New York · statute · N.Y. Limited Liability Company Law Law · 138 active provisions
CHAPTER 34 OF THE CONSOLIDATED LAWS LIMITED LIABILITY COMPANY LAW Article I. Short title and definitions. (§§ 101-102) II. Formation. (§§ 201-214) III. Service of process. (§§ 301-305) IV. Management by members or managers. (§§ 401-420) V. Contributions and distributions. (§§ 501-509) VI Members and membership. (§§ 601…
ARTICLE I SHORT TITLE AND DEFINITIONS Section 101. Short title. 102. Definitions.
§ 101. Short title. This chapter shall be known as the "New York Limited Liability Company Law."
§ 102. Definitions. (a) "Articles of organization" means the articles of organization filed with the department of state for the purpose of forming a limited liability company pursuant to section two hundred three of this chapter, as amended or restated pursuant to section two hundred eleven or section two hundred four…
ARTICLE II FORMATION Section 201. Purpose. 202. Powers. 203. Formation. 204. Limited liability company name. 205. Reservation of name. 206. Affidavits of publication. 207. Execution of articles or certificates. 208. Execution, amendment or cancellation by judicial act. 209. Filing with the department of state. 210. Lia…
§ 201. Purpose. A limited liability company may be formed under this chapter for any lawful business purpose or purposes except to do in this state any business for which another statute specifically requires some other business entity or natural person to be formed or used for such business.
§ 202. Powers. Unless the articles of organization provide otherwise and subject to any limitations provided in this chapter or any other law of this state, a limited liability company may: (a) sue or be sued, or institute, participate in or defend any action or proceeding, whether judicial, arbitrative, administrative…
§ 203. Formation. (a) One or more persons may act as an organizer or organizers to form a limited liability company by (i) preparing the articles of organization of such limited liability company in accordance with subdivision (e) of this section, (ii) executing such articles of organization in accordance with section…
§ 204. Limited liability company name. The name of each limited liability company as set forth in its articles of organization: (a) shall contain without abbreviation the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC"; (b) (1) shall be such as to distinguish it from the name of (i) any domestic…
§ 205. Reservation of name. (a) Subject to section two hundred four of this article, the exclusive right to the use of a name may be reserved by: (1) any person intending to form or cause the formation of a domestic limited liability company under this chapter; (2) any domestic limited liability company or any authoriz…
§ 206. Affidavits of publication. (a) Within one hundred twenty days after the effectiveness of the initial articles of organization as determined pursuant to subdivision (d) of section two hundred three of this article, a copy of the same or a notice containing the substance thereof shall be published once in each wee…
§ 207. Execution of articles or certificates. (a) Each article or certificate required by this chapter to be filed with the department of state shall be executed in the following manner: (1) the initial articles of organization must be signed by an organizer or organizers of the limited liability company; (2) a certifi…
§ 208. Execution, amendment or cancellation by judicial act. If a person required by section two hundred seven of this article to execute articles or a certificate fails or refuses to do so, any member or any permitted assignee of a membership interest who is adversely affected by such failure or refusal may petition t…
§ 209. Filing with the department of state. A signed articles of organization and any signed certificate of amendment or other certificates filed pursuant to this chapter or of any judicial decree of amendment or cancellation shall be delivered to the department of state. If the instrument that is delivered to the depa…
§ 210. Liability for false statement in articles or certificates. (a) If any articles of organization, certificate of amendment or other certificate filed pursuant to this chapter contains a materially false statement, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from: (…
§ 211. Amendment of articles of organization. (a) A limited liability company may amend its articles of organization, from time to time, in any and as many respects as may be desired by (i) preparing a certificate of amendment, entitled "Certificate of amendment of the articles of organization of... (name of limited li…
§ 211-A. Certificate of change. (a) A limited liability company may amend its articles of organization from time to time to (i) specify or change the location of the limited liability company's office; (ii) specify or change the post office address to which the secretary of state shall mail a copy of any process agains…
§ 212. Certificate of correction. The articles of organization, any certificate or any other instrument relating to a domestic or foreign limited liability company filed with the department of state under this chapter may be corrected with respect to any informality or error apparent on the face, incorrect statement or…
§ 213. Authorization of amendment of articles of organization. (a) Except as provided in the operating agreement, an amendment of the articles of organization shall be authorized by at least a majority in interest of the members entitled to vote thereon. (b) Notwithstanding subdivision (a) of this section, unless the o…
§ 214. Restated articles of organization. (a) A limited liability company may at any time, and from time to time, restate in a single instrument entitled "Restated Articles of Organization of ....(name of limited liability company) under section two hundred fourteen of the Limited Liability Company Law", the text of it…
* § 215. Beneficial ownership disclosure. (a) When filing the articles of organization pursuant to section two hundred three of this article or filing an amendment of the articles of organization pursuant to section two hundred eleven of this article, the reporting company shall file with the department of state a bene…
ARTICLE III SERVICE OF PROCESS Section 301. Statutory designation of secretary of state as agent for service of process. 301-A. Resignation for receipt of process. 301-b. Electronic service of process. 302. Registered agent for service of process. 303. Service of process on limited liability companies. 304. Service of…
§ 301. Statutory designation of secretary of state as agent for service of process. (a) The secretary of state shall be the agent of every domestic limited liability company that has filed with the department of state articles of organization making such designation and every foreign limited liability company upon whic…
301-A. Resignation for receipt of process. (a) The party (or his/her legal representative) whose post office address has been supplied by a domestic limited liability company or foreign limited liability company as its address for process may resign. A certificate entitled "Certificate of Resignation for Receipt of Pro…
§ 301-b. Electronic service of process. The secretary of state shall advise any limited liability company subject to the laws of this chapter in prominent written form as follows: (a) electronic service of process authorized by the provisions of this chapter is an optional program at no additional cost to the user; (b)…