Practical Skills: Limited Liability Companies (NY)

Appendices

• Appendices

I Introduction

• I. Introduction

II Tax Background

• II. Tax Background
• A. Irs Entity Classification Rules
• B. "Bulletproof" and "Flexible" Default Statutes
• C. "Check the Box" Rules

III Differences Between the New York and Delaware Llc Statutes

• III. Differences Between the New York and Delaware Llc Statutes
• A. New York
• B. Delaware
• C. Protection of Dissenters' Rights Upon Merger Or Consolidation
• D. Rights of Members To Amend Voting Provisions
• E. Approval Requirements For Transactions Involving Interested Managers
• G. Limitation of Liability and Indemnification of Managers

IV Formation

• lV. Formation
• A. Name of Llc
• B. Contents of Articles of Organization

IX Members and Membership Interests

• lX. Members and Membership Interests
• A. Admission To Membership
• B. "Units of Membership Interest"
• C. "Profits Interests"
• D. Assignment of Membership Interests
• E. Liabilities of An Assignee
• F. Certificates
• G. Withdrawal of A Member
• H. Business Transactions Between the Llc and Its Members

LLC Operating Agreement

• Llc Operating Agreement

Limited Liability Companies—Index of Forms

• Limited Liability Companies—Index of Forms

Miscellaneous Forms

• Miscellaneous Forms

Professional Service Limited Liability Companies

• Professional Service Limited Liability Companies

Tax Considerations

• Tax Considerations

V Management of the Llc

• V. Management of the Llc
• A. Duties of Managers Or Members
• B. Election, Term and Number of Managers

VI Voting By Members

• VI. Voting By Members

VII Meetings of Members

• VII. Meetings of Members

VIII Capital Contributions and Finance

• VIII. Capital Contributions and Finance

X The Operating Agreement

• X. The Operating Agreement

XI Dissolution

• XI. Dissolution
• A. Grounds For Dissolution
• B. Winding Up
• C. Articles of Dissolution
• D. Post-Dissolution Liability of Members

XII Merger and Consolidation

• XII. Merger and Consolidation
• A. Dissenters' Rights
• B. Contents of Certificate of Merger Or Consolidation
• C. Effect of Merger Or Consolidation
• D. Conversions of A General Partnership To An Llc

XIII Foreign Limited Liability Companies

• XIII. Foreign Limited Liability Companies
• A. Application By A Foreign Llc For Authority To Do Business in New York State
• B. Contents of the Application For Authority
• C. Publication
• D. Amending An Application For Authority To Do Business
• E. Certificate of Change To Application For Authority
• F. Effect of Filing Certificate of Authority
• G. "Doing Business" in New York State
• H. Surrender of Certificate of Authority
• I. Termination and Surrender of Authority To Do Business
• J. Effect of A Foreign Llc Doing Business in New York Without Obtaining A Certificate of Authority
• K. Annulment of Certificate of Authority By the Attorney General

XIV Professional Service Limited Liability Companies

• XIV. Professional Service Limited Liability Companies
• A. Professionals
• B. Articles of Organization
• C. Notice
• D. Names of Pllcs
• E. Filing with Professional Licensing Authority
• F. Rendering of Professional Services
• G. Professional Liability
• H. Death, Disqualification Or Dissolution of Membership
• I. Voting Restrictions
• J. Transfer of Membership Interests
• K. Mergers and Consolidations

XV Foreign Professional Service Limited Liability Companies

• XV. Foreign Professional Service Limited Liability Companies
• B. Rendering of Professional Services
• C. Professional Liability
• D. Application For Authority To Do Business in New York
• E. Publication
• F. Limited Liability Company Act Applicable
• G. Regulation of Professions