The New York State Senate

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. (§§ 601-611)

VII. Dissolution. (§§ 701-705)

VIII. Foreign limited liability companies. (§§ 801-809)

X. Mergers. (§§ 1001-1007)

XI. Miscellaneous. (§§ 1101-1104)

XII. Professional service limited liability companies.

(§§ 1201-1216)

XIII. Foreign professional service limited liability companies.

(§§ 1301-1309)

XIV. Savings clauses; effective dates. (§§ 1401-1403)

ARTICLE I

SHORT TITLE AND DEFINITIONS
Section 101. Short title.

102. Definitions.

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. Liability for false statement in articles or

certificates.

211. Amendment of articles of organization.

211-A. Certificate of change.

212. Certificate of correction.

213. Authorization of amendment of articles of organization.

214. Restated articles of organization.

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.

302. Registered agent for service of process.

303. Service of process on limited liability companies.

304. Service of process on unauthorized foreign limited

liability companies.

305. Records of process served on the secretary of state.

ARTICLE IV

MANAGEMENT BY MEMBERS OR MANAGERS
Section 401. Management of the limited liability company by members.

402. Voting rights of members.

403. Meetings of members.

404. Quorum of members.

405. Notice of meetings of members.

406. Waiver of notice.

407. Action by members without a meeting.

408. Management by managers.

409. Duties of managers.

410. Qualification of managers.

411. Interested managers.

412. Agency of members or managers.

413. Election and term of managers.

414. Removal or replacement of managers.

415. Resignation of managers.

416. Vacancies.

417. Operating agreement.

418. Classes and voting of members.

419. Classes and voting of managers.

420. Indemnification.

ARTICLE V

CONTRIBUTIONS AND DISTRIBUTIONS
Section 501. Form of capital contributions.

502. Liability for contributions.

503. Sharing of profits and losses.

504. Sharing of distributions.

505. Distributions in kind.

506. Right to distribution.

507. Interim distributions.

508. Limitations on distributions.

509. Distribution upon withdrawal.

ARTICLE VI

MEMBERS AND MEMBERSHIP
Section 601. Nature of membership interest.

602. Admission of members.

603. Assignment of membership interest.

604. Rights of assignee to become a member.

605. Liability upon assignment.

606. Withdrawal of a member.

607. Rights of creditors of members.

608. Powers of estate of a deceased or incompetent member.

609. Liability of members, managers and agents.

610. Parties to actions.

611. Business transactions of a member with the limited

liability company.

ARTICLE VII

DISSOLUTION
Section 701. Dissolution.

702. Judicial dissolution.

703. Winding up.

704. Distribution of assets.

705. Articles of dissolution.

ARTICLE VIII

FOREIGN LIMITED LIABILITY COMPANIES
Section 801. Governing law.

802. Application for authority.

803. Activities not constituting doing business.

804. Amendments to application for authority.

804-A. Certificate of change.

805. Issuance of certificate of authority; effect.

806. Surrender of certificate of authority.

807. Termination of existence.

808. Doing business without certificate of authority.

809. Action by attorney general.

ARTICLE X

MERGERS
Section 1001. Merger or consolidation.

1002. Procedures for merger or consolidation.

1003. Certificate of merger or consolidation; contents.

1004. Effect of merger or consolidation.

1005. Payment of interest of dissenting members.

1006. Conversion of partnership or limited partnership to

limited liability company.

1007. Effect of conversion.

ARTICLE XI

MISCELLANEOUS
Section 1101. Fees.

1102. Records.

1103. Transactions of business outside the state.

1104. Limited liability companies prohibited from interposing

defense of usury.

ARTICLE XII

PROFESSIONAL SERVICE LIMITED LIABILITY COMPANIES
Section 1201. Definitions.

1202. Limited liability companies organized under other

provisions of law.

1203. Formation.

1204. Rendering of professional service.

1205. Professional relationships and liabilities.

1206. Purposes of formation.

1207. Membership of professional service limited liability

companies.

1208. (Reserved)

1209. Disqualification of members, managers and employees.

1210. Death, disqualification or dissolution of members.

1211. Transfer of a membership interest.

1212. Limited liability company name.

1213. Limited liability company act applicable.

1214. (Reserved)

1215. Regulation of professions.

1216. Mergers and consolidations.

ARTICLE XIII

FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY COMPANIES
Section 1301. Definitions.

1302. Rendering of professional service.

1303. Professional relationships and liabilities.

1304. Foreign professional service limited liability company.

1305. Limited liability company act applicable.

1306. Filing requirements.

1307. (Reserved)

1308. Regulation of professions.

1309. Licensing of individuals.

ARTICLE XIV

SAVINGS CLAUSES; EFFECTIVE DATES
Section 1401. Severability.

1402. Statutory construction; references.

1403. Effective date.