Practical Skills: Limited Liability Companies (NY)
- Publisher:
- New York State Bar Association
- Publication date:
- 2021-04-30
- ISBN:
- 978-1-57969-132-5
Index
- I. Introduction
- 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
- 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
- lV. Formation
- A. Name of Llc
- B. Contents of Articles of Organization
- V. Management of the Llc
- A. Duties of Managers Or Members
- B. Election, Term and Number of Managers
- VI. Voting By Members
- VII. Meetings of Members
- VIII. Capital Contributions and Finance
- 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
- X. The Operating Agreement
- XI. Dissolution
- A. Grounds For Dissolution
- B. Winding Up
- C. Articles of Dissolution
- D. Post-Dissolution Liability of Members
- 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
- 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
- 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
- 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
- Appendices
- Llc Operating Agreement
- Miscellaneous Forms
- Professional Service Limited Liability Companies
- Tax Considerations
- Limited Liability Companies—Index of Forms