a fictitious\\nname;\\n (2) the jurisdiction and date of its organization;\\n (3) the county within this state in which the office of the foreign\\nlimited liability company is to be located or if the foreign limited\\nliability company shall maintain more than one office in this state, the\\ncounty within the state in which the principal office of the foreign\\nlimited liability company is to be located;\\n (4) a designation of the secretary of state as its agent upon whom\\nprocess against it may be served and the post office address within or\\nwithout this state to which the secretary of state shall mail a copy of\\nany process against it served upon him or her;\\n (5) if it is to have a registered agent, his or her name and address\\nwithin the state and a statement that the registered agent is to be its\\nagent upon whom process may be served;\\n (6) the address of the office required to be maintained in the\\njurisdiction of its formation by the laws of that jurisdiction or, if\\nnot so required, of the principal office of the foreign limited\\nliability company;\\n (7) a statement that the foreign limited liability company is in\\nexistence in the jurisdiction of its formation at the time of the filing\\nof such application; and\\n (8) the name and address of the authorized officer in the jurisdiction\\nof its formation where a copy of its articles of organization is filed\\nor, if no public filing of its articles of organization is required by\\nthe law of the jurisdiction of formation, a statement that the foreign\\nlimited liability company shall provide, on request, a copy thereof with\\nall amendments thereto (if such documents are in a foreign language, a\\ntranslation in English thereof under oath of the translator shall be\\nattached thereto), and the name and post office address of the person\\nresponsible for providing such copies.\\n (b) (i) Within one hundred twenty days after the filing of the\\napplication for authority with the department of state, a copy of the\\nsame or a notice containing the substance thereof shall be published\\nonce in each week for six successive weeks, in two newspapers of the\\ncounty within this state in which the office of the foreign limited\\nliability company is located, one newspaper to be printed weekly and one\\nnewspaper to be printed daily, to be designated by the county clerk.\\nWhen such county is located within a city with a population of one\\nmillion or more, such designation shall be as though the copy or notice\\nwere a notice or advertisement of judicial proceedings. Proof of the\\npublication required by this paragraph, consisting of the certificate of\\npublication of the foreign limited liability company with the affidavits\\nof publication of such newspapers annexed thereto, must be filed with\\nthe department of state. Notwithstanding any other provision of law, if\\nthe office of the foreign limited liability company is located in a\\ncounty wherein a weekly or daily newspaper of the county, or both, has\\nnot been so designated by the county clerk, then the publication herein\\nrequired shall be made in a weekly or daily newspaper of any county, or\\nboth, as the case may be, which is contiguous to, such county, provided\\nthat any such newspaper meets all the other requirements of this\\nparagraph. A copy or notice published in a newspaper other than the\\nnewspaper or newspapers designated by the county clerk shall not be\\ndeemed to be one of the publications required by this subdivision. The\\nnotice shall include: (l) the name of the foreign limited liability\\ncompany; (2) the date of filing of the application for authority with\\nthe department of state; (3) the jurisdiction and date of its\\norganization; (4) the county within this state, in which the office of\\nthe foreign limited liability company is located; (4-a) the street\\naddress of the principal business location, if any; (5) a statement that\\nthe secretary of state has been designated as agent of the foreign\\nlimited liability company upon whom process against it may be served and\\nthe post office address within or without this state to which the\\nsecretary of state shall mail a copy of any process against it served\\nupon him or her; (6) if the foreign limited liability company is to have\\na registered agent, his or her name and address within this state and a\\nstatement that the registered agent is to be the agent of the foreign\\nlimited liability company upon whom process against it may be served;\\n(7) the address of the office required to be maintained in the\\njurisdiction of its organization by the laws of that jurisdiction or, if\\nnot so required, of the principal office of the foreign limited\\nliability company; (8) the name and address of the authorized officer in\\nits jurisdiction of organization where a copy of its certificate of\\norganization is filed or, if no public filing of its certificate of\\norganization is required by the law of its jurisdiction of organization,\\na statement that the foreign limited liability company shall provide, on\\nrequest, a copy thereof with all amendments thereto (if such documents\\nare in a foreign language, a translation thereof under oath of the\\ntranslator shall be attached thereto), and the name and post office\\naddress of the person responsible for providing such copies; and (9) the\\ncharacter or purpose of the business of such foreign limited liability\\ncompany. Where, at any time after completion of the first of the six\\nweekly publications required by this paragraph and prior to the\\ncompletion of the sixth such weekly publication, there is a change in\\nany of the information contained in the copy or notice as published, the\\nforeign limited liability company may complete the remaining\\npublications of the original copy or notice, and the foreign limited\\nliability company shall not be required to publish any further or\\namended copy or notice. Where, at any time after completion of the six\\nweekly publications required by this paragraph, there is a change to any\\nof the information contained in the copy or notice as published, no\\nfurther or amended publication or republication shall be required to be\\nmade. If within one hundred twenty days after the filing of its\\napplication for authority with the department of state, proof of such\\npublication, consisting of the certificate of publication of the foreign\\nlimited liability company with the affidavits of publication of the\\nnewspapers annexed thereto has not been filed with the department of\\nstate, the authority of such foreign limited liability company to carry\\non, conduct or transact any business in this state shall be suspended,\\neffective as of the expiration of such one hundred twenty day period.\\nThe failure of a foreign limited liability company to cause such copy or\\nnotice to be published and such certificate of publication and\\naffidavits of publication to be filed with the department of state\\nwithin such one hundred twenty day period or the suspension of such\\nforeign limited liability company's authority to carry on, conduct or\\ntransact business in this state pursuant to this paragraph shall not\\nlimit or impair the validity of any contract or act of such foreign\\nlimited liability company, or any right or remedy of any other party\\nunder or by virtue of any contract, act or omission of such foreign\\nlimited liability company, or the right of any other party to maintain\\nany action or special proceeding on any such contract, act or omission,\\nor right of such foreign limited liability company to defend any action\\nor special proceeding in this state, or result in any member, manager or\\nagent of such foreign limited liability company becoming liable for the\\ncontractual obligations or other liabilities of the foreign limited\\nliability company. If, at any time following the suspension of a foreign\\nlimited liability company's authority to carry on, conduct or transact\\nbusiness in this state pursuant to this paragraph, such foreign limited\\nliability company shall cause proof of publication in substantial\\ncompliance with the provisions (other than the one hundred twenty day\\nperiod) of this paragraph, consisting of the certificate of publication\\nof the foreign limited liability company with the affidavits of\\npublication of the newspapers annexed thereto, to be filed with the\\ndepartment of state, such suspension of such foreign limited liability\\ncompany's authority to carry on, conduct or transact business shall be\\nannulled.\\n (ii)(1) A foreign limited liability company which was formed and filed\\nits application for authority with the department of state prior to the\\neffective date of this paragraph and complied with the publication and\\nfiling requirements of this subdivision as in effect prior to such\\neffective date shall not be required to make any publication or\\nrepublication or any filing under paragraph (i) of this subdivision, and\\nshall not be subject to suspension pursuant to this subdivision.\\n (2) Within twelve months after the effective date of this paragraph, a\\nforeign limited liability company which was formed and filed its\\napplication for authority with the department of state prior to such\\neffective date and which did not comply with the publication and filing\\nrequirements of this subdivision as in effect prior to such effective\\ndate shall publish a copy of its application for authority or a notice\\ncontaining the substance thereof in the manner required (other than the\\none hundred twenty day period) by this subdivision as in effect prior to\\nsuch effective date and file proof of such publication, consisting of\\nthe certificate of publication of the foreign limited liability company\\nwith the affidavits of publication of the newspapers annexed thereto,\\nwith the department of state.\\n (3) If a foreign limited liability company that is subject to the\\nprovisions of subparagraph two of this paragraph fails to file the\\nrequired proof of publication with the department of state within twelve\\nmonths after the effective date of this paragraph, its authority to\\ncarry on, conduct or transact any business in this state shall be\\nsuspended, effective as of the expiration of such twelve month period.\\n (4) The failure of a foreign limited liability company that is subject\\nto the provisions of subparagraph two of this paragraph to fully comply\\nwith the provisions of said subparagraph two or the suspension of such\\nforeign limited liability company's authority to carry on, conduct or\\ntransact any business in this state pursuant to subparagraph three of\\nthis paragraph shall not impair or limit the validity of any contract or\\nact of such foreign limited liability company, or any right or remedy of\\nany other party under or by virtue of any contract, act or omission of\\nsuch foreign limited liability company, or the right of any other party\\nto maintain any action or special proceeding on any such contract, act\\nor omission, or right of such foreign limited liability company to\\ndefend any action or special proceeding in this state, or result in any\\nmember, manager or agent of such foreign limited liability company\\nbecoming liable for the contractual obligations or other liabilities of\\nthe foreign limited liability company.\\n (5) If, at any time following the suspension of a foreign limited\\nliability company's authority to carry on, conduct or transact business\\nin this state, pursuant to subparagraph three of this paragraph, such\\nforeign limited liability company shall cause proof of publication in\\nsubstantial compliance with the provisions (other than the one hundred\\ntwenty day period) of paragraph (i) of this subdivision, consisting of\\nthe certificate of publication of the foreign limited liability company\\nwith the affidavits of publication of the newspapers annexed thereto, to\\nbe filed with the department of state, such suspension of such foreign\\nlimited liability company's authority to carry on, conduct or transact\\nbusiness shall be annulled.\\n (6) For the purposes of this paragraph, a foreign limited liability\\ncompany which was formed and filed its application for authority with\\nthe department of state prior to the effective date of this paragraph\\nshall be deemed to have complied with the publication and filing\\nrequirements of this subdivision as in effect prior to such effective\\ndate if (i) the foreign limited liability company was formed and filed\\nits application for authority with the department of state on or after\\nJanuary first, nineteen hundred ninety-nine and prior to such effective\\ndate and the foreign limited liability company filed at least one\\naffidavit of the printer or publisher of a newspaper with the department\\nof state at any time prior to such effective date, or (ii) the foreign\\nlimited liability company was formed and filed its application for\\nauthority with the department of state prior to January first, nineteen\\nhundred ninety-nine, without regard to whether the foreign limited\\nliability company did or did not file any affidavit of the printer or\\npublisher of a newspaper with the secretary of state.\\n (iii) The information in a notice published pursuant to this\\nsubdivision shall be presumed to be in compliance with and satisfaction\\nof the requirements of this subdivision.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "803", "title" : "Activities not constituting doing business", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "803", "activeDate" : "2014-09-22", "sequenceNo" : 80, "repealedDate" : null, "fromSection" : "803", "toSection" : "803", "text" : " § 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\\nreason of carrying on in this state any one or more of the following\\nactivities:\\n (1) maintaining or defending any action or proceeding, whether\\njudicial, administrative, arbitrative or otherwise or effecting\\nsettlement thereof or the settlement of claims or disputes;\\n (2) holding meetings of its members or managers;\\n (3) maintaining bank accounts; or\\n (4) maintaining offices or agencies only for the transfer, exchange\\nand registration of its membership interests or appointing and\\nmaintaining depositaries with relation to its membership interests.\\n (b) The specification in subdivision (a) of this section does not\\nestablish a standard of activities that may subject a foreign limited\\nliability company to service of process under this chapter or any other\\nstatute of this state.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "804", "title" : "Amendments to application for authority", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2023-12-29", "2024-03-08" ], "docLevelId" : "804", "activeDate" : "2014-09-22", "sequenceNo" : 81, "repealedDate" : null, "fromSection" : "804", "toSection" : "804", "text" : " § 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 making such\\namendment. To accomplish such amendment, a certificate, entitled\\n\"Certificate of amendment of ... (name of foreign limited liability\\ncompany) under section eight hundred four of the Limited Liability\\nCompany Law,\" shall be signed by an authorized person and delivered to\\nthe department of state. The certificate shall set forth:\\n (1) the name of the foreign limited liability company as it appears on\\nthe index of names of existing domestic and authorized foreign limited\\nliability companies of any type or kind in the department of state, and\\nthe fictitious name, if any, the foreign limited liability company has\\nagreed to use in this state pursuant to section eight hundred two of\\nthis article;\\n (2) the jurisdiction of its organization;\\n (3) the date it was authorized to do business in this state;\\n (4) each amendment effected thereby; and\\n (5) if the true name of the foreign limited liability company is to be\\nchanged, a statement that the change of name has been effected under the\\nlaws of the jurisdiction of its formation and the date the change was so\\neffected.\\n (b) Every foreign limited liability company that has received a filing\\nreceipt entitled \"Certificate of authority of... (name of foreign\\nlimited liability company) under section eight hundred five of the\\nLimited Liability Company Law,\" evidencing authority as provided herein,\\nshall, within ninety days after it has changed its name in the\\njurisdiction of its formation, file an amendment to its application with\\nthe department of state under subdivision (a) of this section.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "804-A", "title" : "Certificate of change", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2021-04-23", "2023-01-06" ], "docLevelId" : "804-A", "activeDate" : "2014-09-22", "sequenceNo" : 82, "repealedDate" : null, "fromSection" : "804-A", "toSection" : "804-A", "text" : " § 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\\nsecretary of state shall mail a copy of any process against the limited\\nliability company served upon him; and (iii) to make, revoke or change\\nthe designation of a registered agent, or to specify or change the\\naddress of a registered agent. Any one or more such changes may be\\naccomplished by filing a certificate of change which shall be entitled\\n\"Certificate of Change of ........ (name of limited liability company)\\nunder section 804-A of the Limited Liability Company Law\" and shall be\\nsigned and delivered to the department of state. It shall set forth:\\n (1) the name of the foreign limited liability company and, if\\napplicable, the fictitious name the limited liability company has agreed\\nto use in this state pursuant to section eight hundred two of this\\narticle;\\n (2) the date its application for authority was filed by the department\\nof state; and\\n (3) each change effected thereby,\\n (b) A certificate of change which changes only the post office address\\nto which the secretary of state shall mail a copy of any process against\\na foreign limited liability company served upon him or the address of\\nthe registered agent, provided such address being changed is the address\\nof a person, partnership or corporation whose address, as agent, is the\\naddress to be changed or who has been designated as registered agent\\nfor such limited liability company may be signed and delivered to the\\ndepartment of state by such agent. The certificate of change shall set\\nforth the statements required under subdivision (a) of this section;\\nthat a notice of the proposed change was mailed to the foreign limited\\nliability company by the party signing the certificate not less than\\nthirty days prior to the date of delivery to the department of state and\\nthat such foreign limited liability company has not objected thereto;\\nand that the party signing the certificate is the agent of such foreign\\nlimited liability company to whose address the secretary of state is\\nrequired to mail copies of process or the registered agent, if such be\\nthe case. A certificate signed and delivered under this subdivision\\nshall not be deemed to effect a change of location of the office of the\\nforeign limited liability company in whose behalf such certificate is\\nfiled.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "805", "title" : "Issuance of certificate of authority; effect", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "805", "activeDate" : "2014-09-22", "sequenceNo" : 83, "repealedDate" : null, "fromSection" : "805", "toSection" : "805", "text" : " § 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\\nsection eight hundred five of the Limited Liability Company Law,\" and\\nthe foreign limited liability company shall be authorized to do business\\nin this state. Such authority shall continue so long as the foreign\\nlimited liability company retains its authority to do business in the\\njurisdiction of its formation and its authority to do business has not\\nbeen surrendered, suspended or annulled in accordance with the law.\\n (b) A foreign limited liability company that has received a\\ncertificate of authority shall have such powers to conduct business in\\nthis state as are permitted by the laws of the jurisdiction in which it\\nwas organized but no greater than those of a domestic limited liability\\ncompany; provided, that this subdivision shall not affect the powers of\\nthe foreign limited liability company outside this state; and provided,\\nfurther, that a foreign related limited liability partnership (i) shall\\nhave such powers to conduct business in this state as are permitted by\\nthe laws of the jurisdiction whose laws govern the agreement under which\\nsuch foreign related limited liability partnership operates but no\\ngreater than those of a partnership without limited partners operating\\nunder an agreement governed by the laws of this state and provided that\\nsuch foreign related limited liability partnership shall not engage in\\nany profession or professions and (ii) shall be deemed to be a foreign\\nlimited liability partnership for purposes of subdivisions (l) and (m)\\nof section 121-1502 of the partnership law which subdivisions shall be\\napplicable to foreign related limited liability partnerships.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "806", "title" : "Surrender of certificate of authority", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2021-04-23", "2023-01-06" ], "docLevelId" : "806", "activeDate" : "2014-09-22", "sequenceNo" : 84, "repealedDate" : null, "fromSection" : "806", "toSection" : "806", "text" : " § 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 company)\\nunder section eight hundred six of the Limited Liability Company Law\"\\nsigned by an authorized person, or by a trustee, receiver or other\\nperson authorized by law to wind up such limited liability company. The\\nauthority of the foreign limited liability company to do business in\\nthis state shall terminate on such filing of the certificate of\\nsurrender of authority. A surrender shall not terminate the authority of\\nthe secretary of state to accept service of process on the foreign\\nlimited liability company with respect to causes of action arising out\\nof doing business in this state.\\n (b) The certificate of surrender of authority shall set forth:\\n (1) the name of the foreign limited liability company as it appears on\\nthe index of names of existing domestic and authorized foreign limited\\nliability companies of any type or kind in the department of state, and\\nthe fictitious name the foreign limited liability company has agreed to\\nuse in this state pursuant to section eight hundred two of this article;\\n (2) the jurisdiction where it was organized;\\n (3) the date on which its certificate of authority to do business in\\nthis state was filed with the department of state;\\n (4) that it surrenders its authority to do business in this state;\\n (5) that it revokes the authority of its registered agent, if any,\\npreviously designated, and that it consents that process against it in\\nany action or special proceeding based upon any liability or obligation\\nincurred by it within this state before the filing of the certificate of\\nsurrender may be served on the secretary of state in the manner set\\nforth in article three of this chapter; and\\n (6) a post office address within or without this state to which the\\nsecretary of state shall mail a copy of any process against it served\\nupon him or her.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "807", "title" : "Termination of existence", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2021-04-23", "2023-01-06" ], "docLevelId" : "807", "activeDate" : "2014-09-22", "sequenceNo" : 85, "repealedDate" : null, "fromSection" : "807", "toSection" : "807", "text" : " § 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 foreign\\nlimited liability company is merged into or consolidated with another\\nforeign limited liability company, (a) a certificate of the secretary of\\nstate or official performing the equivalent function as to limited\\nliability company records in the jurisdiction of organization of such\\nlimited liability company attesting to the occurrence of any such event\\nor (b) a certified copy of an order or decree of a court of such\\njurisdiction directing the dissolution of such foreign limited liability\\ncompany, the termination of its existence or the surrender of its\\nauthority shall be delivered to the department of state. The filing of\\nthe certificate, order or decree shall have the same effect as the\\nfiling of a certificate of surrender of authority under section eight\\nhundred six of this article. The secretary of state shall continue as\\nagent of the foreign limited liability company upon whom process against\\nit may be served in the manner set forth in article three of this\\nchapter, in any action or proceeding based upon any liability or\\nobligation incurred by the foreign limited liability company within this\\nstate prior to the filing of such certificate, order or decree. The post\\noffice address may be changed by filing with the department of state a\\ncertificate of amendment under section eight hundred four of this\\narticle.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "808", "title" : "Doing business without certificate of authority", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "808", "activeDate" : "2014-09-22", "sequenceNo" : 86, "repealedDate" : null, "fromSection" : "808", "toSection" : "808", "text" : " § 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 this\\nstate unless and until such limited liability company shall have\\nreceived a certificate of authority in this state.\\n (b) The failure of a foreign limited liability company that is doing\\nbusiness in this state to comply with the provisions of this chapter\\ndoes not impair the validity of any contract or act of the foreign\\nlimited liability company or prevent the foreign limited liability\\ncompany from defending any action or special proceeding in any court of\\nthis state.\\n (c) A member, manager or agent of a foreign limited liability company\\nis not liable for the contractual obligations or other liabilities of\\nthe foreign limited liability company solely by reason of the limited\\nliability company's doing or having done business in this state without\\nhaving received a certificate of authority.\\n (d) By doing business in this state without authority, a foreign\\nlimited liability company appoints the secretary of state as its agent\\nfor service of process with respect to causes of action arising out of\\ndoing business in this state. In any such case, process against such\\nforeign limited liability company may be served upon the secretary of\\nstate in the manner set forth in article three of this chapter.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "809", "title" : "Action by attorney general", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "809", "activeDate" : "2014-09-22", "sequenceNo" : 87, "repealedDate" : null, "fromSection" : "809", "toSection" : "809", "text" : " § 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\\nviolation of this chapter or from doing any business in this state that\\nis prohibited under the laws of this state. The attorney general may\\nbring an action or special proceeding to annul the authority of a\\nforeign limited liability company that is doing any business in this\\nstate that is prohibited under the laws of this state. The attorney\\ngeneral shall deliver a certified copy of the order of annulment to the\\ndepartment of state. Upon the filing thereof by the department of state,\\nthe certificate of authority of the foreign limited liability company to\\ndo business in this state shall be annulled, and the provisions of\\nsection eight hundred seven of this article shall thereafter be\\napplicable. The secretary of state shall continue as agent of the\\nforeign limited liability company upon whom process against it may be\\nserved in any action, suit or special proceeding based upon any\\nliability or obligation incurred by the foregoing foreign limited\\nliability company within the state prior to the filing of the certified\\ncopy of the order of annulment by the department of state.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false } ], "size" : 10 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "A10", "title" : "Mergers", "docType" : "ARTICLE", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "10", "activeDate" : "2014-09-22", "sequenceNo" : 88, "repealedDate" : null, "fromSection" : "1001", "toSection" : "1007", "text" : " ARTICLE X\\n MERGERS\\nSection 1001. Merger or consolidation.\\n 1002. Procedures for merger or consolidation.\\n 1003. Certificate of merger or consolidation; contents.\\n 1004. Effect of merger or consolidation.\\n 1005. Payment of interest of dissenting members.\\n 1006. Conversion of partnership or limited partnership to\\n limited liability company.\\n 1007. Effect of conversion.\\n", "documents" : { "items" : [ { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1001", "title" : "Merger or consolidation", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1001", "activeDate" : "2014-09-22", "sequenceNo" : 89, "repealedDate" : null, "fromSection" : "1001", "toSection" : "1001", "text" : " § 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 limited\\nliability companies or other business entities, and \"consolidation\"\\nmeans a procedure in which two or more limited liability companies or\\nother business entities consolidate into a single limited liability\\ncompany or other business entity that shall be a new limited liability\\ncompany or other business entity to be formed pursuant to the\\nconsolidation.\\n (b) Pursuant to an agreement of merger or consolidation and to the\\nextent not expressly prohibited by law, a domestic limited liability\\ncompany may merge or consolidate with or into one or more domestic\\nlimited liability companies or other business entities formed or\\norganized under the laws of this state or any other state or the United\\nStates or any foreign country or other foreign jurisdiction, with such\\ndomestic limited liability company or other business entity as the\\nagreement shall provide being the surviving or resulting domestic\\nlimited liability company or other business entity.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1002", "title" : "Procedures for merger or consolidation", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1002", "activeDate" : "2014-09-22", "sequenceNo" : 90, "repealedDate" : null, "fromSection" : "1002", "toSection" : "1002", "text" : " § 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 be\\nexchanged for or converted into cash, property, rights or securities of,\\nor interests in, the surviving or resulting limited liability company or\\nother business entity or, in addition to or in lieu thereof, may be\\nexchanged for or converted into cash, property, rights or securities of,\\nor interests in, a limited liability company or other business entity\\nthat is not the surviving or resulting limited liability company or\\nother business entity in the merger or consolidation.\\n (b) The members of each domestic limited liability company or other\\nbusiness entity shall adopt (with respect to a domestic limited\\nliability company, in the manner provided in subdivision (c) of this\\nsection) an agreement of merger or consolidation, setting forth the\\nterms and conditions of the conversion of the membership interests of\\nthe members of the domestic limited liability company into interests in\\nthe surviving or resulting limited liability company or other business\\nentity or the cash or other consideration to be paid or delivered in\\nexchange for membership interests in each domestic limited liability\\ncompany, or a combination thereof.\\n (c) The agreement of merger or consolidation shall be submitted to the\\nmembers of each domestic limited liability company who are entitled to\\nvote with respect to a merger or consolidation at a meeting called on\\ntwenty days' notice or such greater notice as the operating agreement\\nmay provide. Subject to any requirement in the operating agreement\\nrequiring approval by any greater or lesser percentage in interest of\\nthe members who are entitled to vote with respect to a merger or\\nconsolidation, which shall not be less than a majority in interest of\\nthose members who are so entitled to vote, the agreement shall be\\napproved on behalf of each domestic limited liability company (i) by\\nsuch voting interests of the members as shall be required by the\\noperating agreement, or (ii) if no provision is made, by the members\\nrepresenting at least a majority in interest of the members.\\n (d) Notwithstanding authorization by the members, the agreement of\\nmerger or consolidation may be terminated or amended pursuant to a\\nprovision for such termination or amendment, if any, contained in the\\nagreement of merger or consolidation.\\n (e) Any member that is a party to a proposed merger or consolidation\\nwho is entitled to vote with respect to such proposed merger or\\nconsolidation may, prior to that time of the meeting at which such\\nmerger or consolidation is to be voted on, file with the domestic\\nlimited liability company written notice of dissent from the proposed\\nmerger or consolidation. Such notice of dissent may be withdrawn by the\\ndissenting member at any time prior to the effective date of the merger\\nor consolidation and shall be deemed to be withdrawn if the member casts\\na vote in favor of the proposed merger or consolidation.\\n (f) Upon the effectiveness of the merger or consolidation, the\\ndissenting member (referred to in subdivision (e) of this section) of\\nany domestic limited liability company shall not become or continue to\\nbe a member of or hold an interest in the surviving or resulting limited\\nliability company or other business entity but shall be entitled to\\nreceive in cash from the surviving or resulting domestic limited\\nliability company or other business entity the fair value of his or her\\nmembership interest in the domestic limited liability company as of the\\nclose of business of the day prior to the effective date of the merger\\nor consolidation in accordance with section five hundred nine of this\\nchapter but without taking account of the effect of the merger or\\nconsolidation.\\n (g) A member of a domestic limited liability company who has a right\\nunder this chapter to demand payment for his or her membership interest\\nshall not have any right at law or in equity under this chapter to\\nattack the validity of the merger or consolidation or to have the merger\\nor consolidation set aside or rescinded, except in an action or contest\\nwith respect to compliance with the provisions of the operating\\nagreement or subdivision (c) of this section.\\n (h) A limited liability company whose original articles of\\norganization were filed with the secretary of state and effective prior\\nto the effective date of this subdivision shall continue to be governed\\nby this section as in effect on such date and shall not be governed by\\nthis section, unless otherwise provided in the operating agreement.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1003", "title" : "Certificate of merger or consolidation; contents", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2021-04-23", "2023-01-06" ], "docLevelId" : "1003", "activeDate" : "2014-09-22", "sequenceNo" : 91, "repealedDate" : null, "fromSection" : "1003", "toSection" : "1003", "text" : " § 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\\nterminated in accordance with subdivision (d) of section ten hundred two\\nof this article, paragraph (b) of section nine hundred three of the\\nbusiness corporation law, or other applicable statute, and the surviving\\nor resulting entity is a limited liability company, foreign limited\\nliability company or other business entity for which the laws of this\\nstate do not provide for the filing of a certificate of merger or\\nconsolidation with the department of state, a certificate of merger or\\nconsolidation, entitled \"Certificate of merger (or consolidation) of\\n..... and .... into .... (names of domestic limited liability companies\\nor other business entities) under section one thousand three of the\\nLimited Liability Company Law,\" shall be signed on behalf of each\\ndomestic limited liability company and other business entity and\\ndelivered to the department of state. The certificate of merger or\\nconsolidation shall set forth:\\n (1) the name and jurisdiction of formation or organization of each of\\nthe domestic limited liability companies or other business entities that\\nare to merge or consolidate, and if the name of any of them has been\\nchanged, the name under which it was formed;\\n (2) for each domestic limited liability company and domestic other\\nbusiness entity that is to merge or consolidate, the date when its\\ninitial articles of organization or formation document, if any, were\\nfiled with the department of state;\\n (3) that an agreement of merger or consolidation has been approved and\\nexecuted by each of the domestic limited liability companies or other\\nbusiness entities that are to merge or consolidate;\\n (4) the name of the surviving or resulting limited liability company,\\nforeign limited liability company or other business entity;\\n (5) the future effective date (which shall be a date certain) of the\\nmerger or consolidation in accordance with subdivision (b) of this\\nsection, if it is not to be effective upon the filing of the certificate\\nof merger or consolidation;\\n (6) if a domestic limited liability company is the surviving limited\\nliability company, such changes in its articles of organization as shall\\nbe necessary by reason of the merger;\\n (7) if a domestic limited liability company is the resulting limited\\nliability company in a consolidation, the matters required to be set\\nforth under subdivision (e) of section two hundred three of this\\nchapter;\\n (8) if a constituent entity is a foreign limited liability company or\\nforeign other business entity, the jurisdiction and date of filing of\\nits initial articles of organization or formation document, if any, and\\nthe date when its application for authority was filed by the department\\nof state or if no such application has been filed, a statement to such\\neffect and (if the constituent foreign limited liability company is the\\nsurviving entity) that it is not to do business in this state until an\\napplication for such authority shall have been filed with the department\\nof state;\\n (9) if the surviving or resulting entity is a foreign limited\\nliability company or other business entity, an agreement that the\\nforeign limited liability company or other business entity may be served\\nwith process in this state in any action or special proceeding for the\\nenforcement of any liability or obligation of any domestic limited\\nliability company, domestic business corporation or domestic other\\nbusiness entity previously amenable to suit in this state that is to\\nmerge or consolidate, and for the enforcement as provided in this\\nchapter, of the right of members of any domestic limited liability\\ncompany, shareholders of any domestic business corporation or owners of\\nany domestic other business entity to receive payment for their\\ninterests against the surviving or consolidated foreign limited\\nliability company;\\n (10) if the surviving or resulting entity is a foreign limited\\nliability company or other business entity, an agreement that, subject\\nto the provisions of section six hundred twenty-three of the business\\ncorporation law, section one thousand five of this article, or any\\napplicable statute, the surviving or resulting foreign limited liability\\ncompany or other business entity will promptly pay to the shareholders\\nof each constituent domestic business corporation, the members of each\\ndomestic limited liability company or owners of any constituent other\\nbusiness entity the amount, if any, to which they shall be entitled\\nunder the provisions of the business corporation law, any applicable\\nstatute and this chapter relating to the right of shareholders, members\\nand owners to receive payment for their interests;\\n (11) a designation of the secretary of state as its agent upon whom\\nprocess against it may be served in the manner set forth in article\\nthree of this chapter in any action or special proceeding, and a post\\noffice address, within or without this state, to which the secretary of\\nstate shall mail a copy of any process served upon him or her. Such post\\noffice address shall supersede any prior address designated as the\\naddress to which process shall be mailed;\\n (12) for each foreign limited liability company and foreign other\\nbusiness entity, a statement that such merger or consolidation is\\npermitted by the jurisdiction of organization or formation and is in\\ncompliance therewith;\\n (13) that the agreement of merger or consolidation is on file at a\\nplace of business of the surviving or resulting limited liability\\ncompany or other business entity and shall state the address thereof;\\nand\\n (14) that a copy of the agreement of merger or consolidation will be\\nfurnished by the surviving or resulting limited liability company or\\nother business entity on request and without cost, to any member of any\\ndomestic limited liability company or any person holding an interest in\\nany other business entity that is to merge or consolidate.\\n (b) The merger or consolidation shall be effective upon the filing by\\nthe department of state of the certificate, or at such later date not\\nmore than thirty days after the date of such filing as the certificate\\nfiled may provide.\\n (c) The surviving or resulting limited liability company or other\\nbusiness entity shall thereafter cause a copy of such certificate,\\ncertified by the department of state, to be filed in the office of the\\nclerk of each county in which each office of a constituent corporation\\nis located, and in the office of the official who is the recording\\nofficer of each county in this state in which real property of a\\nconstituent corporation is situated.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1004", "title" : "Effect of merger or consolidation", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1004", "activeDate" : "2014-09-22", "sequenceNo" : 92, "repealedDate" : null, "fromSection" : "1004", "toSection" : "1004", "text" : " § 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\\nliability companies and other business entities that have merged or\\nconsolidated, and all property, real, personal and mixed, tangible and\\nintangible, and all debts, obligations, liabilities, penalties and\\nduties of such domestic limited liability companies and other business\\nentities, as well as all other things belonging to each of such domestic\\nlimited liability companies and other business entities, shall be vested\\nin the surviving or resulting domestic limited liability company or\\nother business entity, and shall thereafter be the property of the\\nsurviving or resulting domestic limited liability company or other\\nbusiness entity as they were of each of the domestic limited liability\\ncompanies and other business entities that have merged or consolidated,\\nand the title to any real property vested by deed or otherwise, under\\nthe laws of this state, in any of such domestic limited liability\\ncompanies and other business entities, shall not revert or be in any way\\nimpaired by reason of this chapter; but all rights of creditors and all\\nliens upon any property of any of such domestic limited liability\\ncompanies and other business entities shall be preserved unimpaired, and\\nall debts, obligations, liabilities, penalties and duties of each of\\nsuch domestic limited liability companies and other business entities\\nthat have merged or consolidated shall thenceforth attach to the\\nsurviving or resulting domestic limited liability company or other\\nbusiness entity and may be enforced against it to the same extent as if\\nsuch debts, obligations, liabilities, penalties and duties had been\\nincurred or contracted by it.\\n (b) When any merger or consolidation shall have become effective under\\nthis chapter, no action, suit or proceeding, civil or criminal, then\\npending by or against any constituent limited liability company or other\\nbusiness entity in its common name shall abate or be discontinued by\\nreason of such merger or consolidation, but may be prosecuted by or may\\nproceed against such surviving or resulting domestic limited liability\\ncompany or other business entity.\\n (c) Unless otherwise agreed, a merger or consolidation of a domestic\\nlimited liability company, including a domestic limited liability\\ncompany that is not the surviving or resulting entity in the merger or\\nconsolidation, shall not require such domestic limited liability company\\nto wind up its affairs under section seven hundred three of this chapter\\nor pay its liabilities and distribute its assets under section seven\\nhundred four of this chapter.\\n (d) A certificate of merger or consolidation shall act as articles of\\ndissolution for a domestic limited liability company that is not the\\nsurviving or resulting entity in the merger or consolidation.\\n (e) Notwithstanding anything to the contrary contained in an operating\\nagreement, an operating agreement containing a specific reference to\\nthis subdivision may provide that an agreement of merger or\\nconsolidation approved in accordance with subdivision (c) of section ten\\nhundred two of this article may (i) effect any amendment to the\\noperating agreement or (ii) effect the adoption of a new operating\\nagreement for a domestic limited liability company if it is the\\nsurviving or resulting domestic limited liability company in the merger\\nor consolidation. Any amendment to an operating agreement or adoption of\\na new operating agreement made pursuant to the foregoing sentence shall\\nbe effective at the effective time or date of the merger or\\nconsolidation. The provisions of this subdivision shall not be construed\\nto limit the accomplishment of a merger or of any of the matters\\nreferred to herein by any other means provided for in an operating\\nagreement or other agreement or as otherwise permitted by law, including\\nthat the operating agreement of any domestic limited liability company\\nto the merger or consolidation (including a domestic limited liability\\ncompany formed for the purpose of consummating a merger or\\nconsolidation) shall be the operating agreement of the surviving or\\nresulting domestic limited liability company.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1005", "title" : "Payment of interest of dissenting members", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1005", "activeDate" : "2014-09-22", "sequenceNo" : 93, "repealedDate" : null, "fromSection" : "1005", "toSection" : "1005", "text" : " § 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 former\\nmember a written offer to pay in cash the fair value of such former\\nmember's membership interest. Payment in cash shall be made to each\\nformer member accepting such offer within ten days after notice of such\\nacceptance is received by the surviving or resulting domestic limited\\nliability company or other business entity.\\n (b) If a former member and the surviving or resulting limited\\nliability company or other business entity fail to agree on the price to\\nbe paid for the former member's membership interest within ninety days\\nafter the surviving or resulting domestic limited liability company or\\nother business entity shall have made the offer provided for in\\nsubdivision (a) of this section, or if the domestic limited liability\\ncompany or surviving domestic limited liability company or other\\nbusiness entity shall fail to make such an offer within the period\\nprovided for in subdivision (a) of this section, the procedure provided\\nfor in paragraphs (h), (i), (j) and (k) of section six hundred\\ntwenty-three of the business corporation law (or any successor\\nprovisions or statute) shall apply, as such paragraphs may be amended\\nfrom time to time.\\n (c) A payment under this section shall constitute a return of a\\nmember's contribution for the purposes of section five hundred eight of\\nthis chapter.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1006", "title" : "Conversion of partnership or limited partnership to limited liability company", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2015-12-04" ], "docLevelId" : "1006", "activeDate" : "2014-09-22", "sequenceNo" : 94, "repealedDate" : null, "fromSection" : "1006", "toSection" : "1006", "text" : " § 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\\npartner,\" \"limited partner\" and \"majority in interest of the limited\\npartners\" shall have the meanings assigned to such terms in article\\neight-A of the partnership law; and the term \"partnership\" shall have\\nthe meaning assigned to such term in article two of the partnership law.\\n (b) A partnership or limited partnership may be converted to a limited\\nliability company pursuant to this section.\\n (c) Subject to any requirements in the partnership agreement requiring\\napproval by any lesser percentage in interest of partners, an agreement\\nof conversion setting forth the terms and conditions of a conversion of\\na partnership to a limited liability company must be approved by all of\\nthe partners of the partnership. Subject to any requirement in the\\npartnership agreement requiring approval by any greater or lesser\\npercentage in interest of limited partners, which shall not be less than\\na majority in interest, the terms and conditions of a conversion of a\\nlimited partnership to a limited liability company must be approved (i)\\nby such a vote of general partners as shall be required by the\\npartnership agreement, or, if no provision is made, by all general\\npartners, and (ii) by limited partners representing at least a majority\\nin interest of each class of limited partners. The agreement of\\nconversion shall be submitted to the general partners and limited\\npartners of a limited partnership at a regular or special meeting called\\non twenty days notice or such other notice as the partnership agreement\\nmay provide. A dissenting limited partner shall have the rights provided\\nin article eight-A of the partnership law and shall not be a member of\\nthe converted limited liability company. Notwithstanding authorization\\nby the partners of a partnership or general partners or limited partners\\nof a limited partnership, the conversion to a limited liability company\\nmay be abandoned pursuant to a provision for such abandonment, if any,\\ncontained in the agreement of conversion.\\n (d) The agreement of conversion shall set forth the terms and\\nconditions of the conversion of the interests of partners of a\\npartnership or general partners and limited partners of a limited\\npartnership, as the case may be, into membership interests in the\\nconverted limited liability company or the cash or other consideration\\nto be paid or delivered as a result of the conversion of the interests\\nof such partners, or a combination thereof.\\n (e) In connection with any conversion approved under subdivision (c)\\nof this section, the partnership or limited partnership shall file with\\nthe department of state a signed certificate entitled \"Certificate of\\nConversion of ... (name partnership or limited partnership) to ... (name\\nof limited liability company) under section one thousand six of the\\nLimited Liability Company Law\" and shall also satisfy the publication\\nrequirements of section two hundred six of this chapter. Such\\ncertificate shall include either:\\n (A) (i) articles of organization for such limited liability company in\\nthe same manner as if newly formed pursuant to section two hundred three\\nof this chapter;\\n (ii) a statement that the partnership or limited partnership was, in\\naccordance with the provisions of this chapter, duly converted to a\\nlimited liability company from a partnership or limited partnership, as\\nthe case may be; and\\n (iii) The name of such partnership or limited partnership and in the\\ncase of a limited partnership the date its initial certificate was filed\\nwith the department of state, or:\\n (B) where such partnership or limited partnership is being converted\\ninto a limited liability company formed pursuant to section two hundred\\nthree of this chapter prior to the conversion,\\n (i) the name of such partnership or limited partnership and in the\\ncase of a limited partnership the date its initial certificate was filed\\nwith the department of state;\\n (ii) a statement that the partnership or limited partnership was, in\\naccordance with the provisions of this chapter duly converted to a\\nlimited liability company from a partnership or limited partnership, as\\nthe case may be; and\\n (iii) the name of the limited liability company and the date its\\narticles of organization were filed with the department of state.\\n (f) If the limited partnership is a domestic limited partnership, such\\ndomestic limited partnership shall cancel its certificate of limited\\npartnership pursuant to article eight-A of the partnership law. The\\ncertificate of cancellation shall include the name of the limited\\nliability company and a statement that the limited partnership will be\\nconverted into a limited liability company upon the filing of such\\ncertificate.\\n (g) The conversion takes effect, in the case of a partnership, when\\nthe certificate of conversion is filed with the department of state or\\nat any later date specified in the certificate of conversion or, in the\\ncase of a limited partnership, when the certificate of limited\\npartnership is canceled.\\n (h) A partner or, in the case of a limited partnership, a general\\npartner who becomes a member of a limited liability company as a result\\nof a conversion, remains liable as a partner or general partner, as the\\ncase may be, for any debt, obligation, liability and penalty incurred by\\nthe partnership or limited partnership before the conversion takes\\neffect. A limited partner who becomes a member as a result of a\\nconversion remains liable only as a limited partner for a debt,\\nobligation, liability or penalty incurred by the limited partnership\\nbefore the con- version takes effect. The partner's, general partner's\\nor limited partner's liability, if any, for a debt, obligation,\\nliability or penalty incurred by the limited liability company after the\\nconversion takes effect is that of a member as provided in this chapter.\\n (i) A limited liability company whose original articles of\\norganization were filed with the secretary of state and effective prior\\nto the effective date of this subdivision shall continue to be governed\\nby this section as in effect on such date and shall not be governed by\\nthis section, unless otherwise provided in the operating agreement.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1007", "title" : "Effect of conversion", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1007", "activeDate" : "2014-09-22", "sequenceNo" : 95, "repealedDate" : null, "fromSection" : "1007", "toSection" : "1007", "text" : " § 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 and intangible, of the\\nconverting partnership or limited partnership remains vested in the\\nconverted limited liability company;\\n (ii) all debts, obligations, liabilities and penalties of the\\nconverting partnership or limited partnership continue as debts,\\nobligations, liabilities and penalties of the converted limited\\nliability company;\\n (iii) any action, suit or proceeding, civil or criminal, then pending\\nby or against the converting partnership or limited partnership may be\\ncontinued as if the conversion had not occurred; and\\n (iv) to the extent provided in the agreement of conversion and in this\\nchapter, the partners of a partnership or the general partners and\\nlimited partners of a limited partnership shall continue as members in\\nthe converted limited liability company.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false } ], "size" : 7 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "A11", "title" : "Miscellaneous", "docType" : "ARTICLE", "publishedDates" : [ "2014-09-22", "2016-08-26", "2024-03-08" ], "docLevelId" : "11", "activeDate" : "2014-09-22", "sequenceNo" : 96, "repealedDate" : null, "fromSection" : "1101", "toSection" : "1104", "text" : " ARTICLE XI\\n MISCELLANEOUS\\nSection 1101. Fees.\\n 1102. Records.\\n 1103. Transactions of business outside the state.\\n 1104. Limited liability companies prohibited from interposing\\n defense of usury.\\n", "documents" : { "items" : [ { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1101", "title" : "Fees", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2015-04-24" ], "docLevelId" : "1101", "activeDate" : "2014-09-22", "sequenceNo" : 97, "repealedDate" : null, "fromSection" : "1101", "toSection" : "1101", "text" : " § 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 change of address of the post office address to which the\\nsecretary of state shall mail a copy of any process against the limited\\nliability company served upon him or her pursuant to section three\\nhundred one of this chapter, twenty dollars.\\n (c) For the statement of address of the post office address to which\\nthe secretary of state shall mail a copy of any process against the\\nlimited liability company served upon him or her pursuant to section\\nthree hundred one of this chapter, nine dollars.\\n (d) For the change of address of a registered agent for service of\\nprocess by such registered agent pursuant to section three hundred two\\nof this chapter, twenty dollars.\\n (e) For the resignation of a registered agent for service of process\\npursuant to section three hundred two of this chapter, twenty dollars.\\n (f) For filing articles of organization pursuant to section two\\nhundred nine of this chapter, two hundred dollars.\\n (g) For filing a certificate of amendment pursuant to section two\\nhundred eleven of this chapter, sixty dollars.\\n (h) For filing articles of dissolution pursuant to section seven\\nhundred five of this chapter, sixty dollars.\\n (i) For filing restated articles of organization pursuant to section\\ntwo hundred fourteen of this chapter, sixty dollars.\\n (j) For filing a judicial dissolution pursuant to section seven\\nhundred two of this chapter, sixty dollars.\\n (k) For filing an application for authority pursuant to section eight\\nhundred two of this chapter, two hundred fifty dollars.\\n (l) For filing an amendment to an application for authority pursuant\\nto section eight hundred four of this chapter, sixty dollars.\\n (m) For filing a certificate of surrender of authority pursuant to\\nsection eight hundred six of this chapter, sixty dollars.\\n (n) For filing a certificate of termination of existence pursuant to\\nsection eight hundred seven of this chapter, sixty dollars.\\n (o) For filing a certificate of merger or consolidation pursuant to\\nsection ten hundred three of this chapter, sixty dollars.\\n (p) For filing an application for cancellation of reservation of name\\npursuant to section two hundred five of this chapter, twenty dollars.\\n (q) For filing a certificate of correction pursuant to section two\\nhundred twelve of this chapter, sixty dollars.\\n (r) For filing a certificate of conversion pursuant to section one\\nthousand six of this chapter, two hundred dollars.\\n (s) For filing a certificate of publication with affidavits of\\npublication annexed thereto pursuant to section two hundred six, eight\\nhundred two, twelve hundred three or thirteen hundred six of this\\nchapter, fifty dollars.\\n (t) For filing a certificate of resignation for receipt for process\\npursuant to section three hundred one-A of this chapter, ten dollars.\\n (u) For service of process on the secretary of state pursuant to\\nsubdivision (e) of section three hundred one-A or pursuant to section\\nthree hundred three of this chapter, forty dollars. No fee shall be\\ncollected for process served on behalf of a county, city, town or\\nvillage or other political subdivision of the state.\\n (v) For filing a certificate of change pursuant to subdivision (a) of\\nsection two hundred eleven-A or subdivision (a) of section eight hundred\\nfour-A of this chapter, thirty dollars, and for filing a certificate of\\nchange pursuant to subdivision (b) of section two hundred eleven-A or\\nsubdivision (b) of section eight hundred four-A of this chapter, five\\ndollars.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1102", "title" : "Records", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1102", "activeDate" : "2014-09-22", "sequenceNo" : 98, "repealedDate" : null, "fromSection" : "1102", "toSection" : "1102", "text" : " § 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 alphabetical\\norder and last known mailing address of each such manager;\\n (2) a current list of the full name set forth in alphabetical order\\nand last known mailing address of each member together with the\\ncontribution and the share of profits and losses of each member or\\ninformation from which such share can be readily derived;\\n (3) a copy of the articles of organization and all amendments thereto\\nor restatements thereof, together with executed copies of any powers of\\nattorney pursuant to which any certificate or amendment has been\\nexecuted;\\n (4) a copy of the operating agreement, any amendments thereto and any\\namended and restated operating agreement; and\\n (5) a copy of the limited liability company's federal, state and local\\nincome tax or information returns and reports, if any, for the three\\nmost recent fiscal years.\\n (b) Any member may, subject to reasonable standards as may be set\\nforth in, or pursuant to, the operating agreement, inspect and copy at\\nhis or her own expense, for any purpose reasonably related to the\\nmember's interest as a member, the records referred to in subdivision\\n(a) of this section, any financial statements maintained by the limited\\nliability company for the three most recent fiscal years and other\\ninformation regarding the affairs of the limited liability company as is\\njust and reasonable.\\n (c) If provided in the operating agreement, certain members or\\nmanagers shall have the right to keep confidential from other members\\nfor such period of time as such certain members or the managers deem\\nreasonable, any information which such certain members or the managers\\nreasonably believe to be in the nature of trade secrets or other\\ninformation the disclosure of which such certain members or the managers\\nin good faith believe is not in the best interest of the limited\\nliability company or its business or which the limited liability company\\nis required by law or by agreement with a third party to keep\\nconfidential.\\n (d) A limited liability company may maintain its records in other than\\na written form if such form is capable of conversion into written form\\nwithin a reasonable time.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1103", "title" : "Transactions of business outside the state", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1103", "activeDate" : "2014-09-22", "sequenceNo" : 99, "repealedDate" : null, "fromSection" : "1103", "toSection" : "1103", "text" : " § 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 any\\nreasonable registration requirements, any such limited liability company\\ntransacting business outside this state shall be granted the protection\\nof full faith and credit under section l of article IV of the\\nConstitution of the United States.\\n (b) The provisions of this chapter shall determine the rights and\\nobligations of a domestic limited liability company, organized under\\nthis chapter, in commerce with foreign nations and among the several\\nstates, except as prohibited by law.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1104", "title" : "Limited liability companies prohibited from interposing defense of usury", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1104", "activeDate" : "2014-09-22", "sequenceNo" : 100, "repealedDate" : null, "fromSection" : "1104", "toSection" : "1104", "text" : " § 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 domestic or foreign limited liability company, the principal asset\\nof which is the ownership of a one or two family dwelling, where it\\nappears either that such limited liability company was formed, or that\\nthe controlling interest therein was acquired, within a period of six\\nmonths prior to the execution by such limited liability company of a\\nbond or note evidencing indebtedness, and a mortgage creating a lien for\\nsuch indebtedness on such one or two family dwelling.\\n Any provision of any contract, or any separate written instrument\\nexecuted prior to, simultaneously with or within sixty days after the\\ndelivery of any moneys to any borrower in connection with such\\nindebtedness, whereby the defense of usury is waived or any such limited\\nliability company estopped from asserting it, is hereby declared to be\\ncontrary to public policy and absolutely void.\\n (c) The provisions of subdivision (a) of this section shall not apply\\nto any action in which a limited liability company interposes a defense\\nof criminal usury as described in section 190.40 of the penal law.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false } ], "size" : 4 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "A12", "title" : "Professional Service Limited Liability Companies", "docType" : "ARTICLE", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "12", "activeDate" : "2014-09-22", "sequenceNo" : 101, "repealedDate" : null, "fromSection" : "1201", "toSection" : "1216", "text" : " ARTICLE XII\\n PROFESSIONAL SERVICE LIMITED LIABILITY COMPANIES\\nSection 1201. Definitions.\\n 1202. Limited liability companies organized under other\\n provisions of law.\\n 1203. Formation.\\n 1204. Rendering of professional service.\\n 1205. Professional relationships and liabilities.\\n 1206. Purposes of formation.\\n 1207. Membership of professional service limited liability\\n companies.\\n 1208. (Reserved)\\n 1209. Disqualification of members, managers and employees.\\n 1210. Death, disqualification or dissolution of members.\\n 1211. Transfer of a membership interest.\\n 1212. Limited liability company name.\\n 1213. Limited liability company act applicable.\\n 1214. (Reserved)\\n 1215. Regulation of professions.\\n 1216. Mergers and consolidations.\\n", "documents" : { "items" : [ { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1201", "title" : "Definitions", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1201", "activeDate" : "2014-09-22", "sequenceNo" : 102, "repealedDate" : null, "fromSection" : "1201", "toSection" : "1201", "text" : " § 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 licensed under title eight of the\\neducation law, and the appropriate appellate division of the supreme\\ncourt in the case of the profession of law.\\n (b) \"Profession\" includes any practice as an attorney and\\ncounselor-at-law, or as a licensed physician, and those professions\\ndesignated in title eight of the education law.\\n (c) \"Professional\" means an individual duly authorized to practice a\\nprofession, a professional service corporation, a professional service\\nlimited liability company, a foreign professional service limited\\nliability company, a registered limited liability partnership, a foreign\\nlimited liability partnership, a foreign professional service\\ncorporation or a professional partnership.\\n (d) \"Professional service\" means any type of service to the public\\nthat may be lawfully rendered by a member of a profession within the\\npurview of his or her profession.\\n (e) \"Professional service corporation\" means (i) a corporation\\norganized under article fifteen of the business corporation law and (ii)\\nany other corporation organized under the business corporation law or\\nunder any other predecessor statute, which is authorized by, or holds a\\nlicense, certificate, registration or permit issued by, the licensing\\nauthority pursuant to the education law to render professional services\\nwithin this state.\\n (f) \"Professional service limited liability company\" means a limited\\nliability company organized under this article.\\n (g) \"Foreign professional service corporation\" has the meaning given\\nto it in subdivision (d) of section fifteen hundred twenty-five of the\\nbusiness corporation law.\\n (h) \"Foreign professional service limited liability company\" has the\\nmeaning given to it in subdivision (a) of section thirteen hundred one\\nof this chapter.\\n (i) \"Professional partnership\" means (1) a partnership without limited\\npartners each of whose partners is a professional authorized by law to\\nrender a professional service within this state, (2) a partnership\\nwithout limited partners each of whose partners is a professional, at\\nleast one of whom is authorized by law to render a professional service\\nwithin this state or (3) a partnership without limited partners\\nauthorized by, or holding a license, certificate, registration or permit\\nissued by the licensing authority pursuant to the education law to\\nrender a professional service within this state.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1202", "title" : "Limited liability companies organized under other provisions of law", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1202", "activeDate" : "2014-09-22", "sequenceNo" : 103, "repealedDate" : null, "fromSection" : "1202", "toSection" : "1202", "text" : " § 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", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1203", "title" : "Formation", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2014-11-28", "2016-11-25" ], "docLevelId" : "1203", "activeDate" : "2014-09-22", "sequenceNo" : 104, "repealedDate" : null, "fromSection" : "1203", "toSection" : "1203", "text" : " § 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 render a\\nprofessional service within the state, may form, or cause to be formed,\\na professional service limited liability company for pecuniary profit\\nunder this article for the purpose of rendering the professional service\\nor services as such professionals are authorized to practice. With\\nrespect to a professional service limited liability company formed to\\nprovide medical services as such services are defined in article 131 of\\nthe education law, each member of such limited liability company must be\\nlicensed pursuant to article 131 of the education law to practice\\nmedicine in this state. With respect to a professional service limited\\nliability company formed to provide dental services as such services are\\ndefined in article 133 of the education law, each member of such limited\\nliability company must be licensed pursuant to article 133 of the\\neducation law to practice dentistry in this state. With respect to a\\nprofessional service limited liability company formed to provide\\nveterinary services as such services are defined in article 135 of the\\neducation law, each member of such limited liability company must be\\nlicensed pursuant to article 135 of the education law to practice\\nveterinary medicine in this state. With respect to a professional\\nservice limited liability company formed to provide professional\\nengineering, land surveying, architectural and/or landscape\\narchitectural services as such services are defined in article 145,\\narticle 147 and article 148 of the education law, each member of such\\nlimited liability company must be licensed pursuant to article 145,\\narticle 147 and/or article 148 of the education law to practice one or\\nmore of such professions in this state. With respect to a professional\\nservice limited liability company formed to provide licensed clinical\\nsocial work services as such services are defined in article 154 of the\\neducation law, each member of such limited liability company shall be\\nlicensed pursuant to article 154 of the education law to practice\\nlicensed clinical social work in this state. With respect to a\\nprofessional service limited liability company formed to provide\\ncreative arts therapy services as such services are defined in article\\n163 of the education law, each member of such limited liability company\\nmust be licensed pursuant to article 163 of the education law to\\npractice creative arts therapy in this state. With respect to a\\nprofessional service limited liability company formed to provide\\nmarriage and family therapy services as such services are defined in\\narticle 163 of the education law, each member of such limited liability\\ncompany must be licensed pursuant to article 163 of the education law to\\npractice marriage and family therapy in this state. With respect to a\\nprofessional service limited liability company formed to provide mental\\nhealth counseling services as such services are defined in article 163\\nof the education law, each member of such limited liability company must\\nbe licensed pursuant to article 163 of the education law to practice\\nmental health counseling in this state. With respect to a professional\\nservice limited liability company formed to provide psychoanalysis\\nservices as such services are defined in article 163 of the education\\nlaw, each member of such limited liability company must be licensed\\npursuant to article 163 of the education law to practice psychoanalysis\\nin this state. With respect to a professional service limited liability\\ncompany formed to provide applied behavior analysis services as such\\nservices are defined in article 167 of the education law, each member of\\nsuch limited liability company must be licensed or certified pursuant to\\narticle 167 of the education law to practice applied behavior analysis\\nin this state. In addition to engaging in such profession or\\nprofessions, a professional service limited liability company may engage\\nin any other business or activities as to which a limited liability\\ncompany may be formed under section two hundred one of this chapter.\\nNotwithstanding any other provision of this section, a professional\\nservice limited liability company (i) authorized to practice law may\\nonly engage in another profession or business or activities or (ii)\\nwhich is engaged in a profession or other business or activities other\\nthan law may only engage in the practice of law, to the extent not\\nprohibited by any other law of this state or any rule adopted by the\\nappropriate appellate division of the supreme court or the court of\\nappeals.\\n (b) The articles of organization of a professional service limited\\nliability company shall meet the requirements of this chapter and (i)\\nshall state the profession or professions to be practiced by such\\nlimited liability company and (A) the names and residence addresses of\\nall individuals who are to be the original members and the original\\nmanagers, if any, of such limited liability company, and (B) the names\\nand residence addresses or, if none, the business address of all\\nshareholders, directors, officers, members, managers and partners of all\\nprofessional service corporations, foreign professional service\\ncorporations, professional service limited liability companies, foreign\\nprofessional service limited liability companies, registered limited\\nliability partnerships, foreign limited liability partnerships, and\\nprofessional partnerships who are to be the original members or\\nmanagers, if any, who are individuals of such limited liability company,\\n(ii) shall have attached thereto a certificate or certificates issued by\\nthe licensing authority or by the comparable authority of another state\\ncertifying that each of the proposed members and managers, if any, who\\nare individuals is authorized by law to practice a profession that such\\nlimited liability company is being formed to practice and, if\\napplicable, that one or more of such individuals are authorized to\\npractice within the state each profession that such limited liability\\ncompany will be authorized to practice, and (iii) if such proposed\\nmember or manager, if any, is a professional service corporation,\\nforeign professional service corporation, professional service limited\\nliability company, foreign professional service limited liability\\ncompany, registered limited liability partnership, foreign limited\\nliability partnership or professional partnership, (A) such certificate\\nor certificates issued by the licensing authority or by the comparable\\nauthority of another state shall certify either (1) that each proposed\\nmember or manager is authorized by law to practice a profession that\\nsuch limited liability company is being formed to practice and, if\\napplicable, that each shareholder, member or partner of such proposed\\nmember or manager is authorized by law to render a professional service\\nwithin the state or (2) that one or more of such proposed members and\\none or more of such proposed managers, are authorized to practice within\\nthe state each profession that such limited liability company will be\\nauthorized to practice and that one or more of the shareholders, members\\nor partners of such proposed members or managers are authorized to\\npractice within the state each profession that such limited liability\\ncompany will be authorized to practice within the state and (B) there\\nshall be attached to the articles of organization of the professional\\nservice limited liability company a certificate by an authorized officer\\nof the jurisdiction of its formation that the professional service\\ncorporation, foreign professional service corporation, professional\\nservice limited liability company, foreign professional service limited\\nliability company, registered limited liability partnership or foreign\\nlimited liability partnership is validly existing and, in the case of a\\nforeign professional service corporation, foreign professional service\\nlimited liability company or foreign limited liability partnership, a\\ncertificate from the secretary of state that such foreign professional\\nservice corporation, foreign professional service limited liability\\ncompany or foreign limited liability partnership is authorized to do\\nbusiness under article fifteen-A of the business corporation law, under\\narticle thirteen of this chapter or under article eight-B of the\\npartnership law, as the case may be.\\n (c) (1) A certified copy of the articles of organization and of each\\namendment thereto and restatement thereof shall be filed by the\\nprofessional service limited liability company with the licensing\\nauthority within thirty days after the filing of such certificate or\\namendment with the department of state.\\n (2) (A) Within one hundred twenty days after the filing of the\\narticles of organization, a copy of the same or a notice containing the\\nsubstance thereof shall be published once in each week for six\\nsuccessive weeks, in two newspapers of the county in which the office of\\nthe professional service limited liability company is located, one\\nnewspaper to be printed weekly and one newspaper to be printed daily, to\\nbe designated by the county clerk. When such county is located within a\\ncity with a population of one million or more, such designation shall be\\nas though the copy or notice were a notice or advertisement of judicial\\nproceedings. Proof of the publication required by this subparagraph,\\nconsisting of the certificate of publication of the professional service\\nlimited liability company with the affidavits of publication of such\\nnewspapers annexed thereto, be filed with the department of state.\\nNotwithstanding any other provision of law, if the office of the\\nprofessional service limited liability company is located in a county\\nwherein a weekly or daily newspaper of the county, or both, has not been\\nso designated by the county clerk, then the publication herein required\\nshall be made in a weekly or daily newspaper of any county, or both, as\\nthe case may be, which is contiguous to, such county, provided that any\\nsuch newspaper meets all the other requirements of this subparagraph. A\\ncopy or notice published in a newspaper other than the newspaper or\\nnewspapers designated by the county clerk shall not be deemed to be one\\nof the publications required by this subparagraph. The notice shall\\ninclude: (i) the name of the professional service limited liability\\ncompany; (ii) the date of filing of the articles of organization with\\nthe department of state; (iii) the county within this state, in which\\nthe office of the professional service limited liability company is\\nlocated; (iii-a) the street address of the principal business location,\\nif any; (iv) a statement that the secretary of state has been designated\\nas agent of the professional service limited liability company upon whom\\nprocess against it may be served and the post office address within or\\nwithout this state to which the secretary of state shall mail a copy of\\nany process against it served upon him or her; (v) if the professional\\nservice limited liability company is to have a registered agent, his or\\nher name and address within this state and a statement that the\\nregistered agent is to be the agent of the professional service limited\\nliability company upon whom process against it may be served; (vi) if\\nthe professional service limited liability company is to have a specific\\ndate of dissolution in addition to the events of dissolution set forth\\nin section seven hundred one of this chapter, the latest date upon which\\nthe professional service limited liability company is to dissolve; and\\n(vii) the character or purpose of the business of such professional\\nservice limited liability company. Where, at any time after completion\\nof the first of the six weekly publications required by this\\nsubparagraph and prior to the completion of the sixth such weekly\\npublication, there is a change in any of the information contained in\\nthe copy or notice as published, the professional service limited\\nliability company may complete the remaining publications of the\\noriginal copy or notice, and the professional service limited liability\\ncompany shall not be required to publish any further or amended copy or\\nnotice. Where, at any time after completion of the six weekly\\npublications required by this subparagraph, there is a change to any of\\nthe information contained in the copy or notice as published, no further\\nor amended publication or republication shall be required to be made. If\\nwithin one hundred twenty days after its formation, proof of such\\npublication, consisting of the certificate of publication of the\\nprofessional service limited liability company with the affidavits of\\npublication of the newspapers annexed thereto has not been filed with\\nthe department of state, the authority of such professional service\\nlimited liability company to carry on, conduct or transact any business\\nin this state shall be suspended, effective as of the expiration of such\\none hundred twenty day period. The failure of a professional service\\nlimited liability company to cause such copy or notice to be published\\nand such certificate of publication and affidavits of publication to be\\nfiled with the department of state within such one hundred twenty day\\nperiod or the suspension of such professional service limited liability\\ncompany's authority to carry on, conduct or transact business in this\\nstate pursuant to this subparagraph shall not limit or impair the\\nvalidity of any contract or act of such professional service limited\\nliability company, or any right or remedy of any other party under or by\\nvirtue of any contract, act or omission of such professional service\\nlimited liability company, or the right of any other party to maintain\\nany action or special proceeding on any such contract, act or omission,\\nor right of such professional service limited liability company to\\ndefend any action or special proceeding in this state, or result in any\\nmember, manager or agent of such professional service limited liability\\ncompany becoming liable for the contractual obligations or other\\nliabilities of the professional service limited liability company. If,\\nat any time following the suspension of a professional service limited\\nliability company's authority to carry on, conduct or transact business\\nin this state pursuant to this subparagraph, such professional service\\nlimited liability company shall cause proof of publication in\\nsubstantial compliance with the provisions (other than the one hundred\\ntwenty day period) of this subparagraph, consisting of the certificate\\nof publication of the professional service limited liability company\\nwith the affidavits of publication of the newspapers annexed thereto, to\\nbe filed with the department of state, such suspension of such\\nprofessional service limited liability company's authority to carry on,\\nconduct or transact business shall be annulled.\\n (B)(i) A professional service limited liability company which was\\nformed prior to the effective date of this subparagraph and which\\ncomplied with the publication and filing requirements of this paragraph\\nas in effect prior to such effective date shall not be required to make\\nany publication or republication or any filing under subparagraph (A) of\\nthis paragraph, and shall not be subject to suspension pursuant to this\\nparagraph.\\n (ii) Within twelve months after the effective date of this\\nsubparagraph, a professional service limited liability company which was\\nformed prior to such effective date and which did not comply with the\\npublication and filing requirements of this paragraph as in effect prior\\nto such effective date shall publish a copy of its articles of\\norganization or a notice containing the substance thereof in the manner\\nrequired (other than the one hundred twenty day period) by this\\nparagraph as in effect prior to such effective date and file proof of\\nsuch publication, consisting of the certificate of publication of the\\nprofessional service limited liability company with the affidavits of\\npublication of the newspapers annexed thereto, with the department of\\nstate.\\n (iii) If a professional service limited liability company that is\\nsubject to the provisions of clause (ii) of this subparagraph fails to\\nfile the required proof of publication with the department of state\\nwithin twelve months after the effective date of this subparagraph, its\\nauthority to carry on, conduct or transact any business in this state\\nshall be suspended, effective as of the expiration of such twelve month\\nperiod.\\n (iv) The failure of a professional service limited liability company\\nthat is subject to the provisions of clause (ii) of this subparagraph to\\nfully comply with the provisions of said clause (ii) or the suspension\\nof such professional service limited liability company's authority to\\ncarry on, conduct or transact any business in this state pursuant to\\nclause (iii) of this subparagraph shall not impair or limit the validity\\nof any contract or act of such professional service limited liability\\ncompany, or any right or remedy of any other party under or by virtue of\\nany contract, act or omission of such professional service limited\\nliability company, or the right of any other party to maintain any\\naction or special proceeding on any such contract, act or omission, or\\nright of such professional service limited liability company to defend\\nany action or special proceeding in this state, or result in any member,\\nmanager or agent of such professional service limited liability company\\nbecoming liable for the contractual obligations or other liabilities of\\nthe professional service limited liability company.\\n (v) If, at any time following the suspension of a professional service\\nlimited liability company's authority to carry on, conduct or transact\\nbusiness in this state, pursuant to clause (iii) of this subparagraph,\\nsuch professional service limited liability company shall cause proof of\\npublication in substantial compliance with the provisions (other than\\nthe one hundred twenty day period) of subparagraph (A) of this\\nparagraph, consisting of the certificate of publication of the\\nprofessional service limited liability company with the affidavits of\\npublication of the newspapers annexed thereto, to be filed with the\\ndepartment of state, such suspension of such professional service\\nlimited liability company's authority to carry on, conduct or transact\\nbusiness shall be annulled.\\n (vi) For the purposes of this subparagraph, a professional service\\nlimited liability company which was formed prior to the effective date\\nof this subparagraph shall be deemed to have complied with the\\npublication and filing requirements of this paragraph as in effect prior\\nto such effective date if (i) the professional service limited liability\\ncompany was formed on or after January first, nineteen hundred\\nninety-nine and prior to such effective date and the professional\\nservice limited liability company filed at least one affidavit of the\\nprinter or publisher of a newspaper with the department of state at any\\ntime prior to such effective date, or (ii) the professional service\\nlimited liability company was formed prior to January first, nineteen\\nhundred ninety-nine, without regard to whether the professional service\\nlimited liability company did or did not file any affidavit of the\\nprinter or publisher of a newspaper with the secretary of state.\\n (C) The information in a notice published pursuant to this paragraph\\nshall be presumed to be in compliance with and satisfaction of the\\nrequirements of this paragraph.\\n (d) A professional service limited liability company, other than a\\nprofessional service limited liability company authorized to practice\\nlaw, shall be under the supervision of the regents of the university of\\nthe state of New York and be subject to disciplinary proceedings and\\npenalties, and its articles of organization shall be subject to\\nsuspension, revocation or annulment for cause, in the same manner and to\\nthe same extent as is provided with respect to individuals and their\\nlicenses, certificates and registrations in title eight of the education\\nlaw relating to the applicable profession. Notwithstanding the\\nprovisions of this subdivision, a professional service limited liability\\ncompany authorized to practice medicine shall be subject to the\\npre-hearing procedures and hearing procedures as are provided with\\nrespect to individual physicians and their licenses in Title II-A of\\narticle two of the public health law.\\n (e) A professional service limited liability company authorized to\\npractice law shall be subject to the regulation and control of, and its\\narticles of organization shall be subject to suspension, revocation or\\nannulment for cause by, the appellate division of the supreme court and\\nthe court of appeals in the same manner and to the same extent provided\\nin the judiciary law with respect to individual attorneys and\\ncounselors-at-law. Such limited liability company need not qualify for\\nany certification under section four hundred sixty-four of the judiciary\\nlaw, take an oath of office under section four hundred sixty-six of the\\njudiciary law or register under section four hundred sixty-seven of the\\njudiciary law.\\n (f) The order of suspension, revocation or annulment of the articles\\nof organization of a professional service limited liability company\\npursuant to subdivisions (d) and (e) of this section shall be effective\\nupon the filing of such order with the department of state.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1204", "title" : "Rendering of professional service", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1204", "activeDate" : "2014-09-22", "sequenceNo" : 105, "repealedDate" : null, "fromSection" : "1204", "toSection" : "1204", "text" : " § 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\\nauthorize a professional service limited liability company to render a\\nprofessional service in this state except through individuals authorized\\nby law to render such professional service as individuals in this state.\\n (b) Each final plan and report made or issued by a professional\\nservice limited liability company practicing professional engineering,\\narchitecture, landscape architecture or land surveying shall bear the\\nname and seal of one or more professional engineers, architects,\\nlandscape architects or land surveyors, respectively, who are in\\nresponsible charge of such plan or report.\\n (c) Each report, diagnosis, prognosis and prescription made or issued\\nby a professional service limited liability company practicing medicine,\\ndentistry, podiatry, optometry, ophthalmic dispensing, veterinary\\nmedicine, pharmacy, nursing, psychology, physical therapy or\\nchiropractic shall bear the signature of one or more physicians,\\ndentists, podiatrists, optometrists, ophthalmic dispensers,\\nveterinarians, pharmacists, nurses, licensed psychologists, physical\\ntherapists or chiropractors, respectively, who are in responsible charge\\nof such report, diagnosis, prognosis or prescription.\\n (d) Each record, transcript, report and hearing report prepared by a\\nprofessional service limited liability company practicing certified\\nshorthand reporting shall bear the signature of one or more certified\\nshorthand reporters who are in responsible charge of such record,\\ntranscript, report or hearing report.\\n (e) Each professional service limited liability company practicing\\npublic accounting or certified public accounting shall maintain records\\nindicating the identity of each public accountant or certified public\\naccountant, respectively, who was responsible for each report or\\nstatement that is issued, prepared or examined by such limited liability\\ncompany.\\n (f) Each opinion prepared by a professional service limited liability\\ncompany practicing law shall bear the signature of one or more attorneys\\nand counselors-at-law who are in responsible charge of such opinion.\\n (g) In addition to the requirements pursuant to subdivisions (b)\\nthrough (f) of this section, each document prepared by a professional\\nservice limited liability company that under the rules, regulations,\\nlaws or customs of the applicable profession is required to bear the\\nsignature of an individual in responsible charge of such document, shall\\nbe signed by one or more such individuals.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1205", "title" : "Professional relationships and liabilities", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1205", "activeDate" : "2014-09-22", "sequenceNo" : 106, "repealedDate" : null, "fromSection" : "1205", "toSection" : "1205", "text" : " § 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 by\\nany person under his or her direct supervision and control while\\nrendering professional services on behalf of such limited liability\\ncompany.\\n (b) Each shareholder, director, officer, employee, member, manager,\\npartner and agent of a professional service corporation, foreign\\nprofessional service corporation, professional service limited liability\\ncompany, foreign professional service limited liability company,\\nregistered limited liability partnership, foreign limited liability\\npartnership or professional partnership that is a member, manager,\\nemployee or agent of a professional service limited liability company\\nshall be personally and fully liable and accountable for any negligent\\nor wrongful act or misconduct committed by him or her or by any person\\nunder his or her direct supervision and control while rendering\\nprofessional services in his or her capacity as a member, manager,\\nemployee or agent of such professional service limited liability\\ncompany.\\n (c) The relationship of a professional to a professional service\\nlimited liability company with which such professional is associated,\\nwhether as member, manager, employee or agent, shall not modify or\\ndiminish the jurisdiction over such professional of the licensing\\nauthority and in the case of an attorney and counselor-at-law, or a\\nprofessional service corporation, foreign professional service\\ncorporation, professional service limited liability company, foreign\\nprofessional service limited liability company, registered limited\\nliability partnership, foreign limited liability partnership or\\nprofessional partnership engaged in the practice of law, the courts of\\nthis state.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1206", "title" : "Purposes of formation", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1206", "activeDate" : "2014-09-22", "sequenceNo" : 107, "repealedDate" : null, "fromSection" : "1206", "toSection" : "1206", "text" : " § 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\\nprofessions as to which one or more of its members is authorized by law\\nto render professional services in this state. In addition to engaging\\nin such profession or professions, a professional service limited\\nliability company may carry on, or conduct or transact any other\\nbusiness or other activities as to which a limited liability company may\\nbe formed under section two hundred one of this chapter. Notwithstanding\\nany other provision of this section, and subject to the next succeeding\\nsentence of this section, a professional service limited liability\\ncompany (i) authorized to practice law may only engage in another\\nprofession or other business or activities or (ii) which is engaged in a\\nprofession or other business or activities other than law may only\\nengage in the practice of law, to the extent not prohibited by any other\\nlaw of this state or any rule adopted by the appropriate appellate\\ndivision of the supreme court or the court of appeals. Any professional\\nservice limited liability company may invest its funds in real estate,\\nmortgages, stocks, bonds or any other type of investments.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1207", "title" : "Membership of professional service limited liability companies", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2014-11-28", "2016-11-25", "2023-12-15", "2024-03-08", "2024-06-14" ], "docLevelId" : "1207", "activeDate" : "2014-09-22", "sequenceNo" : 108, "repealedDate" : null, "fromSection" : "1207", "toSection" : "1207", "text" : " § 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 company or\\nforeign limited liability partnership, authorized by law to practice in\\nthis state a profession that such limited liability company is\\nauthorized to practice and who is or has been engaged in the practice of\\nsuch profession in such limited liability company or a predecessor\\nentity, or who will engage in the practice of such profession in such\\nlimited liability company within thirty days of the date such\\nprofessional becomes a member;\\n (2) A professional, other than a foreign professional service\\ncorporation, foreign professional service limited liability company or\\nforeign limited liability partnership, authorized by law to practice in\\nany foreign jurisdiction a profession that such limited liability\\ncompany is authorized to practice and who is or has been engaged in the\\npractice of such profession in such limited liability company or a\\npredecessor entity, or who will engage in the practice of such\\nprofession in such limited liability company within thirty days of the\\ndate such professional becomes a member; or\\n (3) A foreign professional service corporation, foreign professional\\nservice limited liability company or foreign limited liability\\npartnership authorized by law to practice in this state or in any\\nforeign jurisdiction a profession that such limited liability company is\\nauthorized to practice and who is or has been engaged in the practice of\\nsuch profession in such limited liability company or a predecessor\\nentity, or who will engage in the practice of such profession in such\\nlimited liability company within thirty days of the date such\\nprofessional becomes a member.\\n (b) With respect to a professional service limited liability company\\nformed to provide medical services as such services are defined in\\narticle 131 of the education law, each member of such limited liability\\ncompany must be licensed pursuant to article 131 of the education law to\\npractice medicine in this state. With respect to a professional service\\nlimited liability company formed to provide dental services as such\\nservices are defined in article 133 of the education law, each member of\\nsuch limited liability company must be licensed pursuant to article 133\\nof the education law to practice dentistry in this state. With respect\\nto a professional service limited liability company formed to provide\\nveterinary services as such services are defined in article 135 of the\\neducation law, each member of such limited liability company must be\\nlicensed pursuant to article 135 of the education law to practice\\nveterinary medicine in this state. With respect to a professional\\nservice limited liability company formed to provide professional\\nengineering, land surveying, architectural and/or landscape\\narchitectural services as such services are defined in article 145,\\narticle 147 and article 148 of the education law, each member of such\\nlimited liability company must be licensed pursuant to article 145,\\narticle 147 and/or article 148 of the education law to practice one or\\nmore of such professions in this state. With respect to a professional\\nservice limited liability company formed to provide licensed clinical\\nsocial work services as such services are defined in article 154 of the\\neducation law, each member of such limited liability company shall be\\nlicensed pursuant to article 154 of the education law to practice\\nlicensed clinical social work in this state. With respect to a\\nprofessional service limited liability company formed to provide\\ncreative arts therapy services as such services are defined in article\\n163 of the education law, each member of such limited liability company\\nmust be licensed pursuant to article 163 of the education law to\\npractice creative arts therapy in this state. With respect to a\\nprofessional service limited liability company formed to provide\\nmarriage and family therapy services as such services are defined in\\narticle 163 of the education law, each member of such limited liability\\ncompany must be licensed pursuant to article 163 of the education law to\\npractice marriage and family therapy in this state. With respect to a\\nprofessional service limited liability company formed to provide mental\\nhealth counseling services as such services are defined in article 163\\nof the education law, each member of such limited liability company must\\nbe licensed pursuant to article 163 of the education law to practice\\nmental health counseling in this state. With respect to a professional\\nservice limited liability company formed to provide psychoanalysis\\nservices as such services are defined in article 163 of the education\\nlaw, each member of such limited liability company must be licensed\\npursuant to article 163 of the education law to practice psychoanalysis\\nin this state. With respect to a professional service limited liability\\ncompany formed to provide applied behavior analysis services as such\\nservices are defined in article 167 of the education law, each member of\\nsuch limited liability company must be licensed or certified pursuant to\\narticle 167 of the education law to practice applied behavior analysis\\nin this state.\\n (c) No member of a professional service limited liability company\\nshall enter into a voting trust agreement, proxy or any other type of\\nagreement vesting in another person, other than another member of such\\nlimited liability company or professional who would be eligible to\\nbecome a member of such limited liability company, the authority to\\nexercise voting power of any or all of the membership interests of such\\nlimited liability company. All membership interests or proxies granted\\nor agreements made in violation of this section shall be void.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1208", "title" : "(Reserved)", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1208", "activeDate" : "2014-09-22", "sequenceNo" : 109, "repealedDate" : null, "fromSection" : "1208", "toSection" : "1208", "text" : " § 1208. (Reserved)\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1209", "title" : "Disqualification of members, managers and employees", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1209", "activeDate" : "2014-09-22", "sequenceNo" : 110, "repealedDate" : null, "fromSection" : "1209", "toSection" : "1209", "text" : " § 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\\nwithin this state, he, she or it shall sever all employment with and\\nfinancial interests (other than interests as a creditor or vested rights\\nunder a bona fide retirement program) in such limited liability company\\nforthwith or as otherwise provided in section twelve hundred ten of this\\narticle. All provisions of law regulating the rendering of professional\\nservices by a person elected or appointed to a public office shall be\\napplicable to a member, manager or employee of such limited liability\\ncompany in the same manner and to the same extent as if fully set forth\\nherein. Such legal disqualification to practice such profession within\\nthis state shall be deemed to constitute an irrevocable offer by the\\ndisqualified member to sell his, her or its membership interest to the\\nprofessional service limited liability company, pursuant to the\\nprovisions of section twelve hundred ten of this article or of the\\narticles of organization or operating agreement, whichever is\\napplicable. Compliance with the terms of such offer shall be\\nspecifically enforceable in the courts of this state. A professional\\nservice limited liability company's failure to enforce compliance with\\nthis provision shall constitute a ground for its dissolution.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1210", "title" : "Death, disqualification or dissolution of members", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1210", "activeDate" : "2014-09-22", "sequenceNo" : 111, "repealedDate" : null, "fromSection" : "1210", "toSection" : "1210", "text" : " § 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\\nnine of this article or in the case of a member that is a professional\\nservice corporation, foreign professional service corporation,\\nprofessional service limited liability company, foreign professional\\nservice limited liability company, registered limited liability\\npartnership, foreign limited liability partnership or professional\\npartnership, dissolution or disqualification of such professional\\nservice corporation, foreign professional service corporation,\\nprofessional service limited liability company, foreign professional\\nservice limited liability company, registered limited liability\\npartnership, foreign limited liability partnership or professional\\npartnership (in the case of registered limited liability partnership,\\nforeign limited liability partnership and professional partnership,\\nother than a dissolution followed by a reconstitution where at least a\\nmajority of the total interests in the current profits of a successor\\npartnership are held by partners of the predecessor partnership that was\\na registered limited liability partnership, foreign limited liability\\npartnership or professional partnership who were partners of such\\npredecessor partnership immediately prior to the dissolution of such\\npredecessor partnership) or the death, dissolution or disqualification\\nof all of its shareholders, members or partners, within six months after\\nthe appointment of the executor or administrator or other legal\\nrepresentative of the estate of such deceased member, or within six\\nmonths after such disqualification or dissolution, at the book value of\\nsuch membership interest as of the end of the month immediately\\npreceding the death, disqualification or dissolution of the member as\\ndetermined from the records of such limited liability company in\\naccordance with its regular method of accounting. The operating\\nagreement of such limited liability company may modify this section by\\nproviding for a shorter period of purchase or redemption, or an\\nalternate method of determining the price to be paid for the membership\\ninterest, or both. If such limited liability company shall fail to\\npurchase or redeem such membership interest within the required period,\\na successful plaintiff in an action to recover the purchase price of\\nsuch membership interest shall also be awarded reasonable attorneys'\\nfees and costs. Nothing herein contained shall prevent such limited\\nliability company from paying pension benefits or other deferred\\ncompensation to or on behalf of a former or deceased member, manager or\\nemployee thereof, or where such member, manager or employee is a\\nprofessional service corporation, foreign professional service\\ncorporation, professional service limited liability company, foreign\\nprofessional service limited liability company, registered limited\\nliability partnership, foreign limited liability partnership or\\nprofessional partnership, on behalf of a former or deceased shareholder,\\nofficer, director, member, manager, partner, or employee of such\\nprofessional service corporation, foreign professional service\\ncorporation, professional service limited liability company, foreign\\nprofessional service limited liability company, registered limited\\nliability partnership, foreign limited liability partnership or\\nprofessional partnership, as otherwise permitted by law. The provisions\\nof this section shall not be deemed to require the purchase of the\\nmembership interest of a disqualified member where the period of\\ndisqualification is for less than six months and the member again\\nbecomes eligible to practice his or her profession within six months\\nfrom the date of disqualification (or, in the case of a disqualified\\nmember that is a professional service corporation, foreign professional\\nservice corporation, professional service limited liability company,\\nforeign professional service limited liability company, registered\\nlimited liability partnership, foreign limited liability partnership or\\nprofessional partnership, where the period of disqualification of such\\nprofessional service corporation, foreign professional corporation,\\nprofessional service limited liability company, foreign professional\\nservice limited liability company, registered limited liability\\npartnership, foreign limited liability partnership or professional\\npartnership or all shareholders, members or partners of such\\nprofessional service corporation, foreign professional service\\ncorporation, professional service limited liability company, foreign\\nprofessional service limited liability company, registered limited\\nliability partnership, foreign limited liability partnership or\\nprofessional partnership is for less than six months and such\\nprofessional service corporation, foreign professional service\\ncorporation, professional service limited liability company, foreign\\nprofessional service limited liability company, registered limited\\nliability partnership, foreign limited liability partnership or\\nprofessional partnership or each such shareholder, member or partner\\nbecomes eligible to practice his or her profession within six months\\nfrom the date of disqualification).\\n (b) Notwithstanding the provisions of subdivision (a) of this section,\\nthe professional service limited liability company shall not be required\\nto purchase or redeem the membership interest of a deceased or\\ndisqualified or dissolved member if such membership interest, within the\\ntime limit prescribed by subdivision (a) of this section, is sold or\\ntransferred to another professional pursuant to the provisions of\\nsection twelve hundred eleven of this article.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1211", "title" : "Transfer of a membership interest", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1211", "activeDate" : "2014-09-22", "sequenceNo" : 112, "repealedDate" : null, "fromSection" : "1211", "toSection" : "1211", "text" : " § 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\\nliability company or except in trust to another professional who would\\nbe eligible to become a member if such professional were employed by\\nsuch limited liability company.\\n (b) Nothing contained in subdivision (a) of this section shall be\\nconstrued to prohibit the assignment of a membership interest by\\noperation of law or by court decree. An assignee of a membership\\ninterest by operation of law or court decree shall have the rights of an\\nassignee of a membership interest set forth in section six hundred three\\nof this chapter. Such assignee shall automatically become a member of\\nthe professional service limited liability company if such assignee\\nwould be eligible to be a member of such limited liability company and,\\na majority in interest of the members shall fail to redeem the\\nmembership interest so transferred, pursuant to section twelve hundred\\nten of this article, within sixty days of receiving written notice of\\nsuch transfer.\\n (c) Any sale or transfer, except by operation of law or court decree\\nor except for a professional service limited liability company having\\nonly one member, may be made only after the same shall have been\\napproved by the vote or written consent of such proportion, not less\\nthan a majority in interest of the members, exclusive of the interest of\\nthe member proposing to sell or transfer such membership interest, as\\nmay be provided in the operating agreement of such professional service\\nlimited liability company. The voting interest held by the member\\nproposing to sell or transfer his, her or its membership interest may\\nnot be voted or counted for any purpose, unless all the members consent\\nthat such interests be voted or counted. The professional service\\nlimited liability company may provide, in lieu of or in addition to the\\nforegoing provisions, for the alienation of membership interests and may\\nrequire the redemption or purchase of such membership interests by such\\nlimited liability company at prices and in a manner specifically set\\nforth therein. The existence of the restrictions on the sale or transfer\\nof a membership interest, as contained in this article and, if\\napplicable, in the operating agreement, shall be noted conspicuously on\\nthe face or back of every certificate representing a membership interest\\nissued by a professional service limited liability company. Any sale or\\ntransfer in violation of such restrictions shall be void.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1212", "title" : "Limited liability company name", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1212", "activeDate" : "2014-09-22", "sequenceNo" : 113, "repealedDate" : null, "fromSection" : "1212", "toSection" : "1212", "text" : " § 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 corporation\\npracticing a profession that such limited liability company is\\nauthorized to practice and may not contain any word that could not be\\nused by such a partnership or professional service corporation;\\nprovided, however, the name of a professional service limited liability\\ncompany may not contain the name of a deceased person unless:\\n (1) such person's name was part of the name of such limited liability\\ncompany at the time of such person's death; or\\n (2) such person's name was part of the name of an existing partnership\\nor professional service corporation and at least two-thirds of such\\npartnership's partners or corporation's shareholders, as the case may\\nbe, become members of such limited liability company.\\n (b) A professional service limited liability company name shall end\\nwith the words \"Professional Limited Liability Company\" or \"Limited\\nLiability Company\" or the abbreviation \"P.L.L.C.\", \"PLLC\", \"L.L.C.\" or\\n\"LLC\". The provisions of subdivision (a) of section two hundred four of\\nthis chapter shall not apply to a professional service limited liability\\ncompany.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1213", "title" : "Limited liability company act applicable", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1213", "activeDate" : "2014-09-22", "sequenceNo" : 114, "repealedDate" : null, "fromSection" : "1213", "toSection" : "1213", "text" : " § 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\\nservice limited liability company may consolidate or merge with another\\nlimited liability company formed under this article, a foreign\\nprofessional service limited liability company authorized to do business\\nunder article thirteen of this chapter or other business entity, only if\\nall of the professions practiced by such limited liability company,\\nforeign limited liability company or other business entity could be\\npracticed by a single limited liability company organized under this\\narticle.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1214", "title" : "(Reserved)", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1214", "activeDate" : "2014-09-22", "sequenceNo" : 115, "repealedDate" : null, "fromSection" : "1214", "toSection" : "1214", "text" : " § 1214. (Reserved)\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1215", "title" : "Regulation of professions", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1215", "activeDate" : "2014-09-22", "sequenceNo" : 116, "repealedDate" : null, "fromSection" : "1215", "toSection" : "1215", "text" : " § 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\\nto the extent in conflict herewith.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1216", "title" : "Mergers and consolidations", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1216", "activeDate" : "2014-09-22", "sequenceNo" : 117, "repealedDate" : null, "fromSection" : "1216", "toSection" : "1216", "text" : " § 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 formed\\npursuant to the provisions of this chapter, a foreign professional\\nservice limited liability company authorized to do business under\\narticle thirteen of this chapter or other business entity formed or\\nrecognized under the laws of this state or any other state, provided\\nthat the limited liability company or other business entity that\\nsurvives or that is formed pursuant thereto is a professional service\\nlimited liability company, a foreign professional service limited\\nliability company authorized to do business under article thirteen of\\nthis chapter or other business entity practicing the same profession or\\nprofessions in this state or the state of its formation. The\\nrestrictions on the issuance, transfer or sale of membership interests\\nof a professional service limited liability company other than the\\nrequirements of the first two sentences of subdivision (c) of section\\ntwelve hundred eleven of this chapter, shall be suspended for a period\\nnot exceeding thirty days with respect to any issuance, transfer or sale\\nof membership interests made pursuant to such merger or consolidation,\\nprovided that (a) no person or business entity who would not be eligible\\nto be a member in the absence of this section shall vote or receive any\\ndistribution from such limited liability company; (b) after such merger\\nor consolidation, any professional service limited liability company\\nthat survives or that is created thereby shall be subject to all the\\nprovisions of this article; and (c) membership interests thereafter may\\nbe held only by persons or business entities who are eligible to be a\\nmember of such professional service limited liability company. Nothing\\nherein contained shall be construed as permitting the practice of a\\nprofession in this state by a limited liability company that is not\\nformed pursuant to the provisions of this article or authorized to do\\nbusiness in the state pursuant to the provisions of article thirteen of\\nthis chapter.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false } ], "size" : 16 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "A13", "title" : "Foreign Professional Service Limited Liability Companies", "docType" : "ARTICLE", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "13", "activeDate" : "2014-09-22", "sequenceNo" : 118, "repealedDate" : null, "fromSection" : "1301", "toSection" : "1309", "text" : " ARTICLE XIII\\n FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY COMPANIES\\nSection 1301. Definitions.\\n 1302. Rendering of professional service.\\n 1303. Professional relationships and liabilities.\\n 1304. Foreign professional service limited liability company.\\n 1305. Limited liability company act applicable.\\n 1306. Filing requirements.\\n 1307. (Reserved)\\n 1308. Regulation of professions.\\n 1309. Licensing of individuals.\\n", "documents" : { "items" : [ { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1301", "title" : "Definitions", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2014-11-28", "2016-11-25", "2023-12-15", "2024-03-08", "2024-06-14" ], "docLevelId" : "1301", "activeDate" : "2014-09-22", "sequenceNo" : 119, "repealedDate" : null, "fromSection" : "1301", "toSection" : "1301", "text" : " § 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 of a jurisdiction other\\nthan this state, (i) each of whose members and managers, if any, is a\\nprofessional authorized by law to render a professional service within\\nthis state and who is or has been engaged in the practice of such\\nprofession in such professional service limited liability company or a\\npredecessor entity, or will engage in the practice of such profession in\\nthe professional service limited liability company within thirty days of\\nthe date such professional becomes a member, or each of whose members\\nand managers, if any, is a professional at least one of such members is\\nauthorized by law to render a professional service within this state and\\nwho is or has been engaged in the practice of such profession in such\\nprofessional service limited liability company or a predecessor entity,\\nor will engage in the practice of such profession in the professional\\nservice limited liability company within thirty days of the date such\\nprofessional becomes a member, or (ii) authorized by, or holding a\\nlicense, certificate, registration or permit issued by the licensing\\nauthority pursuant to, the education law to render a professional\\nservice within this state; except that all members and managers, if any,\\nof a foreign professional service limited liability company that\\nprovides health services in this state shall be licensed in this state.\\nWith respect to a foreign professional service limited liability company\\nwhich provides veterinary services as such services are defined in\\narticle 135 of the education law, each member of such foreign\\nprofessional service limited liability company shall be licensed\\npursuant to article 135 of the education law to practice veterinary\\nmedicine. With respect to a foreign professional service limited\\nliability company which provides medical services as such services are\\ndefined in article 131 of the education law, each member of such foreign\\nprofessional service limited liability company must be licensed pursuant\\nto article 131 of the education law to practice medicine in this state.\\nWith respect to a foreign professional service limited liability company\\nwhich provides dental services as such services are defined in article\\n133 of the education law, each member of such foreign professional\\nservice limited liability company must be licensed pursuant to article\\n133 of the education law to practice dentistry in this state. With\\nrespect to a foreign professional service limited liability company\\nwhich provides professional engineering, land surveying, architectural\\nand/or landscape architectural services as such services are defined in\\narticle 145, article 147 and article 148 of the education law, each\\nmember of such foreign professional service limited liability company\\nmust be licensed pursuant to article 145, article 147 and/or article 148\\nof the education law to practice one or more of such professions in this\\nstate. With respect to a foreign professional service limited liability\\ncompany which provides licensed clinical social work services as such\\nservices are defined in article 154 of the education law, each member of\\nsuch foreign professional service limited liability company shall be\\nlicensed pursuant to article 154 of the education law to practice\\nclinical social work in this state. With respect to a foreign\\nprofessional service limited liability company which provides creative\\narts therapy services as such services are defined in article 163 of the\\neducation law, each member of such foreign professional service limited\\nliability company must be licensed pursuant to article 163 of the\\neducation law to practice creative arts therapy in this state. With\\nrespect to a foreign professional service limited liability company\\nwhich provides marriage and family therapy services as such services are\\ndefined in article 163 of the education law, each member of such foreign\\nprofessional service limited liability company must be licensed pursuant\\nto article 163 of the education law to practice marriage and family\\ntherapy in this state. With respect to a foreign professional service\\nlimited liability company which provides mental health counseling\\nservices as such services are defined in article 163 of the education\\nlaw, each member of such foreign professional service limited liability\\ncompany must be licensed pursuant to article 163 of the education law to\\npractice mental health counseling in this state. With respect to a\\nforeign professional service limited liability company which provides\\npsychoanalysis services as such services are defined in article 163 of\\nthe education law, each member of such foreign professional service\\nlimited liability company must be licensed pursuant to article 163 of\\nthe education law to practice psychoanalysis in this state. With respect\\nto a foreign professional service limited liability company which\\nprovides applied behavior analysis services as such services are defined\\nin article 167 of the education law, each member of such foreign\\nprofessional service limited liability company must be licensed or\\ncertified pursuant to article 167 of the education law to practice\\napplied behavior analysis in this state.\\n (b) \"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 licensed under title eight of the\\neducation law, and the appropriate appellate division of the supreme\\ncourt in the case of the profession of law.\\n (c) \"Profession\" includes any practice as an attorney and\\ncounselor-at-law, or as a licensed physician, and those professions\\ndesignated in title eight of the education law.\\n (d) \"Professional\" means an individual duly authorized to practice a\\nprofession, a professional service corporation, a professional service\\nlimited liability company, a foreign professional service limited\\nliability company, a registered limited liability partnership, a foreign\\nlimited liability partnership, a foreign professional service\\ncorporation or a professional partnership.\\n (e) \"Professional service\" means any type of service to the public\\nthat may be lawfully rendered by a member of a profession within the\\npurview of his or her profession.\\n (f) \"Professional partnership\" means (1) a partnership without limited\\npartners each of whose partners is a professional authorized by law to\\nrender a professional service within this state, (2) a partnership\\nwithout limited partners each of whose partners is a professional, at\\nleast one of whom is authorized by law to render a professional service\\nwithin this state or (3) a partnership without limited partners\\nauthorized by, or holding a license, certificate, registration or permit\\nissued by the licensing authority pursuant to the education law to\\nrender a professional service within this state; except that all\\npartners of a professional partnership that provides medical services in\\nthis state must be licensed pursuant to article 131 of the education law\\nto practice medicine in this state and all partners of a professional\\npartnership that provides dental services in this state must be licensed\\npursuant to article 133 of the education law to practice dentistry in\\nthis state; except that all partners of a professional partnership that\\nprovides veterinary services in this state must be licensed pursuant to\\narticle 135 of the education law to practice veterinary medicine in this\\nstate; and further except that all partners of a professional\\npartnership that provides professional engineering, land surveying,\\narchitectural, and/or landscape architectural services in this state\\nmust be licensed pursuant to article 145, article 147 and/or article 148\\nof the education law to practice one or more of such professions.\\n (g) \"Professional service corporation\" means (i) a corporation\\norganized under article fifteen of the business corporation law and (ii)\\nany other corporation organized under the business corporation law or\\nany predecessor statute, which is authorized by, or holds a license,\\ncertificate, registration or permit issued by, the licensing authority\\npursuant to the education law to render professional services within\\nthis state.\\n (h) \"Professional service limited liability company\" means a limited\\nliability company organized under article twelve of this chapter.\\n (i) \"Foreign professional service corporation\" has the meaning given\\nto it in paragraph (d) of section fifteen hundred twenty-five of the\\nbusiness corporation law.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1302", "title" : "Rendering of professional service", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2014-11-28", "2016-11-25" ], "docLevelId" : "1302", "activeDate" : "2014-09-22", "sequenceNo" : 120, "repealedDate" : null, "fromSection" : "1302", "toSection" : "1302", "text" : " § 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 final plan and report made or issued by a foreign\\nprofessional service limited liability company practicing professional\\nengineering, architecture, landscape architecture or land surveying\\nshall bear the name and seal of one or more professional engineers,\\narchitects, landscape architects, or land surveyors, respectively, who\\nare in responsible charge of such plan or report.\\n (c) Each report, diagnosis, prognosis and prescription made or issued\\nby a foreign professional service limited liability company practicing\\nmedicine, dentistry, podiatry, optometry, ophthalmic dispensing,\\nveterinary medicine, pharmacy, nursing, psychology, physical therapy or\\nchiropractic shall bear the signature of one or more physicians,\\ndentists, podiatrists, optometrists, ophthalmic dispensers,\\nveterinarians, pharmacists, nurses, licensed psychologists, physical\\ntherapists or chiropractors, respectively, who are in responsible charge\\nof such report, diagnosis, prognosis or prescription.\\n (d) Each record, transcript, report and hearing report prepared by a\\nforeign professional service limited liability company practicing\\ncertified shorthand reporting shall bear the signature of one or more\\ncertified shorthand reporters who are in responsible charge of such\\nrecord, transcript, report or hearing report.\\n (e) Each report and statement prepared by a foreign professional\\nservice limited liability company practicing public accounting or\\ncertified public accounting shall bear the signature of one or more\\npublic accountants or certified public accountants, respectively, who\\nare in responsible charge of such report or statement.\\n (f) Each opinion prepared by a foreign professional service limited\\nliability company practicing law shall bear the signature of one or more\\nattorneys and counselors-at-law who are in responsible charge of such\\nopinion.\\n (g) In addition to the requirements in subdivisions (b) through (f) of\\nthis section, each document prepared by a foreign professional service\\nlimited liability company that under the rules, regulations, laws or\\ncustoms of the applicable profession is required to bear the signature\\nof an individual in responsible charge of such document, shall be signed\\nby one or more such individuals licensed to practice in this state.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1303", "title" : "Professional relationships and liabilities", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1303", "activeDate" : "2014-09-22", "sequenceNo" : 121, "repealedDate" : null, "fromSection" : "1303", "toSection" : "1303", "text" : " § 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 fully\\nliable and accountable for any negligent or wrongful act or misconduct\\ncommitted by him or her or by any person under his or her direct\\nsupervision and control while rendering such professional services in\\nthis state and shall bear professional responsibility for compliance by\\nsuch limited liability company with all laws, rules and regulations\\ngoverning the practice of a profession in this state.\\n (b) Each shareholder, director, officer, employee, member, manager,\\npartner or agent of a professional service corporation, foreign\\nprofessional service corporation, professional service limited liability\\ncompany, foreign professional service limited liability company,\\nregistered limited liability partnership, foreign limited liability\\npartnership or professional partnership that is a member, manager,\\nemployee or agent of a foreign professional service limited liability\\ncompany who performs professional services in this state on behalf of\\nsuch foreign professional service limited liability company shall be\\npersonally and fully liable and accountable for any negligent or\\nwrongful act or misconduct committed by him or her or by any person\\nunder his or her direct supervision and control while rendering\\nprofessional services in this state in his or her capacity as a member,\\nmanager, employee or agent of such foreign professional service limited\\nliability company and shall bear professional responsibility for\\ncompliance by such limited liability company with all laws, rules and\\nregulations governing the practice of the profession in this state.\\n (c) The relationship of a professional to a foreign professional\\nservice limited liability company with which such professional is\\nassociated, whether as a member, manager, employee or agent, shall not\\nmodify or diminish the jurisdiction over such professional of the\\nlicensing authority and in the case of an attorney and counselor-at-law\\nor a professional service corporation, foreign professional service\\ncorporation, professional service limited liability company, foreign\\nprofessional service limited liability company, registered limited\\nliability partnership, foreign limited liability partnership or\\nprofessional partnership, engaged in the practice of law, the courts of\\nthis state.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1304", "title" : "Foreign professional service limited liability company", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1304", "activeDate" : "2014-09-22", "sequenceNo" : 122, "repealedDate" : null, "fromSection" : "1304", "toSection" : "1304", "text" : " § 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 professional\\nservices or the carrying on, or conducting or transacting of any other\\nbusiness or activities for which it is formed and is authorized to do\\nbusiness in this state; provided that such limited liability company may\\ninvest its funds in real estate, mortgages, stocks, bonds or any other\\ntype of investments; provided, further, that a foreign professional\\nservice limited liability company (i) authorized to practice law may\\nonly engage in another profession or other business or activities in\\nthis state or (ii) which is engaged in a profession or other business or\\nactivities other than law, may only engage in the practice of law in\\nthis state, to the extent not prohibited by any other law of this state\\nor any rule adopted by the appropriate appellate division of the supreme\\ncourt or the court of appeals.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1305", "title" : "Limited liability company act applicable", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1305", "activeDate" : "2014-09-22", "sequenceNo" : 123, "repealedDate" : null, "fromSection" : "1305", "toSection" : "1305", "text" : " § 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\\nthereof are not in conflict with the provisions of this article. A\\nforeign professional service limited liability company may practice in\\nthis state or may consolidate or merge with another limited liability\\ncompany or other business entity, only if all of the professions\\npracticed by such limited liability company or other business entity\\ncould be practiced by a single professional service limited liability\\ncompany organized in this state; and, further, only if such foreign\\nprofessional service limited liability company is domiciled in a state\\nthe laws of which, at the time of application by such limited liability\\ncompany under section thirteen hundred six of this article, contain a\\nreciprocal provision under which professional service limited liability\\ncompanies domiciled in this state may similarly apply for the privilege\\nof doing business in any such state or territory.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1306", "title" : "Filing requirements", "docType" : "SECTION", "publishedDates" : [ "2014-09-22", "2021-04-23", "2023-01-06" ], "docLevelId" : "1306", "activeDate" : "2014-09-22", "sequenceNo" : 124, "repealedDate" : null, "fromSection" : "1306", "toSection" : "1306", "text" : " § 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 the\\nLimited Liability Company Law,\" shall be signed by an authorized person\\nfor the limited liability company and delivered to the department of\\nstate. It shall set forth:\\n (1) the name of the foreign professional service limited liability\\ncompany. If the name does not end with the words \"Professional Limited\\nLiability Company\" or \"Limited Liability Company\" or the abbreviation\\n\"P.L.L.C.\", \"PLLC\", \"L.L.C.\" or \"LLC\", it shall in addition to the\\nforegoing set forth the name to be used in this state, ending with the\\nwords \"Professional Limited Liability Company\" or \"Limited Liability\\nCompany\" or the abbreviation \"P.L.L.C.\", \"PLLC\", \"L.L.C.\" or \"LLC\";\\n (2) the jurisdiction and date of its formation;\\n (3) a statement of the profession or professions to be practiced in\\nthis state and a statement that the foreign professional service limited\\nliability company is authorized to practice such profession or\\nprofessions in the jurisdiction of its formation;\\n (4) the name, address and, where applicable, license number of each\\nprofessional within the foreign professional service limited liability\\ncompany who is licensed to practice the profession or professions in\\nthis state;\\n (5) the city, incorporated village or town and the county within this\\nstate in which its office is to be located;\\n (6) a designation of the secretary of state as its agent upon whom\\nprocess against it may be served and the post office address within or\\nwithout this state to which the secretary of state shall mail a copy of\\nany process against it served upon him or her; and\\n (7) if it is to have a registered agent, his or her name and address\\nwithin this state and a statement that the registered agent is to be its\\nagent upon whom process against it may be served.\\n (b) Attached to the application for authority shall be:\\n (1) a certificate by an authorized officer of the jurisdiction of its\\nformation that the foreign professional service limited liability\\ncompany is an existing limited liability company;\\n (2) a certificate or certificates issued by the licensing authority\\nthat each professional within such limited liability company who is an\\nindividual and intending to practice the profession or professions in\\nthis state is licensed to practice said profession or professions in\\nthis state and for each such professional that is a professional service\\ncorporation, foreign professional service corporation, professional\\nservice limited liability company, foreign professional service limited\\nliability company, registered limited liability partnership, foreign\\nlimited liability partnership or professional partnership, (A) such\\ncertificate or certificates issued by the licensing authority shall\\ncertify either (i) that each such professional service corporation,\\nforeign professional service corporation, professional service limited\\nliability company, foreign professional service limited liability\\ncompany, registered limited liability partnership, foreign limited\\nliability partnership or professional partnership intending to practice\\na profession in the state is authorized by law to practice in the state\\nthe profession that such foreign limited liability company intends to\\npractice in the state and, if applicable, that each shareholder, member\\nor partner of such proposed member or manager is authorized by law to\\nrender the professional service that such foreign limited liability\\ncompany intends to practice in this state or (ii) that one or more of\\nsuch professional service corporation, foreign professional service\\ncorporation, professional service limited liability company, foreign\\nprofessional service limited liability company, registered limited\\nliability partnership, foreign limited liability partnership or\\nprofessional partnership, intending to practice a profession in this\\nstate is authorized by law to practice in this state the profession that\\nsuch foreign limited liability company intends to practice and that one\\nor more of the shareholders, members or partners of such proposed\\nmembers or managers are authorized to practice within this state each\\nprofession that such foreign limited liability company will be\\nauthorized to practice within this state and (B) there shall be attached\\nto the application for authority a certificate by an authorized officer\\nof the jurisdiction of its formation that the professional service\\ncorporation, foreign professional service corporation, professional\\nservice limited liability company, foreign professional service limited\\nliability company, registered limited liability partnership or foreign\\nlimited liability partnership is validly existing and, in the case of a\\nforeign professional service corporation, foreign professional service\\nlimited liability company or foreign limited liability partnership, a\\ncertificate from the secretary of state that such foreign professional\\nservice corporation, foreign professional service limited liability\\ncompany or foreign limited liability partnership is authorized to do\\nbusiness under article fifteen-A of the business corporation law, this\\narticle or article eight-B of the partnership law, as the case may be.\\nIn order to obtain said certificate or certificates, a copy of the\\narticles of organization shall be furnished to the licensing authority;\\nand\\n (3) a certificate or certificates, issued by the licensing authority\\nin the case of a foreign professional service limited liability company\\nproviding health services, stating that each member or manager of the\\nforeign professional service limited liability company is licensed to\\npractice said profession in this state.\\n (c) The fee for filing the application for authority shall be two\\nhundred dollars, payable to the department of state, and the fee for a\\ncertificate of authority issued by the state education department shall\\nbe fifty dollars.\\n (d) (i) Within one hundred twenty days after the filing of the\\napplication for authority with the department of state, a copy of the\\nsame or a notice containing the substance thereof shall be published\\nonce in each week for six successive weeks, in two newspapers of the\\ncounty within this state in which the office of the foreign professional\\nservice limited liability company is located, one newspaper to be\\nprinted weekly and one newspaper to be printed daily, to be designated\\nby the county clerk. When such county is located within a city with a\\npopulation of one million or more, such designation shall be as though\\nthe copy or notice were a notice or advertisement of judicial\\nproceedings. Proof of the publication required by this paragraph,\\nconsisting of the certificate of publication of the foreign professional\\nservice limited liability company with the affidavits of publication of\\nsuch newspapers annexed thereto, must be filed with the department of\\nstate. Notwithstanding any other provision of law, if the office of the\\nforeign professional service limited liability company is located in a\\ncounty wherein a weekly or daily newspaper of the county, or both, has\\nnot been so designated by the county clerk, then the publication herein\\nrequired shall be made in a weekly or daily newspaper of any county, or\\nboth, as the case may be, which is contiguous to, such county, provided\\nthat any such newspaper meets all the other requirements of this\\nparagraph. A copy or notice published in a newspaper other than the\\nnewspaper or newspapers designated by the county clerk shall not be\\ndeemed to be one of the publications required by this paragraph. The\\nnotice shall include: (1) the name of the foreign professional service\\nlimited liability company; (2) the date of filing of the application for\\nauthority with the department of state; (3) the jurisdiction and date of\\nits organization; (4) the county within this state, in which the office\\nof the foreign professional service limited liability company is\\nlocated; (4-a) the street address of the principal business location, if\\nany; (5) a statement that the secretary of state has been designated as\\nagent of the foreign professional service limited liability company upon\\nwhom process against it may be served and the post office address within\\nor without this state to which the secretary of state shall mail a copy\\nof any process against it served upon him or her; (6) if the foreign\\nprofessional service limited liability company is to have a registered\\nagent, his or her name and address within this state and a statement\\nthat the registered agent is to be the agent of the foreign professional\\nservice limited liability company upon whom process against it may be\\nserved; (7) the address of the office required to be maintained in the\\njurisdiction of its organization by the laws of that jurisdiction or, if\\nnot so required, of the principal office of the foreign professional\\nservice limited liability company; (8) the name and address of the\\nauthorized officer in its jurisdiction of organization where a copy of\\nits certificate of organization is filed or, if no public filing of its\\ncertificate of organization is required by the law of its jurisdiction\\nof organization, a statement that the foreign professional service\\nlimited liability company shall provide, on request, a copy thereof with\\nall amendments thereto (if such documents are in a foreign language, a\\ntranslation thereof under oath of the translator shall be attached\\nthereto), and the name and post office address of the person responsible\\nfor providing such copies; and (9) the character or purpose of the\\nbusiness of such foreign professional service limited liability company.\\nWhere, at any time after completion of the first of the six weekly\\npublications required by this paragraph and prior to the completion of\\nthe sixth such weekly publication, there is a change in any of the\\ninformation contained in the copy or notice as published, the foreign\\nprofessional service limited liability company may complete the\\nremaining publications of the original copy or notice, and the foreign\\nprofessional service limited liability company shall not be required to\\npublish any further or amended copy or notice. Where, at any time after\\ncompletion of the six weekly publications required by this paragraph,\\nthere is a change to any of the information contained in the copy or\\nnotice as published, no further or amended publication or republication\\nshall be required to be made. If within one hundred twenty days after\\nthe filing of its application for authority with the department of\\nstate, proof of such publication, consisting of the certificate of\\npublication of the foreign professional service limited liability\\ncompany with the affidavits of publication of the newspapers annexed\\nthereto has not been filed with the department of state, the authority\\nof such foreign professional service limited liability company to carry\\non, conduct or transact any business in this state shall be suspended,\\neffective as of the expiration of such one hundred twenty day period.\\nThe failure of a foreign professional service limited liability company\\nto cause such copy or notice to be published and such certificate of\\npublication and affidavits of publication to be filed with the\\ndepartment of state within such one hundred twenty day period or the\\nsuspension of such foreign professional service limited liability\\ncompany's authority to carry on, conduct or transact business in this\\nstate pursuant to this paragraph shall not limit or impair the validity\\nof any contract or act of such foreign professional service limited\\nliability company, or any right or remedy of any other party under or by\\nvirtue of any contract, act or omission of such foreign professional\\nservice limited liability company, or the right of any other party to\\nmaintain any action or special proceeding on any such contract, act or\\nomission, or right of such foreign professional service limited\\nliability company to defend any action or special proceeding in this\\nstate, or result in any member, manager or agent of such foreign\\nprofessional service limited liability company becoming liable for the\\ncontractual obligations or other liabilities of the foreign professional\\nservice limited liability company. If, at any time following the\\nsuspension of a foreign professional service limited liability company's\\nauthority to carry on, conduct or transact business in this state\\npursuant to this paragraph, such foreign professional service limited\\nliability company shall cause proof of publication in substantial\\ncompliance with the provisions (other than the one hundred twenty day\\nperiod) of this paragraph, consisting of the certificate of publication\\nof the foreign professional service limited liability company with the\\naffidavits of publication of the newspapers annexed thereto, to be filed\\nwith the department of state, such suspension of such foreign\\nprofessional service limited liability company's authority to carry on,\\nconduct or transact business shall be annulled.\\n (ii)(1) A foreign professional service limited liability company which\\nwas formed and filed its application for authority with the department\\nof state prior to the effective date of this paragraph and complied with\\nthe publication and filing requirements of this subdivision as in effect\\nprior to such effective date shall not be required to make any\\npublication or republication or any filing under paragraph (i) of this\\nsubdivision, and shall not be subject to suspension pursuant to this\\nsubdivision.\\n (2) Within twelve months after the effective date of this paragraph, a\\nforeign professional service limited liability company which was formed\\nand filed its application for authority with the department of state\\nprior to such effective date and which did not comply with the\\npublication and filing requirements of this subdivision as in effect\\nprior to such effective date shall publish a copy of its application for\\nauthority or a notice containing the substance thereof in the manner\\nrequired (other than the one hundred twenty day period) by this\\nsubdivision as in effect prior to such effective date and file proof of\\nsuch publication, consisting of the certificate of publication of the\\nforeign professional service limited liability company with the\\naffidavits of publication of the newspapers annexed thereto, with the\\ndepartment of state.\\n (3) If a foreign professional service limited liability company that\\nis subject to the provisions of subparagraph two of this paragraph fails\\nto file the required proof of publication with the department of state\\nwithin twelve months after the effective date of this paragraph, its\\nauthority to carry on, conduct or transact any business in this state\\nshall be suspended, effective as of the expiration of such twelve month\\nperiod.\\n (4) The failure of a foreign professional service limited liability\\ncompany that is subject to the provisions of subparagraph two of this\\nparagraph to fully comply with the provisions of said subparagraph two\\nof this paragraph or the suspension of such foreign professional service\\nlimited liability company's authority to carry on, conduct or transact\\nany business in this state pursuant to subparagraph three of this\\nparagraph shall not impair or limit the validity of any contract or act\\nof such foreign professional service limited liability company, or any\\nright or remedy of any other party under or by virtue of any contract,\\nact or omission of such foreign professional service limited liability\\ncompany, or the right of any other party to maintain any action or\\nspecial proceeding on any such contract, act or omission, or right of\\nsuch foreign professional service limited liability company to defend\\nany action or special proceeding in this state, or result in any member,\\nmanager or agent of such foreign professional service limited liability\\ncompany becoming liable for the contractual obligations or other\\nliabilities of the foreign professional service limited liability\\ncompany.\\n (5) If, at any time following the suspension of a foreign professional\\nservice limited liability company's authority to carry on, conduct or\\ntransact business in this state, pursuant to subparagraph three of this\\nparagraph, such foreign professional service limited liability company\\nshall cause proof of publication in substantial compliance with the\\nprovisions (other than the one hundred twenty day period) of paragraph\\n(i) of this subdivision, consisting of the certificate of publication of\\nthe foreign professional service limited liability company with the\\naffidavits of publication of the newspapers annexed thereto, to be filed\\nwith the department of state, such suspension of such foreign\\nprofessional service limited liability company's authority to carry on,\\nconduct or transact business shall be annulled.\\n (6) For the purposes of this paragraph, a foreign professional service\\nlimited liability company which was formed and filed its application for\\nauthority with the department of state prior to the effective date of\\nthis paragraph shall be deemed to have complied with the publication and\\nfiling requirements of this subdivision as in effect prior to such\\neffective date if (i) the foreign professional service limited liability\\ncompany was formed and filed its application for authority with the\\ndepartment of state on or after January first, nineteen hundred\\nninety-nine and prior to such effective date and the foreign\\nprofessional service limited liability company filed at least one\\naffidavit of the printer or publisher of a newspaper with the department\\nof state at any time prior to such effective date, or (ii) the foreign\\nprofessional service limited liability company was formed and filed its\\napplication for authority with the department of state prior to January\\nfirst, nineteen hundred ninety-nine, without regard to whether the\\nforeign professional service limited liability company did or did not\\nfile any affidavit of the printer or publisher of a newspaper with the\\nsecretary of state.\\n (iii) The information in a notice published pursuant to this\\nsubdivision shall be presumed to be in compliance with and satisfaction\\nof the requirements of this subdivision.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1307", "title" : "(Reserved)", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1307", "activeDate" : "2014-09-22", "sequenceNo" : 125, "repealedDate" : null, "fromSection" : "1307", "toSection" : "1307", "text" : " § 1307. (Reserved)\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1308", "title" : "Regulation of professions", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1308", "activeDate" : "2014-09-22", "sequenceNo" : 126, "repealedDate" : null, "fromSection" : "1308", "toSection" : "1308", "text" : " § 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 except\\nto the extent in conflict herewith.\\n (b) A foreign professional service limited liability company, other\\nthan a foreign professional service limited liability company authorized\\nto practice law, shall be under the supervision of the regents of the\\nuniversity of the state of New York and be subject to disciplinary\\nproceedings and penalties, and its authority to do business shall be\\nsubject to suspension, revocation or annulment for cause, in the same\\nmanner and to the same extent as is provided with respect to individuals\\nand their licenses, certificates and registrations in title eight of the\\neducation law relating to the applicable profession. Notwithstanding\\nthe provisions of this subdivision, a foreign professional service\\nlimited liability company authorized to practice medicine shall be\\nsubject to the pre-hearing procedures and hearing procedures as are\\nprovided with respect to individual physicians and their licenses in\\nTitle II-A of article two of the public health law.\\n (c) A foreign professional service limited liability company\\nauthorized to practice law shall be subject to the regulation and\\ncontrol of, and its authority to do business shall be subject to\\nsuspension, revocation or annulment for cause by, the appellate division\\nof the supreme court and the court of appeals in the same manner and to\\nthe same extent provided in the judiciary law with respect to individual\\nattorneys and counselors-at-law. Such limited liability company need not\\nqualify for any certification under section four hundred sixty-four of\\nthe judiciary law, take an oath of office under section four hundred\\nsixty-six of the judiciary law or register under section four hundred\\nsixty-seven of the judiciary law.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1309", "title" : "Licensing of individuals", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1309", "activeDate" : "2014-09-22", "sequenceNo" : 127, "repealedDate" : null, "fromSection" : "1309", "toSection" : "1309", "text" : " § 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\\nstate.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false } ], "size" : 9 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "A14", "title" : "Savings Clauses; Effective Dates", "docType" : "ARTICLE", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "14", "activeDate" : "2014-09-22", "sequenceNo" : 128, "repealedDate" : null, "fromSection" : "1401", "toSection" : "1403", "text" : " ARTICLE XIV\\n SAVINGS CLAUSES; EFFECTIVE DATES\\nSection 1401. Severability.\\n 1402. Statutory construction; references.\\n 1403. Effective date.\\n", "documents" : { "items" : [ { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1401", "title" : "Severability", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1401", "activeDate" : "2014-09-22", "sequenceNo" : 129, "repealedDate" : null, "fromSection" : "1401", "toSection" : "1401", "text" : " § 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 application, and to\\nthis end the provisions of this chapter are declared severable.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1402", "title" : "Statutory construction; references", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1402", "activeDate" : "2014-09-22", "sequenceNo" : 130, "repealedDate" : null, "fromSection" : "1402", "toSection" : "1402", "text" : " § 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\\nthe subdivision so lettered or numbered in such section.\\n (b) Headings to sections are supplied in this chapter for the purpose\\nof convenient reference and do not constitute part of the law.\\n (c) As used in this chapter all pronouns and any variations thereof\\nrefer to the masculine, feminine or neuter, singular or plural, as the\\ncontext may require.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false }, { "lawId" : "LLC", "lawName" : "Limited Liability Company Law", "locationId" : "1403", "title" : "Effective date", "docType" : "SECTION", "publishedDates" : [ "2014-09-22" ], "docLevelId" : "1403", "activeDate" : "2014-09-22", "sequenceNo" : 131, "repealedDate" : null, "fromSection" : "1403", "toSection" : "1403", "text" : " § 1403. Effective date. This chapter shall take effect on the\\nninetieth day after it shall have become a law.\\n", "documents" : { "items" : [ ], "size" : 0 }, "repealed" : false } ], "size" : 3 }, "repealed" : false } ], "size" : 13 }, "repealed" : false } } }