NY-LLC Limited Liability Company Law NY

Short title. This chapter shall be known as the "New York

Limited Liability Company Law."

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 fourteen of this chapter.

(a-1) "Affidavit of publication" means the affidavit of the printer or

publisher of a newspaper in which a publication pursuant to sections two

hundred six, eight hundred two, one thousand two hundred three, and one

thousand three hundred six of this chapter has been made. The affidavit

of publication shall be in a form substantially as follows:

"Affidavit of Publication Under Section (specify applicable

section) of the Limited Liability Company Law

State of New York,

County of ________, ss.:

The undersigned is the printer (or publisher) of ______________ (name

of newspaper), a _________ (daily or weekly) newspaper published in

________________, New York. A notice regarding _______________ (name of

limited liability company) was published in said newspaper once in each

week for six successive weeks, commencing on __________ and ending on

________. The text of the notice as published in said newspaper is as

set forth below, or in the annexed exhibit. This newspaper has been

designated by the Clerk of ________ County for this purpose.

____________ (signature)

__________(printed name),

(jurat)"

The text of the notice set forth in or annexed to each affidavit of

publication shall: (i) include only the text of the published notice,

(ii) be free of extraneous marks, and (iii) if submitted in paper form,

be printed on paper of such size, weight and color, and in ink of such

color, and in such font, and be in such other qualities and form not

inconsistent with any other provision of law as, in the judgment of the

secretary of state, will not impair the ability of the department of

state to include a legible and permanent copy thereof in its official

records. Nothing in this subdivision shall be construed as requiring the

department of state to accept for filing a document submitted in

electronic form.

(b) "Authorized foreign limited liability company" means a foreign

limited liability company authorized to do business in this state

pursuant to article eight of this chapter.

(c) "Authorized person" means a person, whether or not a member, who

is authorized by the operating agreement, or otherwise, to act on behalf

of a limited liability company or foreign limited liability company.

(d) "Bankruptcy" means bankruptcy under the United States Bankruptcy

Code, as amended, or insolvency under any state insolvency act.

(e) "Business" means every trade, occupation, profession or commercial

activity.

(e-1) "Certificate of publication" means a certificate presented on

behalf of the applicable limited liability company to the department of

state together with the affidavits of publication pursuant to section

two hundred six, eight hundred two, one thousand two hundred three, or

one thousand three hundred six of this chapter. The certificate of

publication shall be in a form substantially as follows:

"Certificate of Publication of ______ (name of limited liability

company) Under Section ______ (specify applicable section) of the

Limited Liability Company Law

The undersigned is the _________ (title) of ___________ (name of

limited liability company). The published notices described in the

annexed affidavits of publication contain all of the information

required by the above-mentioned section of the Limited Liability Company

Law. The newspapers described in such affidavits of publication satisfy

the requirements set forth in the Limited Liability Company Law and the

designation made by the county clerk. I certify the foregoing statements

to be true under penalties of perjury.

Date

Signature

Printed Name"

(f) "Contribution" means any cash, property, services rendered, or a

promissory note or other binding obligation to contribute cash or

property or to render services that a member contributes to a limited

liability company in his or her capacity as a member.

(g) "Corporation" means a corporation formed under the laws of this

state or a foreign corporation as defined in subdivision (j) of this

section.

(h) "Court" means every court and judge of competent jurisdiction with

respect to a particular matter, action or case.

(i) "Distribution" means the transfer of property by a limited

liability company to one or more of its members in his or her capacity

as a member.

(j) "Foreign corporation" means a corporation formed under the laws of

any jurisdiction, including any foreign country, other than the laws of

this state.

(k) "Foreign limited liability company" means an unincorporated

organization formed under the laws of any jurisdiction, including any

foreign country, other than the laws of this state (i) that is not

authorized to do business in this state under any other law of this

state and (ii) of which some or all of the persons who are entitled (A)

to receive a distribution of the assets thereof upon the dissolution of

the organization or otherwise or (B) to exercise voting rights with

respect to an interest in the organization have, or are entitled or

authorized to have, under the laws of such other jurisdiction, limited

liability for the contractual obligations or other liabilities of the

organization.

(l) "Foreign limited partnership" means a partnership that is formed

under the laws of any jurisdiction, including any foreign country, other

than the laws of this state and that has as partners one or more general

partners and one or more limited partners.

(m) "Limited liability company" and "domestic limited liability

company" mean, unless the context otherwise requires, an unincorporated

organization of one or more persons having limited liability for the

contractual obligations and other liabilities of the business (except as

authorized or provided in section six hundred nine or twelve hundred

five of this chapter), other than a partnership or trust, formed and

existing under this chapter and the laws of this state.

(n) "Limited partnership" means a limited partnership formed under the

laws of this state or a foreign limited partnership as defined in

subdivision (l) of this section.

(o) "Majority in interest of the members" means, unless otherwise

provided in the operating agreement, the members whose aggregate share

of the current profits of the limited liability company constitutes more

than one-half of the aggregate of such shares of all members.

(p) "Manager" means, subject to section four hundred one of this

chapter, a person designated by the members to manage the limited

liability company as provided in the operating agreement.

(q) "Member" means a person who has been admitted as a member of a

limited liability company in accordance with the terms and provisions of

this chapter and the operating agreement and has a membership interest

in a limited liability company with the rights, obligations, preferences

and limitations specified under this chapter and the operating

agreement.

(r) "Membership interest" means a member's aggregate rights in a

limited liability company, including, without limitation: (i) the

member's right to a share of the profits and losses of the limited

liability company; (ii) the member's right to receive distributions from

the limited liability company; and (iii) the member's right to vote and

participate in the management of the limited liability company.

(s) "Office of the limited liability company" means the office of the

limited liability company, the location of which is stated in the

articles of organization of a domestic limited liability company, or in

the application for authority of a foreign limited liability company.

Such office need not be a place where business activities are conducted

by such limited liability company.

(t) "One-third in interest of the members" means, unless otherwise

provided in the operating agreement, the members whose aggregate share

of the current profits of the limited liability company constitutes

one-third of the aggregate of such shares of all members.

(u) "Operating agreement" means any written agreement of the members

concerning the business of a limited liability company and the conduct

of its affairs and complying with section four hundred seventeen of this

chapter.

(v) "Other business entity" means any person other than a natural

person or domestic limited liability company.

(w) "Person" means any association, corporation, joint stock company,

estate, general partnership (including any registered limited liability

partnership or foreign limited liability partnership), limited

association, limited liability company (including a professional service

limited liability company), foreign limited liability company (including

a foreign professional service limited liability company), joint

venture, limited partnership, natural person, real estate investment

trust, business trust or other trust, custodian, nominee or any other

individual or entity in its own or any representative capacity.

(x) "Process" means judicial process and all orders, demands, notices

or other papers required or permitted by law to be personally served on

a limited liability company or foreign limited liability company, for

the purpose of acquiring jurisdiction of such limited liability company

in any action or proceeding, civil or criminal, whether judicial,

administrative, arbitrative or otherwise, in this state or in the

federal courts sitting in or for this state.

(y) "State" means a state, territory or possession of the United

States, the District of Columbia or the Commonwealth of Puerto Rico.

(z) "Two-thirds in interest of the members" means, unless otherwise

provided in the operating agreement, the members whose aggregate share

of the current profits of the limited liability company constitutes

two-thirds of the aggregate of such shares of all members.

(aa) "Foreign related limited liability partnership" has the meaning

given to it in section two of the partnership law.

(bb) "Profession" has the meaning given to it in subdivision (b) of

section twelve hundred one of this chapter.

(cc) "Registered limited liability partnership" has the meaning given

to it in section two of the partnership law.

(dd) "Foreign limited liability partnership" has the meaning given to

it in section two of the partnership law.

(ee) "Professional service limited liability company" has the meaning

given to it in subdivision (f) of section twelve hundred one of this

chapter.

(ff) "Foreign professional service limited liability company" has the

meaning given to it in subdivision (a) of section thirteen hundred one

of this chapter.

(gg) "Professional service corporation" has the meaning given to it in

subdivision (e) of section twelve hundred one of this chapter.

(hh) "Foreign professional service corporation" has the meaning given

to it in subdivision (d) of section fifteen hundred twenty-five of the

business corporation law.

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.

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 or

otherwise, in its name;

(b) purchase, take, receive, lease or otherwise acquire, own, hold,

improve, use or otherwise deal in or with real or personal property or

an interest in real or personal property, wherever situated;

(c) sell, convey, assign, encumber, mortgage, pledge, lease, exchange,

transfer, create a security interest in or otherwise dispose of all or

part of its property or assets;

(d) purchase, take, receive, subscribe for or otherwise acquire, own,

hold, vote, employ, sell, mortgage, lend, pledge or otherwise dispose of

and otherwise use and deal in and with shares or other interests in,

securities issued by and direct or indirect obligations of:

(1) other persons; or

(2) any government, state, territory, governmental district or

municipality or of any instrumentality or subdivision of any of them;

(e) make contracts, including, but not limited to, contracts of

guaranty and suretyship, incur liabilities, borrow money at such rates

of interest as the limited liability company may determine, issue its

notes, bonds or other obligations, secure any of its obligations by

mortgage, pledge or other encumbrance of all or any part of its

property, franchises and income, make contracts of guaranty and

suretyship that are necessary or convenient to the conduct, promotion or

attainment of the business of (i) a limited liability company or other

person at least a majority of the outstanding membership or other

ownership interests of which are owned, directly or indirectly, by the

contracting limited liability company, (ii) a limited liability company

or other person that owns, directly or indirectly, at least a majority

of the outstanding membership interests of the contracting limited

liability company or (iii) a limited liability company or other person

at least a majority of the outstanding membership or other ownership

interests of which are owned, directly or indirectly, by a limited

liability company or other person that owns, directly or indirectly, at

least a majority of the outstanding membership interests of the

contracting limited liability company, which contracts of guaranty and

suretyship shall be deemed to be necessary or convenient to the conduct,

promotion or attainment of the business of the contracting limited

liability company and make other contracts of guaranty and suretyship

that are necessary or convenient to the conduct, promotion or attainment

of the business of the contracting limited liability company. A limited

liability company may make any contracts of guaranty and suretyship that

are not necessary or convenient to the conduct, promotion or attainment

of the business of the contracting limited liability company upon the

vote of the percentage in interest of the members or class or classes of

members provided in the operating agreement, or if no such percentage is

so stated, upon the vote of a majority in interest of the members

entitled to vote thereon; provided, however, that the operating

agreement may provide that no such vote is required;

(f) lend money for any lawful purpose, invest or reinvest its funds,

or take and hold real or personal property as security for the payment

of funds so loaned or invested;

(g) conduct its business, carry on its operations, maintain offices

and exercise the powers granted by this chapter in any state, foreign

country or other jurisdiction;

(h) elect or appoint managers, employees and agents of the limited

liability company, define their duties and fix their compensation;

(i) assist, lend money to and transact other business with a member,

manager, agent or employee of such limited liability company;

(j) make and alter its operating agreement, not inconsistent with its

articles of organization or with the laws of this state, concerning the

business of the limited liability company and the conduct of its

affairs;

(k) indemnify a member or manager or any other person;

(l) pay pensions and establish pension plans, pension trusts,

profit-sharing plans, profit-sharing trusts, equity bonus plans, equity

option plans and other incentive plans for any of its members, managers,

employees, agents or consultants or any of the directors, officers,

managers, employees, agents or consultants of its affiliates;

(m) make donations for the public welfare or for charitable,

scientific, religious, civic, educational or similar purposes;

(n) transact any lawful business in aid of governmental policy;

(o) be a promoter, shareholder, general partner, limited partner,

member, associate or manager of any association, corporation,

partnership, limited partnership, limited liability company, joint

venture, trust or other entity or enterprise;

(p) cease its activities, cancel its articles of organization or

dissolve; and

(q) have and exercise all powers, in addition to those set forth in

subdivisions (a) through (p) of this section, not inconsistent with law,

necessary or convenient to effect any or all of the purposes for which

the limited liability company is formed. In order for a limited

liability company to exercise the powers enumerated in this chapter, it

is not necessary to set forth such powers in the articles of

organization.

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 two hundred seven of this

article and (iii) filing such articles, entitled "Articles of

organization of... (name of limited liability company) under section two

hundred three of the Limited Liability Company Law," in accordance with

section two hundred nine of this article.

(b) An organizer may, but need not be, a member of the limited

liability company that he or she forms.

(c) At the time of its formation, a limited liability company must

have at least one member.

(d) A limited liability company is formed at the time of the filing of

the initial articles of organization with the department of state or at

any later time specified in the articles of organization, not to exceed

sixty days from the date of such filing. The filing of the articles of

organization shall, in the absence of actual fraud, be conclusive

evidence of the formation of the limited liability company as of the

time of filing or effective date if later, except in an action or

special proceeding brought by the attorney general. A limited liability

company formed under this chapter shall be a separate legal entity, the

existence of which as a separate legal entity shall continue until the

cancellation of the limited liability company's articles of

organization.

(e) The articles of organization of a limited liability company shall

set forth:

(1) the name of the limited liability company;

(2) the county within this state in which the office of the limited

liability company is to be located or if the limited liability company

shall maintain more than one office in this state, the county in which

the principal office of the limited liability company is to be located;

(3) if the limited liability company is to have a specific date of

dissolution in addition to the events of dissolution set forth in

section seven hundred one of this chapter, the latest date on which the

limited liability company is to dissolve;

(4) a designation of the secretary of state as agent of the limited

liability company upon whom process against it may be served and the

post office address within or without this state to which the secretary

of state shall mail a copy of any process against the limited liability

company served upon him or her. The limited liability company may

include an email address to which the secretary of state shall email a

notice of the fact that process against it has been electronically

served upon him or her;

(5) if the limited liability company is to have a registered agent,

its name and address within this state and a statement that the

registered agent is to be the agent of the limited liability company

upon whom process against it may be served;

(6) if all or specified members are to be liable in their capacity as

members for all or specified debts, obligations or liabilities of the

limited liability company as authorized pursuant to section six hundred

nine of this chapter, a statement that all or specified members are so

liable for such debts, obligations or liabilities in their capacity as

members of the limited liability company as authorized pursuant to

section six hundred nine of this chapter; and

(7) any other provisions, not inconsistent with law, that the members

elect to include in the articles of organization for the regulation of

the internal affairs of the limited liability company, including, but

not limited to, (A) the business purpose for which the limited liability

company is formed, (B) a statement of whether there are limitations on

the authority of members or managers or a class or classes thereof to

bind the limited liability company and (C) any provisions that are

required or permitted to be included in the operating agreement of the

limited liability company pursuant to section four hundred seventeen of

this chapter.

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 limited liability company, (ii) any authorized foreign limited

liability company or (iii) a fictitious name of an authorized foreign

limited liability company filed pursuant to section eight hundred two of

this chapter, in each case, as such names appear on the index of names

of existing domestic and authorized foreign limited liability companies

of any type or kind, including fictitious names of authorized foreign

limited liability companies filed pursuant to section eight hundred two

of this chapter, in the department of state, or names the right to which

are reserved;

(2) shall be such as to distinguish it from (i) the names of domestic

business corporations, domestic not-for-profit corporations and other

domestic corporations of any type or kind that are formed by a filing in

the department of state, (ii) the names of authorized foreign business

corporations, authorized foreign not-for-profit corporations and other

authorized foreign corporations of any type or kind that are authorized

to do business or conduct activities in this state by reason of a filing

in the department of state, (iii) the fictitious names of authorized

foreign business corporations, authorized foreign not-for-profit

corporations and other authorized foreign corporations of any type or

kind that are authorized to do business or conduct activities in this

state by reason of a filing in the department of state, (iv) the names

of domestic limited partnerships, (v) the names of authorized foreign

limited partnerships, or (vi) the fictitious names of authorized foreign

limited partnerships, in each case, as such names appear on the index of

names of existing domestic and authorized foreign corporations of any

type or kind, including fictitious names of authorized foreign

corporations of any type or kind, in the department of state, or on the

index of names of existing domestic or authorized foreign limited

partnerships, including fictitious names of authorized foreign limited

partnerships, in the department of state, or names the rights to which

are reserved; provided, however, that no limited liability company that

was formed prior to the effective date of this paragraph and no foreign

limited liability company that was qualified to do business in this

state prior to such effective date shall be required to change the name

or fictitious name it had on such effective date solely by reason of

such name or fictitious name being indistinguishable from the name or

fictitious name of any domestic or authorized foreign corporation or

limited partnership or from any name the right to which is reserved by

or on behalf of any domestic or foreign corporation or limited

partnership;

(c) shall, unless the limited liability company or foreign limited

liability company shall have complied with the provisions of section one

hundred thirty of the general business law, be the name used by the

limited liability company in its conduct of business;

(d) shall not contain any word or phrase, or any abbreviation or

derivative thereof, the use of which is prohibited or restricted by any

other statute of this state, unless in the latter case the restrictions

have been complied with;

(e) shall not contain the following phrases or any abbreviation or

derivative thereof:

board of trade state police

chamber of commerce state trooper

community renewal tenant relocation

corporation urban development

incorporated urban relocation

partnership

(f) shall not contain the following words, or any abbreviation or

derivative thereof:

acceptance guaranty

annuity indemnity

assurance insurance

attorney investment

bank lawyer

benefit loan

bond mortgage

casualty savings

doctor surety

endowment title

fidelity trust

finance underwriter

unless the approval of the superintendent of financial services is

attached to the articles of organization or unless the word "doctor" or

"lawyer" or an abbreviation or derivative thereof is used in a context

that clearly denotes a purpose other than the practice of law or

medicine;

(g) shall not, unless the approval of the state department of social

services is attached to the articles of organization or application for

authority, contain the word "blind" or "handicapped." Such approval

shall be granted by the state department of social services if in its

opinion the word "blind" or "handicapped" as used in the limited

liability company's proposed name will not tend to mislead or confuse

the public into believing that the limited liability company is

organized for charitable or nonprofit purposes related to the blind or

the handicapped; and

(h) shall not, unless the approval of the attorney general is attached

to the articles of organization or application for authority, contain

the word "exchange" or any abbreviation or derivative thereof. Such

approval shall not be granted by the attorney general if in his or her

opinion the use of the word "exchange" in the limited liability

company's proposed name would falsely imply that the limited liability

company conducts its business at a place where trade is carried on in

securities or commodities by brokers, dealers or merchants.

(i) shall not contain the following terms: "school," "education,"

"elementary," "secondary," "kindergarten," "prekindergarten,"

"preschool," "nursery school," "museum," "history," "historical,"

"historical society," "arboretum," "library," "college," "university" or

other term restricted by section two hundred twenty-four of the

education law; "conservatory," "academy," or "institute" or any

abbreviation or derivative of such terms, shall have endorsed thereon or

annexed thereto the consent of the commissioner of education.

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 authorized foreign

limited liability company intending to change its name;

(3) any foreign limited liability company intending to apply for

authority to do business in this state and to adopt that name; and

(4) any person intending to form a foreign limited liability company

and intending to have it apply for authority to do business in this

state.

(b) A fictitious name for use pursuant to section eight hundred two of

this chapter may be reserved by:

(1) any foreign limited liability company intending to apply for

authority to do business in this state pursuant to section eight hundred

two of this chapter;

(2) any authorized foreign limited liability company intending to

change the fictitious name under which it does business in this state;

and

(3) any authorized foreign limited liability company that has changed

its name in its jurisdiction, such new name not being available in this

state.

(c) Application to reserve a limited liability company name shall be

delivered to the department of state. It shall set forth the name and

address of the applicant, the name to be reserved and a statement of the

basis for the application under subdivision (a) or (b) of this section.

The secretary of state may require that there be included in the

application a statement as to the nature of the business to be conducted

by the limited liability company it being sufficient to state, either

alone, or with other purposes, that the limited liability company

intends to conduct any lawful act or activity for which limited

liability companies may be formed under this chapter, provided that it

also state that it is not intended to be formed to engage in any act or

activity requiring the consent or approval of any state official,

department, board or agency or other body without such consent or

approval first being obtained. If the name is available for use by the

applicant for a limited liability company, the department of state shall

reserve the name for the use of the applicant for a period of sixty days

and issue a certificate of reservation. The restrictions and

qualifications set forth in section two hundred four of this article are

not waived by the issuance of a certificate of reservation. The

certificate of reservation shall include the name of the applicant, the

name reserved and the date of reservation. The certificate of

reservation (or in lieu thereof an affidavit by the applicant or by his

or her agent or attorney that the certificate of reservation has been

lost or destroyed) shall accompany the articles of organization or the

application for authority when either is delivered to the department of

state. The secretary of state may extend the reservation for additional

periods of not more than sixty days each, upon the written request of

the applicant or his or her attorney in fact or agent delivered to the

department of state and filed before expiration of the reservation

period then in effect. Such request shall have attached to it the

certificate of reservation. No more than two such extensions shall be

granted.

(d) Upon request of the applicant, delivered to the department of

state before the expiration of the reserved period, the department shall

cancel the reservation.

(e) Upon the receipt of an application to reserve a limited liability

company name by the department of state pursuant to this section, the

department shall confirm such receipt by mail or email to the applicant

at the address or email address set forth in such application. In

addition, the department shall include, but not be limited to including,

the following information in such mailing or email:

(1) contact information, including, but not limited to website,

address and telephone number, of the New York state small business

development center serving their region;

(2) contact information, including, but not limited to website,

address and telephone number, of the New York state entrepreneurship

assistance center serving their region;

(3) contact information, including, but not limited to the website,

address and telephone number of business mentor NY; and

(4) contact information, including, but not limited to website,

address and telephone number, of empire state development. Information

regarding empire state development shall include direction to resources

available on such website to support and assist new businesses.

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 week for six successive weeks,

in two newspapers of the county in which the office of the limited

liability company is located, one newspaper to be printed weekly and one

newspaper to be printed daily, to be designated by the county clerk.

When such county is located within a city with a population of one

million or more, such designation shall be as though the copy or notice

were a notice or advertisement of judicial proceedings. Proof of the

publication required by this subdivision, consisting of the certificate

of publication of the limited liability company with the affidavits of

publication of such newspapers annexed thereto, must be filed with the

department of state. Notwithstanding any other provision of law, if the

office of the limited liability company is located in a county wherein a

weekly or daily newspaper of the county, or both, has not been so

designated by the county clerk, then the publication herein required

shall be made in a weekly or daily newspaper of any county, or both, as

the case may be, which is contiguous to, such county, provided that any

such newspaper meets all the other requirements of this subdivision. A

copy or notice published in a newspaper other than the newspaper or

newspapers designated by the county clerk shall not be deemed to be one

of the publications required by this subdivision. The notice shall

include: (1) the name of the limited liability company; (2) the date of

filing of the articles of organization with the department of state and,

if the date of formation is not the date of filing of the articles of

organization, the date of the formation of the limited liability

company; (3) the county within this state, in which the office of the

limited liability company is located; (3-a) the street address of the

principal business location, if any; (4) a statement that the secretary

of state has been designated as agent of the limited liability company

upon whom process against it may be served and the post office address

within or without this state to which the secretary of state shall mail

a copy of any process against it served upon him or her; (5) if the

limited liability company is to have a registered agent, his or her name

and address within this state and a statement that the registered agent

is to be the agent of the limited liability company upon whom process

against it may be served; (6) if the limited liability company is to

have a specific date of dissolution in addition to the events of

dissolution set forth in section seven hundred one of this chapter, the

latest date upon which the limited liability company is to dissolve; and

(7) the character or purpose of the business of such limited liability

company. Where, at any time after completion of the first of the six

weekly publications required by this subdivision and prior to the

completion of the sixth such weekly publication, there is a change in

any of the information contained in the copy or notice as published, the

limited liability company may complete the remaining publications of the

original copy or notice, and the limited liability company shall not be

required to publish any further or amended copy or notice. Where, at any

time after completion of the six weekly publications required by this

subdivision, there is a change to any of the information contained in

the copy or notice as published, no further or amended publication or

republication shall be required to be made. If within one hundred twenty

days after its formation, proof of such publication, consisting of the

certificate of publication of the limited liability company with the

affidavits of publication of the newspapers annexed thereto has not been

filed with the department of state, the authority of such limited

liability company to carry on, conduct or transact any business in this

state shall be suspended, effective as of the expiration of such one

hundred twenty day period. The failure of a limited liability company to

cause such copy or notice to be published and such certificate of

publication and affidavits of publication to be filed with the

department of state within such one hundred twenty day period or the

suspension of such limited liability company's authority to carry on,

conduct or transact business in this state pursuant to this subdivision

shall not limit or impair the validity of any contract or act of such

limited liability company, or any right or remedy of any other party

under or by virtue of any contract, act or omission of such limited

liability company, or the right of any other party to maintain any

action or special proceeding on any such contract, act or omission, or

right of such limited liability company to defend any action or special

proceeding in this state, or result in any member, manager or agent of

such limited liability company becoming liable for the contractual

obligations or other liabilities of the limited liability company. If,

at any time following the suspension of a limited liability company's

authority to carry on, conduct or transact business in this state

pursuant to this subdivision, such limited liability company shall cause

proof of publication in substantial compliance with the provisions

(other than the one hundred twenty day period) of this subdivision,

consisting of the certificate of publication of the limited liability

company with the affidavits of publication of the newspapers annexed

thereto, to be filed with the department of state, such suspension of

such limited liability company's authority to carry on, conduct or

transact business shall be annulled.

(b)(1) A limited liability company which was formed prior to the

effective date of this subdivision and which complied with the

publication and filing requirements of this section as in effect prior

to such effective date shall not be required to make any publication or

republication or any filing under subdivision (a) of this section, and

shall not be subject to suspension pursuant to this section.

(2) Within twelve months after the effective date of this subdivision,

a limited liability company, which was formed prior to such effective

date, and which did not comply with the publication and filing

requirements of this section as in effect prior to such effective date,

shall publish a copy of its articles of organization or a notice

containing the substance thereof in the manner required (other than the

one hundred twenty day period) by this section as in effect prior to

such effective date and file proof of such publication, consisting of

the certificate of publication of the limited liability company with the

affidavits of publication of the newspapers annexed thereto, with the

department of state.

(3) If a limited liability company that is subject to the provisions

of paragraph two of this subdivision fails to file the required proof of

publication with the department of state within twelve months after the

effective date of this subdivision, its authority to carry on, conduct

or transact any business in this state shall be suspended, effective as

of the expiration of such twelve month period.

(4) The failure of a limited liability company that is subject to the

provisions of paragraph two of this subdivision to fully comply with the

provisions of said paragraph two or the suspension of such limited

liability company's authority to carry on, conduct or transact any

business in this state pursuant to paragraph three of this subdivision

shall not impair or limit the validity of any contract or act of such

limited liability company, or any right or remedy of any other party

under or by virtue of any contract, act or omission of such limited

liability company, or the right of any other party to maintain any

action or special proceeding on any such contract, act or omission, or

right of such limited liability company to defend any action or special

proceeding in this state, or result in any member, manager or agent of

such limited liability company becoming liable for the contractual

obligations or other liabilities of the limited liability company.

(5) If, at any time following the suspension of a limited liability

company's authority to carry on, conduct or transact business in this

state, pursuant to paragraph three of this subdivision, such limited

liability company shall cause proof of publication in substantial

compliance with the provisions (other than the one hundred twenty day

period) of subdivision (a) of this section, consisting of the

certificate of publication of the limited liability company with the

affidavits of publication of the newspapers annexed thereto, to be filed

with the department of state, such suspension of such limited liability

company's authority to carry on, conduct or transact business shall be

annulled.

(6) For the purposes of this subdivision, a limited liability company

which was formed prior to the effective date of this subdivision shall

be deemed to have complied with the publication and filing requirements

of this section as in effect prior to such effective date if (i) the

limited liability company was formed on or after January first, nineteen

hundred ninety-nine and prior to such effective date and the limited

liability company filed at least one affidavit of the printer or

publisher of a newspaper with the department of state at any time prior

to such effective date, or (ii) the limited liability company was formed

prior to January first, nineteen hundred ninety-nine, without regard to

whether the limited liability company did or did not file any affidavit

of the printer or publisher of a newspaper with the secretary of state.

(c) The information in a notice published pursuant to this section

shall be presumed to be in compliance with and satisfaction of the

requirements of this section.

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 certificate of amendment must be signed by at least one member,

manager or authorized person of the limited liability company;

(3) restated articles of organization or amended and restated articles

of organization must be signed by at least one member, manager or

authorized person of the limited liability company;

(4) a certificate of correction must be signed by at least one member,

manager or authorized person of the limited liability company;

(5) a certificate of cancellation must be signed by at least one

member, manager or authorized person of the limited liability company;

and

(6) all other certificates must be signed by at least one member,

manager or authorized person of the limited liability company.

(b) Any person may sign any articles or certificate by an attorney in

fact. Powers of attorney relating to the signing of articles or a

certificate by an attorney in fact need not be filed with the department

of state or provided as evidence of authority by the person filing but

must be retained in the records of the limited liability company.

(c) Each article or certificate must be signed.

(d) Each article or certificate must include the name and capacity of

each signer.

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 the supreme court in the judicial

district in which the office of the limited liability company is or is

to be located to direct the execution of such articles or certificate.

If the court finds that such articles or certificate should be executed

and that such person has failed or refused to execute such articles or

certificate, it shall order such person to file the appropriate articles

or certificate.

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 department of state for

filing complies as to form with the requirements of law and the filing

fee required by any statute of this state in connection therewith has

been paid, the instrument shall be filed and indexed by the department

of state. The department of state shall not review such articles or

certificates for legal sufficiency; its review shall be limited to

determining that the form has been completed.

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:

(1) any person who executes the articles of organization or

certificate, or caused another to execute it on his or her behalf, and

knew, and any manager who knew of the filing of such articles or

certificate and who knew or should have known with the exercise of

reasonable care and diligence, the statement to be false in any material

respect at the time the articles or certificate was executed; and

(2) any manager who thereafter knows of the filing of such articles or

certificate and who knows or should have known with the exercise of

reasonable care and diligence that any arrangement or other fact

described in such articles or certificate has changed, making the

statement false in any material respect.

(b) Notwithstanding paragraph two of subdivision (a) of this section,

no person shall have any liability for failing to cause the amendment or

cancellation of the articles of organization or a certificate to be

filed or failing to file a petition for its amendment or cancellation,

if the articles of organization, certificate or petition is filed within

ninety days of the time when that person knew or should have known that

the statement in the articles of organization or certificate was false

in any material respect.

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 liability company) under

section two hundred eleven of the Limited Liability Company Law," in

accordance with this section, (ii) executing such certificate of

amendment in accordance with section two hundred seven of this article

and (iii) filing such certificate of amendment in accordance with

section two hundred nine of this article.

(b) The certificate of amendment may set forth only such provisions as

might be lawfully contained in the initial articles of organization

filed at the time of making such amendment.

(c) The certificate of amendment shall set forth:

(1) the name of the limited liability company and, if it has been

changed, the name under which it was formed;

(2) the date of filing its initial articles of organization; and

(3) each amendment effected thereby, setting forth the subject matter

of each provision of the articles of organization that is to be amended

or eliminated and the full text of the provision or provisions, if any,

which are to be substituted or added.

(d) In particular, but without limiting the general power of amendment

as stated in subdivision (b) of this section, a limited liability

company shall amend its articles of organization no later than ninety

days after the happening of any of the following events:

(1) a change in the name of the limited liability company;

(2) a change in the county within this state in which the office of

the limited liability company is to be located;

(3) a change in the latest date, if any, on which the limited

liability company is to dissolve;

(4) the continuation of the limited liability company under section

seven hundred one of this chapter after an event of dissolution;

(5) a change in the name or street address of its registered agent in

the state if such change is made other than pursuant to section three

hundred two of this chapter;

(6) a change in the post office address to which the secretary of

state shall mail a copy of any process against the limited liability

company served upon him or her if such change is made other than

pursuant to section three hundred one of this chapter;

(7) a change in whether the limited liability company is to be managed

by one or more members of a class or classes of members or by one or

more managers or a class or classes of managers;

(8) the discovery of a materially false or inaccurate statement in the

articles of organization;

(9) the decision to change any other statement in the articles of

organization; and

(10) to specify, change or delete the email address to which the

secretary of state shall email a notice of the fact that process against

the limited liability company has been electronically served upon him or

her.

(e) Unless otherwise provided in this chapter, a certificate of

amendment shall be effective at the time of its filing with the

department of state.

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 against the limited liability

company served upon him or her; (iii) specify, change or delete the

email address to which the secretary of state shall email a notice of

the fact that process against the limited liability company has been

electronically served upon him or her; and (iv) make, revoke or change

the designation of a registered agent, or specify or change the address

of the registered agent. Any one or more such changes may be

accomplished by filing a certificate of change which shall be entitled

"Certificate of Change of ....... (name of limited liability company)

under section 211-A of the Limited Liability Company Law" and shall be

signed and delivered to the department of state. It shall set forth:

(1) the name of the limited liability company, and if it has been

changed, the name under which it was formed;

(2) the date the articles of organization were filed by the department

of state; and

(3) each change effected thereby.

(b) A certificate of change which changes only the post office address

to which the secretary of state shall mail a copy of any process against

a limited liability company served upon him or her, and/or the email

address to which the secretary of state shall email a notice of the fact

that process against it has been electronically served upon the

secretary of state and/or the address of the registered agent, provided

such address being changed, and/or the email address being changed is

the email address of a person, partnership or other corporation whose

email address, as agent, is the email address to be changed, is the

address of a person, partnership or corporation whose address, as agent,

is the address to be changed or who has been designated as registered

agent for such limited liability company may be signed and delivered to

the department of state by such agent. The certificate of change shall

set forth the statements required under subdivision (a) of this section;

that a notice of the proposed change was mailed to the domestic limited

liability company by the party signing the certificate not less than

thirty days prior to the date of delivery to the department of state and

that such domestic limited liability company has not objected thereto;

and that the party signing the certificate is the agent of such limited

liability company to whose address the secretary of state is required to

mail copies of process, and/or the agent of the limited liability

company to whose email address of the secretary of state is required to

email a notice of the fact that process against it has been

electronically served upon the secretary of state, or the registered

agent, if such be the case. A certificate signed and delivered under

this subdivision shall not be deemed to effect a change of location of

the office of the limited liability company in whose behalf such

certificate is filed.

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 defect in the execution

thereof, including the deletion of any matter not permitted to be stated

therein. A certificate, entitled "Certificate of correction of... (title

of articles or certificate and name of limited liability company) under

section two hundred twelve of the Limited Liability Company Law," shall

be signed and delivered to the department of state. It shall set forth

the name of the limited liability company, the date the articles or

certificate to be corrected was filed by the department of state, a

statement as to the nature of the informality, error, incorrect

statement or defect, the provision in the articles or certificate as

corrected or eliminated and, if the execution was defective, the proper

execution. The filing of the certificate of correction with the

department of state shall not alter the effective date of the instrument

being corrected and shall not affect any right or liability accrued or

incurred before such filing. A name of a limited liability company may

not be changed or corrected pursuant to this section.

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

operating agreement provides otherwise (including, but not limited to,

by restricting or enlarging the management powers or responsibilities of

one or more managers or classes of managers), if the limited liability

company is managed by one or more managers then any of the following

amendments may be authorized by a majority of such managers:

(1) to change the name or street address of the registered agent, if

any, of the limited liability company in the state;

(2) to change the post office address to which the secretary of state

shall mail a copy of any process against the limited liability company

served upon him or her; and

(3) to correct any error in the articles of organization pursuant to

section two hundred twelve of this article.

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 its articles of

organization, without making any amendment thereby. Alternatively, a

limited liability company may restate in a single instrument the text of

its articles of organization and as amended thereby to effect any one or

more of the amendments authorized by this article.

(b) The restated or amended and restated articles of organization, as

the case may be, shall be executed in accordance with section two

hundred seven of this article.

(c) The restated articles of organization shall be filed with the

department of state in accordance with section two hundred nine of this

article and shall set forth:

(1) the name of the limited liability company and, if it has been

changed, the name under which it was formed;

(2) the date of filing of its articles of organization; and

(3) if the restated articles of organization restate the text of the

articles of organization without making any amendments, then a statement

that the text of the articles of organization is thereby restated

without amendment to read as therein set forth in full; or

(4) if the restated articles restate the text of the articles of

organization, and is amended thereby, then a statement that the articles

of organization is amended to effect one or more of the amendments

authorized by this chapter, specifying each such amendment and that the

text of the articles of organization is thereby restated as amended to

read as therein set forth in full.

(d) Any amendments effected in connection with the restatement of the

articles of organization shall be subject to any other provisions of

this chapter, including, but not limited to, section two hundred

thirteen of this article, that would apply if a separate certificate of

amendment were filed to effect such amendment.

(e) Unless otherwise provided in this chapter, the restated or amended

and restated articles of organization, as the case may be, shall be

effective at the time of its filing with the department of state.

* § 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 beneficial ownership disclosure, and any

updates to such information, as may be applicable, identifying each

beneficial owner by: (1) full legal name; (2) date of birth; (3) current

business street address; and (4) a unique identifying number from an

acceptable identification document defined in 31 U.S.C. § 5336 (a)(1).

Provided, however, that where an initial report contains the information

required herein, a reporting company may submit a copy of the initial

report, submitted to the federal government pursuant to 31 U.S.C. §

5336, to satisfy the requirements of this section.

(b) All personal or identifying information of beneficial owners

provided to the department of state under this section not required to

be included in the business entity database pursuant to section one

hundred-b of the executive law, shall be deemed confidential except for

the purposes of law enforcement, or as otherwise required to be

disclosed pursuant to a court order. If confidential information

associated with a beneficial owner is held electronically, such records

shall be encrypted or protected in a substantially similar manner. The

department of state shall, upon the filing of each beneficial ownership

disclosure, assign each beneficial owner of a limited liability company

an anonymized unique identifying number, which shall not be based on any

personally identifying number including but not limited to a social

security or tax identification number assigned to or associated with

such beneficial owner.

(c) (1) Each reporting company formed on or before the effective date

of this section shall file the information required under subdivision

(a) of this section; and each exempt company formed on or before the

effective date of this section shall file a statement signed by a member

or manager indicating the provision or provisions of 31 U.S.C. §

5336(a)(11)(B), excluding such company from the definition of a

reporting company, with the department of state no later than January

first, two thousand twenty-five.

(2) A reporting company which has failed to file the beneficial

ownership disclosure as required by this section for a period exceeding

thirty days shall be shown to be past due on the records of the

department of state until an up-to-date beneficial ownership disclosure

is filed with the department.

(3) A reporting company which has failed to file the beneficial

ownership disclosure as required by this section for a period exceeding

two years shall be shown to be delinquent on the records of the

department of state after a notice of delinquency has been mailed to the

last known business address of such reporting company, and such company

has failed to file such information within sixty days of the mailing of

such notice. Such delinquency shall be removed from the records of the

department of state upon the filing of an up-to-date beneficial

ownership disclosure, and the payment of a civil penalty of two hundred

fifty dollars.

* NB Effective and Repealed January 1, 2026

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 which process may be served

pursuant to this chapter.

(b) No domestic or foreign limited liability company may be formed or

authorized to do business in this state under this chapter unless its

articles of organization or application for authority designates the

secretary of state as such agent.

(c) Any designated post office address to which the secretary of state

shall mail a copy of process served upon him or her as agent of a

domestic limited liability company or a foreign limited liability

company shall continue until the filing of a certificate or other

instrument under this chapter directing the mailing to a different post

office address and any designated email address to which the secretary

of state shall email a notice of the fact that process has been

electronically served upon him or her as agent of a domestic limited

liability company or foreign limited liability company, shall continue

until the filing of a certificate or other instrument under this chapter

changing or deleting such email address.

(e) (1) Except as otherwise provided in this subdivision, every

limited liability company to which this chapter applies, shall

biennially in the calendar month during which its articles of

organization or application for authority were filed, or effective date

thereof if stated, file on forms prescribed by the secretary of state, a

statement setting forth the post office address within or without this

state to which the secretary of state shall mail a copy of any process

accepted against it served upon him or her. Such address shall supersede

any previous address on file with the department of state for this

purpose.

(2) The commissioner of taxation and finance and the secretary of

state may agree to allow limited liability companies to include the

statement specified in paragraph one of this subdivision on tax reports

filed with the department of taxation and finance in lieu of biennial

statements and in a manner prescribed by the commissioner of taxation

and finance. If this agreement is made, starting with taxable years

beginning on or after January first, two thousand sixteen, each limited

liability company required to file the statement specified in paragraph

one of this subdivision that is subject to the filing fee imposed by

paragraph three of subsection (c) of section six hundred fifty-eight of

the tax law shall provide such statement annually on its filing fee

payment form filed with the department of taxation and finance in lieu

of filing a statement under this section with the department of state.

However, each limited liability company required to file a statement

under this section must continue to file the biennial statement required

by this section with the department of state until the limited liability

company in fact has filed a filing fee payment form with the department

of taxation and finance that includes all required information. After

that time, the limited liability company shall continue to provide

annually the statement specified in paragraph one of this subdivision on

its filing fee payment form in lieu of the biennial statement required

by this subdivision.

(3) If the agreement described in paragraph two of this subdivision is

made, the department of taxation and finance shall deliver to the

department of state the statement specified in paragraph one of this

subdivision contained on filing fee payment forms. The department of

taxation and finance must, to the extent feasible, also include the

current name of the limited liability company, department of state

identification number for such limited liability company, the name,

signature and capacity of the signer of the statement, name and street

address of the filer of the statement, and the email address, if any, of

the filer of the statement.

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 Process under section 301-A

of the Limited Liability Company Law" shall be signed by such party and

delivered to the department of state. It shall set forth:

(1) the name of the limited liability company and the date that its

articles of organization or application for authority was filed by the

department of state.

(2) that the address of the party has been designated by the limited

liability company as the post office address to which the secretary of

state shall mail a copy of any process served on the secretary of state

as agent for such limited liability company, and that such party wishes

to resign.

(3) that sixty days prior to the filing of the certificate of

resignation with the department of state the party has sent a copy of

the certificate of resignation for receipt of process by registered or

certified mail to the address of the registered agent of the designated

limited liability company, if other than the party filing the

certificate of resignation, for receipt of process, or if the resigning

limited liability company has no registered agent, then to the last

address of the designated limited liability company known to the party,

specifying the address to which the copy was sent. If there is no

registered agent and no known address of the designating limited

liability company, the party shall attach an affidavit to the

certificate stating that a diligent but unsuccessful search was made by

the party to locate the limited liability company, specifying what

efforts were made.

(4) that the designated limited liability company is required to

deliver to the department of state a certificate of amendment or change

providing for the designation by the limited liability company of a new

address, and that upon its failure to file such certificate its

authority to do business in this state shall be suspended.

(b) Upon the failure of the designating limited liability company to

file a certificate of amendment or certificate of change providing for

the designation by the limited liability company of the new address

after the filing of a certificate of resignation for receipt of process

with the secretary of state, its authority to do business in this state

shall be suspended.

(c) The filing by the department of state of a certificate of

amendment or certificate of change or the filing of a statement under

section three hundred one of this article providing for a new address by

a designating limited liability company shall annul the suspension and

its authority to do business in this state shall be restored and

continued as if no suspension had occurred.

(d) The resignation for receipt of process shall become effective upon

the filing by the department of state of a certificate of resignation

for receipt of process.

(e)(1) In any case in which a limited liability company suspended

pursuant to this section would be subject to the personal or other

jurisdiction of the courts of this state under article three of the

civil practice law and rules, process against such limited liability

company may be served upon the secretary of state as its agent pursuant

to this section. Such process may be issued in any court in this state

having jurisdiction of the subject matter.

(2) Service of such process upon the secretary of state shall be made

by personally delivering to and leaving with him or his deputy, or with

any person authorized by the secretary of state to receive such service,

at the office of the department of state in the city of Albany, a copy

of such process together with the statutory fee, which fee shall be a

taxable disbursement. Such service shall be sufficient if notice thereof

and a copy of the process are:

(i) delivered personally within or without that state to such limited

liability company by a person and in the manner authorized to serve

process by law of the jurisdiction in which service is made, or

(ii) sent by or on behalf of the plaintiff to such limited company by

registered or certified mail with return receipt requested to the last

address of such limited liability company known to the plaintiff.

(3)(i) Where service of a copy of process was effected by personal

service, proof of service shall be by affidavit of compliance with the

section filed, together with the process, within thirty days after such

service, with the clerk of the court in which the action or special

proceeding is pending. Service of process shall be complete ten days

after such papers are filed with the clerk of the court.

(ii) Where service of a copy of process was effected by mailing in

accordance with this section, proof of service shall be by affidavit of

compliance with this section filed, together with the process, within

thirty days after receipt of the return receipt signed by the limited

liability company or other official proof of delivery or of the original

envelope mailed. If a copy of the process is mailed in accordance with

this section, there shall be filed with the affidavit of compliance

either the return receipt signed by such limited company or other

official proof of delivery, if acceptance was refused by it, the

original envelope with a notation by the postal authorities that

acceptance was refused. If acceptance was refused a copy of the notice

and process together with notice of the mailing by registered or

certified mail and refusal to accept shall be promptly sent to such

limited liability company at the same address by ordinary mail and the

affidavit of compliance shall so state. Service of process shall be

complete ten days after such papers are filed with the clerk of the

court. The refusal to accept delivery of the registered or certified

mail or to sign the return receipt shall not affect the validity of the

service and such limited liability company refusing to accept such

registered or certified mail shall be charged with knowledge of the

contents thereof.

(4) Service made as provided in this section without the state shall

have the same force as personal service made within this state.

(5) Nothing in this section shall affect the right to serve process in

any other manner permitted by law.

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) any limited liability company

subject to the laws of this chapter will continue to receive service of

process by mail unless such limited liability company notifies the

secretary of an affirmative choice to receive service of process by way

of the program through electronic means, in which case digital copies

will be made accessible but paper documents will not be mailed; and (c)

such choice may be reversed by the limited liability company at any time

and, thereafter, service by mail will resume.

Registered agent for service of process. (a) In addition to the

designation of the secretary of state, each domestic limited liability

company or authorized foreign limited liability company may designate a

registered agent upon whom process against the limited liability company

may be served.

(b) The agent must be either:

(1) a natural person who is a resident of this state or has a business

address in this state;

(2) a domestic limited liability company or an authorized foreign

limited liability company; or

(3) a domestic corporation or a foreign corporation authorized to do

business in this state.

(d) The registered agent of a limited liability company may resign as

such agent. The registered agent shall file a certificate with the

department of state entitled "Certificate of resignation of registered

agent of... (name of limited liability company) under subdivision (d) of

section three hundred two of the Limited Liability Company Law" and

executed by such registered agent. Such certificate shall set forth:

(1) the name of the limited liability company, and if it has been

changed, the name under which it was formed. With respect to a foreign

limited liability company, there shall be set forth its name and, if

applicable, the fictitious name the foreign limited liability company

has agreed to use in this state pursuant to section eight hundred two of

this chapter;

(2) the date the articles of organization or application for authority

was filed by the department of state;

(3) that he or she resigns as registered agent of the limited

liability company; and

(4) that he or she has sent a copy of the certificate of resignation

by registered mail to the limited liability company at the post office

address on file with the department of state specified for the mailing

of process or, if such address is the address of the registered agent,

to the office of the limited liability company in the jurisdiction of

its formation.

(e) The designation of a registered agent shall terminate thirty days

after the filing with the department of state of the certificate of

resignation. A certificate designating a new registered agent may be

delivered to the department of state by the limited liability company

within the thirty days or thereafter.

Service of process on limited liability companies. (a)

* Service of process on the secretary of state as agent of a domestic

limited liability company or authorized foreign limited liability

company shall be made in the manner provided by paragraph one or two of

this subdivision. Either option of service authorized pursuant to this

subdivision shall be available at no extra cost to the consumer.

* NB Effective until February 24, 2027

* Service of process on the secretary of state as agent of a domestic

limited liability company or authorized foreign limited liability

company shall be made in the manner provided by paragraph one, two or

three of this subdivision. Each option of service authorized pursuant to

this subdivision shall be available at no extra cost to the consumer.

* NB Effective February 24, 2027

(1) Personally delivering to and leaving with the secretary of state or

his or her deputy, or with any person authorized by the secretary of

state to receive such service, at the office of the department of state

in the city of Albany, duplicate copies of such process together with

the statutory fee, which fee shall be a taxable disbursement. Service of

process on such limited liability company shall be complete when the

secretary of state is so served. The secretary of state shall promptly

send one of such copies by certified mail, return receipt requested, to

such limited liability company at the post office address on file in the

department of state specified for that purpose. (2) Electronically

submitting a copy of the process to the department of state together

with the statutory fee, which fee shall be a taxable disbursement,

through an electronic system operated by the department of state,

provided the domestic or authorized foreign limited liability company

has an email address on file in the department of state to which the

secretary of state shall email a notice of the fact that process has

been served electronically on the secretary of state. Service of process

on such limited liability company shall be complete when the secretary

of state has reviewed and accepted service of such process. The

secretary of state shall promptly send a notice of the fact that process

against such limited liability company has been served electronically on

him or her to such limited liability company at the email address on

file in the department of state, specified for the purpose and shall

make a copy of the process available to such limited liability company.

* (3) Provided process is served by or on behalf of the state or a

city, town, village or other political subdivision of the state, by

electronically submitting a copy of the process to the department of

state, through an electronic system operated by and with capabilities

determined by the department of state, together with the statutory fee,

if required, which fee shall be a taxable disbursement. Service of

process on such limited liability company shall be complete when the

secretary of state has reviewed and accepted service of such process.

The secretary of state shall promptly either: (A) send a copy of such

process by certified mail, return receipt requested, to such limited

liability company, at the post office address, on file in the department

of state, specified for the purpose; or (B) email a notice of the fact

that process against the limited liability company has been served

electronically on the secretary of state to the email address on file in

the department of state, specified for the purpose and shall make a copy

of the process available to such limited liability company.

* NB Effective February 24, 2027

(b) Nothing in this section shall limit or affect the right to serve

any process required or permitted by law to be served upon a limited

liability company in any other manner now or hereafter permitted by law

or applicable rules of procedure.

Service of process on unauthorized foreign limited liability

companies. (a) In any case in which a non-domiciliary would be subject

to the personal or other jurisdiction of the courts of this state under

article three of the civil practice law and rules, a foreign limited

liability company not authorized to do business in this state is subject

to a like jurisdiction. In any such case, process against such foreign

limited liability company may be served upon the secretary of state as

its agent. Such process may issue in any court in this state having

jurisdiction of the subject matter.

(b) Service of such process upon the secretary of state shall be made

in the manner provided by paragraph one or two of this subdivision.

Either option of service authorized pursuant to this subdivision shall

be available at no extra cost to the consumer.

(1) Personally delivering to and leaving with the secretary of state

or his or her deputy, or with any person authorized by the secretary of

state to receive such service, at the office of the department of state

in the city of Albany, a copy of such process together with the

statutory fee, which fee shall be a taxable disbursement.

(2) Electronically submitting a copy of the process to the department

of state together with the statutory fee, which fee shall be a taxable

disbursement, through an electronic system operated by the department of

state.

(c) Such service shall be sufficient if notice thereof and a copy of

the process are:

(1) delivered personally outside this state to such foreign limited

liability company by a person and in the manner authorized to serve

process by law of the jurisdiction in which service is made; or

(2) sent by or on behalf of the plaintiff to such foreign limited

liability company by registered mail, return receipt requested, at the

post office address specified for the purpose of mailing process, on

file in the department of state, or with any official or body performing

the equivalent function, in the jurisdiction of its formation, or if no

such address is specified, to its registered or other office specified,

or if no such office is specified, to the last address of such foreign

limited liability company known to the plaintiff.

(d) Where service of a copy of process was effected by personal

service, proof of service shall be by affidavit of compliance with this

section filed, together with the process, within thirty days after such

service, with the clerk of the court in which the action or special

proceeding is pending. Service of process shall be complete ten days

after such papers are filed with the clerk of the court.

(e) Where service of a copy of process was effected by mailing in

accordance with this section, proof of service shall be by affidavit of

compliance with this section filed, together with the process, within

thirty days after receipt of the return receipt signed by the foreign

limited liability company or other official proof of delivery or of the

original envelope mailed. If a copy of the process is mailed in

accordance with this section, there shall be filed with the affidavit of

compliance either the return receipt signed by such foreign limited

liability company or other official proof of delivery or, if acceptance

was refused by it, the original envelope with a notation by the postal

authorities that acceptance was refused. If acceptance was refused, a

copy of the notice and process together with notice of the mailing by

registered mail and refusal to accept shall be promptly sent to such

foreign limited liability company at the same address by ordinary mail

and the affidavit of compliance shall so state. Service of process shall

be complete ten days after such papers are filed with the clerk of the

court. The refusal to accept delivery of the registered mail or to sign

the return receipt shall not affect the validity of the service and such

foreign limited liability company refusing to accept such registered

mail shall be charged with knowledge of the contents thereof.

(f) Service made as provided in this section shall have the same force

as personal service made within this state.

(g) Nothing in this section shall limit or affect the right to serve

any process required or permitted by law to be served upon a foreign

limited liability company in any other manner now or hereafter permitted

by law or applicable rules of procedure.

Records of process served on the secretary of state. The

secretary of state shall keep a record of each process served upon the

secretary of state under this chapter, including the date of such

service and the action of the secretary of state with reference thereto.

Management of the limited liability company by members. (a)

Unless the articles of organization provides for management of the

limited liability company by a manager or managers or a class or classes

of managers, management of the limited liability company shall be vested

in its members who shall manage the limited liability company in

accordance with this chapter, subject to any provisions in the articles

of organization or the operating agreement and section four hundred

eighteen of this article granting or withholding the management powers

or responsibilities of one or more members or classes of members.

(b) If management of a limited liability company is vested in its

members, then (i) any such member exercising such management powers or

responsibilities shall be deemed to be a manager for purposes of

applying the provisions of this chapter, unless the context otherwise

requires, and (ii) any such member shall have and be subject to all of

the duties and liabilities of a manager provided in this chapter.

Voting rights of members. (a) Except as provided in the

operating agreement, in managing the affairs of the limited liability

company, electing managers or voting on any other matter that requires

the vote at a meeting of the members pursuant to this chapter, the

articles of organization or the operating agreement, each member of a

limited liability company shall vote in proportion to such member's

share of the current profits of the limited liability company in

accordance with section five hundred three of this chapter.

(b) Except as provided in the operating agreement, any member may vote

in person or by proxy.

(c) Except as provided in the operating agreement, whether or not a

limited liability company is managed by the members or by one or more

managers, the vote of a majority in interest of the members entitled to

vote thereon shall be required to:

(1) admit a person as a member and issue such person a membership

interest in the limited liability company;

(2) approve the incurrence of indebtedness by the limited liability

company other than in the ordinary course of its business; or

(3) adopt, amend, restate or revoke the articles of organization or

operating agreement, subject to the provisions in subdivision (e) of

this section, subdivision (b) of section six hundred nine of this

chapter and subdivision (b) of section four hundred seventeen of this

article.

(d) Except as provided in the operating agreement, whether or not a

limited liability company is managed by the members or by one or more

managers, the vote of at least a majority in interest of the members

entitled to vote thereon shall be required to:

(1) approve the dissolution of the limited liability company in

accordance with section seven hundred one of this chapter;

(2) approve the sale, exchange, lease, mortgage, pledge or other

transfer of all or substantially all of the assets of the limited

liability company; or

(3) approve a merger or consolidation of the limited liability company

with or into another limited liability company or foreign limited

liability company.

(e) Notwithstanding anything to the contrary in this section or

section four hundred seventeen of this article, no applicable provision

in either this chapter, the articles of organization or operating

agreement, as the case may be, that provides for the vote or consent of

a percentage in interest of the members or class of members shall be

amended without the vote or consent of at least such percentage in

interest of the members or such class of members.

(f) Whenever any action is to be taken under this chapter by the

members or a class of members, it shall, except as otherwise required or

specified by this chapter or the articles of organization or the

operating agreement as permitted by this chapter, be authorized by a

majority in interest of the members' votes cast at a meeting of members

by members or such class of members entitled to vote thereon.

(g) A limited liability company whose original articles of

organization were filed with the secretary of state and effective prior

to the effective date of this subdivision shall continue to be governed

by this section as in effect on such date and shall not be governed by

this section, unless otherwise provided in the operating agreement.

Meetings of members. Except as provided in the operating

agreement, a limited liability company shall hold meetings of members

annually. Meetings of members may be held at a place, either within or

outside this state, as may be fixed by or in accordance with the

operating agreement, or if not so fixed, at the office of the limited

liability company. Except as provided in the operating agreement,

members of a limited liability company may participate in a meeting by

means of conference telephone or similar communications equipment by

means of which all persons participating in the meeting can hear each

other. Such participation shall constitute presence in person at the

meeting.

Quorum of members. (a) Except as provided in the operating

agreement, a majority in interest of the members entitled to vote shall

constitute a quorum at a meeting of members for the transaction of any

business, provided that when a specified item of business is required to

be voted on by a class of members voting as a class, a majority in

interest of the members of such class shall constitute a quorum for the

transaction of such specified item of business.

(b) The operating agreement may provide for a greater quorum or a

lesser quorum, provided that such lesser quorum shall not be less than

one-third in interest of the members entitled to vote.

(c) When a quorum is once present to organize a meeting, it is not

broken by the subsequent withdrawal of any members.

(d) The members present may adjourn the meeting despite the absence of

a quorum.

Notice of meetings of members. (a) Except as provided in the

operating agreement, whenever under the provisions of this chapter

members are required or permitted to take any action by vote at a

meeting, written notice shall be given stating the place, date and hour

of the meeting, indicating that it is being issued by or at the

direction of the person or persons calling the meeting and, in the case

of a special meeting, stating the purpose or purposes for which the

meeting is called.

(b) Except as provided in the operating agreement, a copy of the

notice of any meeting shall be given, personally or by first class mail,

not less than ten or more than sixty days before the date of the

meeting, provided, however, that a copy of such notice may be given by

third class mail not less than twenty-four nor more than sixty days

before the date of the meeting, to each member entitled to vote at such

meeting. If mailed, such notice is given when deposited in the United

States mail, with postage thereon prepaid, directed to the member at his

or her address as it appears in the records of the limited liability

company. An affidavit of a manager, if any, or other person giving the

notice that the notice required by this section has been given shall, in

the absence of fraud, be prima facie evidence of the facts therein

stated.

(c) Except as provided in the operating agreement, when a meeting is

adjourned to another time or place, it shall not be necessary to give

any notice of the adjourned meeting if the time and place to which the

meeting is adjourned are announced at the meeting at which the

adjournment is taken, and at the adjourned meeting any business may be

transacted that might have been transacted at the original date of the

meeting.

Waiver of notice. Except as provided in the operating

agreement, notice of meeting need not be given to any member who submits

a signed waiver of notice, in person or by proxy, whether before or

after the meeting. The attendance of any member at a meeting, in person

or by proxy, without protesting prior to the conclusion of the meeting

the lack of notice of such meeting, shall constitute a waiver of notice

by him or her.

Action by members without a meeting. (a) Whenever under this

chapter members of a limited liability company are required or permitted

to take any action by vote, except as provided in the operating

agreement, such action may be taken without a meeting, without prior

notice and without a vote, if a consent or consents in writing, setting

forth the action so taken shall be signed by the members who hold the

voting interests having not less than the minimum number of votes that

would be necessary to authorize or take such action at a meeting at

which all of the members entitled to vote therein were present and voted

and shall be delivered to the office of the limited liability company,

its principal place of business or a manager, employee or agent of the

limited liability company having custody of the records of the limited

liability company. Delivery made to the office of the limited liability

company shall be by hand or by certified or registered mail, return

receipt requested.

(b) Every written consent shall bear the date of signature of each

member who signs the consent, and, except as provided in the operating

agreement, no written consent shall be effective to take the action

referred to therein unless, within sixty days of the earliest dated

consent delivered in the manner required by this section to the limited

liability company, written consents signed by a sufficient number of

members to take the action are delivered to the office of the limited

liability company, its principal place of business or a manager,

employee or agent of the limited liability company having custody of the

records of the limited liability company. Delivery made to such office,

principal place of business or manager, employee or agent shall be by

hand or by certified or registered mail, return receipt requested.

(c) Prompt notice of the taking of the action without a meeting by

less than unanimous written consent shall be given to those members who

have not consented in writing but who would have been entitled to vote

thereon had such action been taken at a meeting. In the event that the

action that is consented to is such as would have required the filing of

articles or a certificate under any other section of this chapter, if

such action had been voted on by members at a meeting thereof, such

articles or certificate filed under such other section shall state, in

lieu of any statement required by such section concerning any vote of

members, that written consent has been given in accordance with this

section and that written notice has been given as provided in this

section.

Management by managers. (a) If the articles of organization

provides that the management of the limited liability company shall be

vested in a manager or managers or class or classes of managers, then

the management of the limited liability company shall be vested in one

or more managers or classes of managers in accordance with this chapter,

subject to any provisions in the articles of organization or the

operating agreement and section four hundred nineteen of this article

granting or withholding the management powers or responsibilities of one

or more managers or class or classes of managers. A manager shall hold

such offices and have such responsibilities accorded to him or her by

the members as provided in the operating agreement.

(b) Except as provided in the operating agreement and in accordance

with section four hundred nineteen of this article, the managers shall

manage the limited liability company by the affirmative vote of a

majority of the managers.

(c) Except as provided in the operating agreement, any action required

or permitted to be taken by a vote of the managers or a class of

managers may be taken without a vote if all of the managers or all of

the managers in such class, as the case may be, consent thereto in

writing, and the writing is filed with the records of the limited

liability company.

(d) Except as otherwise provided in the operating agreement, managers

of a limited liability company may participate in a meeting by means of

conference telephone or similar communications equipment by means of

which all persons participating in the meeting can hear each other. Such

participation shall constitute presence in person at the meeting.

Duties of managers. (a) A manager shall perform his or her

duties as a manager, including his or her duties as a member of any

class of managers, in good faith and with that degree of care that an

ordinarily prudent person in a like position would use under similar

circumstances.

(b) In performing his or her duties, a manager shall be entitled to

rely on information, opinions, reports or statements, including

financial statements and other financial data, in each case prepared or

presented by:

(1) one or more agents or employees of the limited liability company;

(2) counsel, public accountants or other persons as to matters that

the manager believes to be within such person's professional or expert

competence; or

(3) a class of managers of which he or she is not a member, duly

designated in accordance with the operating agreement of the limited

liability company, as to matters within its designated authority, which

class the manager believes to merit confidence, so long as in so relying

he or she shall be acting in good faith and with such degree of care,

but he or she shall not be considered to be acting in good faith if he

or she has knowledge concerning the matter in question that would cause

such reliance to be unwarranted.

(c) A person who so performs his or her duties in accordance with this

section shall have no liability by reason of being or having been a

manager of the limited liability company.

Qualification of managers. (a) Unless otherwise provided in the

operating agreement, a manager may, but need not, be a member of the

limited liability company.

(b) The operating agreement may prescribe qualifications for managers.

Interested managers. (a) No contract or other transaction

between a limited liability company and one or more of its managers, or

between a limited liability company and any other limited liability

company or other business entity in which one or more of its managers

are managers, directors or officers, or have a substantial financial

interest, shall be either void or voidable for this reason alone or by

reason alone that such manager or managers are present at the meeting of

the managers, or of a class thereof, which approves such contract or

transaction, or that his or her or their votes are counted for such

purpose:

(1) if the material facts as to such manager's interest in such

contract or transaction and as to any such common managership,

directorship, officership or financial interest are disclosed in good

faith or known to the other managers or class of managers, and the

managers or such class approve such contract or transaction by a vote

sufficient for such purpose without counting the vote of such interested

manager or, if the votes of the disinterested managers are insufficient

to constitute an act of the managers pursuant to section four hundred

eight of this article, by unanimous vote of the disinterested managers;

or

(2) if the material facts as to such manager's interest in such

contract or transaction and as to any such common managership,

directorship, officership or financial interest are disclosed in good

faith or known to the members entitled to vote thereon, and such

contract or transaction is approved by vote of such members.

(b) If such good faith disclosure of the material facts as to the

manager's interest in the contract or transaction and as to any such

common managership, directorship, officership or financial interest is

made to the managers or members, or known to the managers or class of

managers or members approving such contract or transaction, as provided

in subdivision (a) of this section, the contract or transaction may not

be avoided by the limited liability company for the reasons set forth in

subdivision (a) of this section. If there was no such disclosure or

knowledge, or if the vote of such interested manager was necessary for

the approval of such contract or transaction at a meeting of the

managers or class of managers at which it was approved, the limited

liability company may avoid the contract or transaction unless the party

or parties thereto shall establish affirmatively that the contract or

transaction was fair and reasonable as to the limited liability company

at the time it was approved by the managers, a class of managers or the

members.

(c) Common or interested managers may be counted in determining the

presence of a quorum at a meeting of the managers or of a class of

managers that approves such contract or transaction.

(d) The operating agreement may contain additional restrictions on

contracts or transactions between a limited liability company and its

managers and may provide that contracts or transactions in violation of

such restrictions shall be void or voidable by the limited liability

company.

(e) Unless otherwise provided in the operating agreement, the managers

shall have authority to fix the compensation of managers for services in

any capacity.

Agency of members or managers. (a) Unless the articles of

organization of a limited liability company provide that management

shall be vested in a manager or managers, every member is an agent of

the limited liability company for the purpose of its business, and the

act of every member, including the execution in the name of the limited

liability company of any instrument, for apparently carrying on in the

usual way the business of the limited liability company, binds the

limited liability company, unless (i) the member so acting has in fact

no authority to act for the limited liability company in the particular

matter and (ii) the person with whom he or she is dealing has knowledge

of the fact that the member has no such authority.

(b) If the articles of organization of a limited liability company

provide that management shall be vested in one or more managers:

(1) no member, solely by reason of being a member, is an agent of the

limited liability company for the purpose of its business except to the

extent that authority has been delegated to such member by the manager

or managers or by the provisions of the operating agreement; and

(2) every manager is an agent of the limited liability company for the

purpose of its business, and the act of every manager, including the

execution in the name of the limited liability company of any

instrument, for apparently carrying on in the usual way the business of

the limited liability company binds the limited liability company,

unless (A) the manager acting has in fact no authority to act for the

limited liability company in the particular matter and (B) the person

with whom he or she is dealing has knowledge of the fact that the

manager has no such authority.

(c) An act of a member or manager that is not apparently for the

carrying on of the business of the limited liability company in the

usual way does not bind the limited liability company unless authorized

in fact by the limited liability company in the particular matter.

(d) No act of a member, manager or other agent of a limited liability

company in contravention of a restriction on authority shall bind the

limited liability company to persons having knowledge of the

restriction.

Election and term of managers. (a) Except as provided in the

operating agreement, if the articles of organization provides that

management shall be vested in one or more managers, the members shall

vote in accordance with section four hundred two of this article to

designate or elect annually the manager or managers of the limited

liability company.

(b) Each manager shall hold the office and have the terms (which may

be unlimited) and responsibilities accorded to him or her by the members

and set out in the operating agreement until his or her successor has

been elected and qualified or until his or her earlier resignation or

removal.

(c) Except as provided in the operating agreement, the initial

managers shall hold office until the first annual meeting of members and

until their successors have been elected and qualified.

(d) The number of managers may be increased or decreased by amendment

to and in the manner provided in the operating agreement.

Removal or replacement of managers. Except as provided in the

operating agreement, any or all managers of a limited liability company

may be removed or replaced with or without cause by a vote of a majority

in interest of the members entitled to vote thereon.

Resignation of managers. Except as provided in the operating

agreement, a manager may resign at any time by giving written notice to

the limited liability company; provided, however, that if the

resignation violates any provision contained in the operating agreement

or the provision of any contractual agreement between the manager and

the limited liability company, the limited liability company may recover

from such manager damages for such breach as provided by such operating

agreement or contract or by law. The election of a manager shall not of

itself create contract rights.

Vacancies. (a) Except as provided in the operating agreement,

if management of the limited liability company is vested in a group of

managers, any vacancies occurring in such group may be filled by the

vote of a majority in interest of the members entitled to vote thereon.

(b) Except as provided in the operating agreement, a manager chosen to

fill a vacancy shall serve the unexpired term of his or her predecessor.

(c) Except as provided in the operating agreement, any manager's

position filled by reason of an increase in the number of managers shall

be filled by the vote of a majority in interest of the members entitled

to vote thereon.

(d) Except as provided in the operating agreement, a manager chosen to

fill a position resulting from an increase in the number of managers

shall hold office until the next annual meeting of members or until a

successor has been elected and qualified.

Operating agreement. (a) Subject to the provisions of this

chapter, the members of a limited liability company shall adopt a

written operating agreement that contains any provisions not

inconsistent with law or its articles of organization relating to (i)

the business of the limited liability company, (ii) the conduct of its

affairs and (iii) the rights, powers, preferences, limitations or

responsibilities of its members, managers, employees or agents, as the

case may be.

The operating agreement may set forth a provision eliminating or

limiting the personal liability of managers to the limited liability

company or its members for damages for any breach of duty in such

capacity, provided that no such provision shall eliminate or limit:

(1) the liability of any manager if a judgment or other final

adjudication adverse to him or her establishes that his or her acts or

omissions were in bad faith or involved intentional misconduct or a

knowing violation of law or that he or she personally gained in fact a

financial profit or other advantage to which he or she was not legally

entitled or that with respect to a distribution the subject of

subdivision (a) of section five hundred eight of this chapter his or her

acts were not performed in accordance with section four hundred nine of

this article; or

(2) the liability of any manager for any act or omission prior to the

adoption of a provision authorized by this subdivision.

(b) The operating agreement of a limited liability company may be

amended from time to time as provided therein; provided, however, that,

except as otherwise provided in the operating agreement or the articles

of organization, without the written consent of each member adversely

affected thereby, (i) no amendment of the operating agreement or (ii) to

the extent any provision concerning (A) the obligations of any member to

make contributions, (B) the allocation for tax purposes of any items of

income, gain, loss, deduction or credit, (C) the manner of computing the

distributions of any member or (D) the compromise of an obligation of a

member to make a contribution is contained in the articles of

organization, no amendment of such provision in the articles of

organization, shall be made that (i) increases the obligations of any

member to make contributions, (ii) alters the allocation for tax

purposes of any items of income, gain, loss, deduction or credit, (iii)

alters the manner of computing the distributions of any member or (iv)

allows the obligation of a member to make a contribution to be

compromised by consent of less than all the members.

(c) An operating agreement may be entered into before, at the time of

or within ninety days after the filing of the articles of organization.

Regardless of whether such agreement was entered into before, at the

time of or after such filing, such agreement, may be effective upon the

formation of the limited liability company or at such later time or date

as provided in the operating agreement; provided, however, under no

circumstances shall an operating agreement become effective prior to the

formation of such company.

Classes and voting of members. (a) The articles of organization

of a limited liability company may provide for classes or groups of

members having such relative rights, powers, preferences and limitations

as the operating agreement of such limited liability company may

provide. The articles of organization may make provision for the future

creation, in the manner provided in the operating agreement, of

additional classes of members having such relative rights, powers,

preferences and limitations as may from time to time be established

pursuant to the operating agreement, including rights, powers,

preferences, limitations and duties senior to existing classes of

members. The operating agreement may grant to or withhold from all or

one or more classes of members the right to vote upon any matter on the

basis of capital contributions, capital commitments or capital accounts

or on a per capita, class or other basis.

(b) The operating agreement may set forth provisions relating to

notice of the time, place or purpose of any meeting at which any matter

is to be voted on by any members, waiver of any such notice, action by

consent without a meeting, the establishment of a record date, quorum

requirements, voting in person or by proxy or any other matter with

respect to the exercise of any such right to vote.

Classes and voting of managers. (a) The articles of

organization of a limited liability company may provide for classes or

groups of managers having such relative rights, powers, preferences and

limitations as the operating agreement may provide. The articles of

organization may make provision for the future creation, in the manner

provided in the operating agreement, of additional classes of managers

having such relative rights, powers, preferences and limitations as may

from time to time be established pursuant to the operating agreement,

including rights, powers, preferences, limitations and duties senior to

existing classes of managers. The operating agreement may provide for

the classification of managers within classes of managers for the

purpose of determining the terms of office of such managers and may

grant to all or to one or more classes of managers the right to vote

upon any matter on a per capita, class or other basis.

(b) The operating agreement may set forth provisions relating to

notice of the time, place or purpose of any meeting at which any matter

is to be voted on by any managers, waiver of any such notice, action by

consent without a meeting, the establishment of a record date, quorum

requirements, voting in person or by proxy or any other matter with

respect to the exercise of any such right to vote.

Indemnification. Subject to the standards and restrictions, if

any, set forth in its operating agreement, a limited liability company

may, and shall have the power to, indemnify and hold harmless, and

advance expenses to, any member, manager or other person, or any

testator or intestate of such member, manager or other person, from and

against any and all claims and demands whatsoever; provided, however,

that no indemnification may be made to or on behalf of any member,

manager or other person if a judgment or other final adjudication

adverse to such member, manager or other person establishes (a) that his

or her acts were committed in bad faith or were the result of active and

deliberate dishonesty and were material to the cause of action so

adjudicated or (b) that he or she personally gained in fact a financial

profit or other advantage to which he or she was not legally entitled.

Form of capital contributions. The contribution of a member to

the capital of a limited liability company may be in cash, property or

services rendered or a promissory note or other obligation to contribute

cash or property or to render services, or any combination of the

foregoing.

Liability for contributions. (a) Except as provided in the

operating agreement, a member is obligated to the limited liability

company to perform any promise to contribute cash or property or to

perform services that is otherwise enforceable in accordance with

applicable law, even if he or she is unable to perform because of death,

disability or any other reason. Except as provided in the operating

agreement, if a member does not make any required contribution of

property or services, he or she is obligated at the option of the

limited liability company to contribute cash equal to that portion of

the value, as stated in the records of the limited liability company, if

so stated, of the contribution that he or she has not made. The

foregoing option shall be in addition to, and not in lieu of, any other

rights, including the right to specific performance, that the limited

liability company may have against such member under the operating

agreement or applicable law.

(b) Unless otherwise provided in the operating agreement and except as

provided in section six hundred five of this chapter, the obligation of

a member to make a contribution or to return money or other property

paid or distributed in violation of this chapter may be compromised only

by consent of all the members. Notwithstanding the compromise, a

creditor of a limited liability company who extends credit in reliance

on the obligation of any member may enforce the original obligation to

the extent he or she reasonably relied on such obligation after the

member signed a writing which reflects the obligation and the creditor

extended credit before the compromise. A conditional obligation of a

member to make a contribution or return money or other property to a

limited liability company may not be enforced unless the conditions to

the obligation have been satisfied or waived as to or by such member.

Conditional obligations include contributions payable upon a

discretionary call of a limited liability company or a member prior to

the time the call occurs.

(c) The operating agreement may provide that the membership interest

of any member who fails to make any required contribution shall be

subject to specified consequences of such failure. Such consequences may

include, but are not limited to, reduction or elimination of the

defaulting member's interest, subordination of the defaulting member's

interest to that of nondefaulting members, a forced sale of the

defaulting member's interest, forfeiture of the defaulting member's

interest, the lending by the other members of the amount necessary to

meet the defaulting member's commitment, a fixing of the value of the

defaulting member's interest by appraisal or by formula and redemption

or sale of such member's interest at such value, or other consequences.

Sharing of profits and losses. The profits and losses of a

limited liability company shall be allocated among the members, and

among the classes of members, if any, in the manner provided in the

operating agreement. If the operating agreement does not so provide,

profits and losses shall be allocated on the basis of the value, as

stated in the records of the limited liability company if so stated, of

the contributions of each member, but not including defaulted

obligations to make contributions, to the extent they have been received

by or promised to the limited liability company and have not been

returned to any such member.

Sharing of distributions. Distributions of cash or other assets

of a limited liability company shall be allocated among the members, and

among classes of members, if any, in the manner provided in the

operating agreement, which may, among other things, establish record

dates for distributions. If the operating agreement does not so provide,

distributions shall be allocated on the basis of the value, as stated in

the records of the limited liability company, if so stated, of the

contributions of each member, but not including defaulted obligations to

make contributions, to the extent they have been received by or promised

to the limited liability company and have not been returned to any such

member.

Distributions in kind. (a) Except as provided in the operating

agreement, a member, regardless of the nature of his or her

contribution, has no right to demand and receive any distribution from

the limited liability company in any form other than cash.

(b) Except as provided in the operating agreement, a member may not be

compelled to accept a distribution of any asset in kind from a limited

liability company to the extent that the percentage of the asset

distributed to him or her exceeds a percentage of that asset that is

equal to the percentage in which he or she shares in distributions from

the limited liability company.

Right to distribution. Subject to sections five hundred eight

and seven hundred four of this chapter, at the time a member becomes

entitled to receive a distribution, such member has the status of, and

is entitled to all remedies available to, a creditor of the limited

liability company with respect to the distribution.

Interim distributions. Except as provided in this chapter, to

the extent and at the times or upon the happening of events specified in

the operating agreement, a member is entitled to receive distributions

from a limited liability company before his or her withdrawal from the

limited liability company and before the dissolution and winding up of

the limited liability company.

Limitations on distributions. (a) A limited liability company

shall not make a distribution to a member to the extent that, at the

time of the distribution, after giving effect to the distribution, all

liabilities of the limited liability company, other than liabilities to

members on account of their membership interests and liabilities for

which recourse of creditors is limited to specified property of the

limited liability company, exceed the fair market value of the assets of

the limited liability company, except that the fair market value of

property that is subject to a liability for which the recourse of

creditors is limited shall be included in the assets of the limited

liability company only to the extent that the fair value of such

property exceeds such liability.

(b) A member who receives a distribution in violation of subdivision

(a) of this section, and who knew at the time of distribution that the

distribution violated subdivision (a) of this section, shall be liable

to the limited liability company for the amount of the distribution. A

member who receives a distribution in violation of subdivision (a) of

this section, and who did not know at the time of the distribution that

the distribution violated subdivision (a) of this section, shall not be

liable for the amount of the distribution. Subject to subdivision (c) of

this section, this subdivision shall not affect any obligation or

liability of a member under the operating agreement or other applicable

law for the amount of a distribution.

(c) Unless otherwise agreed, a member who receives a wrongful

distribution from a limited liability company shall have no liability

under this article or other applicable law for the amount of the

distribution after the expiration of three years from the date of the

distribution.

Distribution upon withdrawal. Except as provided in this

chapter, upon withdrawal as a member of the limited liability company,

any withdrawing member is entitled to receive any distribution to which

he or she is entitled under the operating agreement and, if not

otherwise provided in the operating agreement, he or she is entitled to

receive, within a reasonable time after withdrawal, the fair value of

his or her membership interest in the limited liability company as of

the date of withdrawal based upon his or her right to share in

distributions from the limited liability company.

Nature of membership interest. A membership interest in the

limited liability company is personal property. A member has no interest

in specific property of the limited liability company.

Admission of members. (a) A person becomes a member of a

limited liability company on the later of:

(1) the effective date of the initial articles of organization; or

(2) the date as of which the person becomes a member pursuant to this

section or the operating agreement; provided, however, that if such date

is not ascertainable, the date stated in the records of the limited

liability company.

(b) After the effective date of a limited liability company's initial

articles of organization, a person may be admitted as a member:

(1) in the case of a person acquiring a membership interest directly

from the limited liability company, upon compliance with the operating

agreement or, if the operating agreement does not so provide, upon the

vote or written consent of a majority in interest of the members;

(2) in the case of an assignee of a membership interest of a member

who has the power, as provided in the operating agreement, to grant the

assignee the right to become a member, upon the exercise of that power

and compliance with any conditions limiting the grant or exercise of the

power; or

(3) unless otherwise provided in an agreement of merger or

consolidation or the operating agreement, in the case of a person

acquiring a membership interest in a surviving or resulting limited

liability company pursuant to a merger or consolidation approved in

accordance with subdivision (b) of section one thousand one of this

chapter, at the time provided in and upon compliance with the operating

agreement of the surviving or resulting limited liability company.

Assignment of membership interest. (a) Except as provided in

the operating agreement,

(1) a membership interest is assignable in whole or in part;

(2) an assignment of a membership interest does not dissolve a limited

liability company or entitle the assignee to participate in the

management and affairs of the limited liability company or to become or

to exercise any rights or powers of a member;

(3) the only effect of an assignment of a membership interest is to

entitle the assignee to receive, to the extent assigned, the

distributions and allocations of profits and losses to which the

assignor would be entitled; and

(4) a member ceases to be a member and to have the power to exercise

any rights or powers of a member upon assignment of all of his or her

membership interest. Unless otherwise provided in the operating

agreement, the pledge of, or the granting of a security interest, lien

or other encumbrance in or against, any or all of the membership

interest of a member shall not cause the member to cease to be a member

or to cease to have the power to exercise any rights or powers of a

member.

(b) The operating agreement may provide that a member's interest may

be evidenced by a certificate issued by the limited liability company

and may also provide for the assignment or transfer of any of the

interest represented by such a certificate. A member's interest may be a

certificated security or an uncertificated security within the meaning

of section 8--102 of the uniform commercial code if the requirements of

section 8--103(c) are met, and if the requirements are not met such

interest shall, for purposes of the uniform commercial code, be deemed

to be a general intangible asset. The existence of the restrictions on

the sale or transfer of a membership interest, as contained in this

chapter and, if applicable, in the operating agreement, shall be noted

conspicuously on the face or back of every certificate representing a

membership interest issued by a limited liability company. Any sale or

transfer in violation of such restrictions shall be void.

(c) Unless otherwise provided in an operating agreement and except to

the extent assumed by agreement, until the time, if any, that an

assignee of a membership interest becomes a member, the assignee shall

have no liability as a member solely as a result of the assignment.

Rights of assignee to become a member. (a) Except as provided

in the operating agreement, an assignee of a membership interest may not

become a member without the vote or written consent of at least a

majority in interest of the members, other than the member who assigned

or proposes to assign such membership interest.

(b) An assignee who has become a member has, to the extent assigned,

the rights, powers, preferences and limitations and is subject to the

restrictions and liabilities, of a member under the articles of

organization, the operating agreement and this chapter. Notwithstanding

the foregoing, unless otherwise provided in the operating agreement, an

assignee who becomes a member is liable for the obligations of his or

her assignor to make contributions as provided in section five hundred

two of this chapter, but shall not be liable for the obligations of his

or her assignor under sections six hundred six and five hundred eight of

this chapter. However, the assignee is not obligated for (i)

liabilities, including the obligations of his or her assignor to make

contributions as provided in section five hundred two of this chapter,

unknown to the assignee at the time he or she becomes a member and that

could not be ascertained from the operating agreement or (ii) any

accrued liabilities of the assignor at the time of assignment unless the

assignee specifically assumes such liabilities.

Liability upon assignment. Whether or not an assignee of a

membership interest becomes a member, the assignor of a membership

interest is not released from any liability under this chapter or the

operating agreement, except liabilities that arise after the

effectiveness of the assignment and are pursuant to section two hundred

ten of this chapter, section five hundred eight of this chapter or, in

the event the assignee becomes a member, unless otherwise provided in

the operating agreement, section five hundred two of this chapter.

Withdrawal of a member. (a) A member may withdraw as a member

of a limited liability company only at the time or upon the happening of

events specified in the operating agreement and in accordance with the

operating agreement. Notwithstanding anything to the contrary under

applicable law, unless an operating agreement provides otherwise, a

member may not withdraw from a limited liability company prior to the

dissolution and winding up of the limited liability company.

Notwithstanding anything to the contrary under applicable law, an

operating agreement may provide that a membership interest may not be

assigned prior to the dissolution and winding up of the limited

liability company.

(b) A limited liability company whose original article of organization

were filed with the secretary of state and effective prior to the

effective date of this subdivision shall continue to be governed by this

section as in effect on such date and shall not be governed by this

section, unless otherwise provided in the operating agreement.

Rights of creditors of members. (a) On application to a court

of competent jurisdiction by any judgment creditor of a member, the

court may charge the membership interest of the member with payment of

the unsatisfied amount of the judgment with interest. To the extent so

charged, the judgment creditor has only the rights of an assignee of the

membership interest. This chapter does not deprive any member of the

benefit of any exemption laws applicable to his or her membership

interest.

(b) No creditor of a member shall have any right to obtain possession

of, or otherwise exercise legal or equitable remedies with respect to,

the property of the limited liability company.

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

member who is a natural person dies or a court of competent jurisdiction

adjudges him or her to be incompetent to manage his or her person or his

or her property, the member's executor, administrator, guardian,

conservator or other legal representative may exercise all of the

member's rights for the purpose of settling his or her estate or

administering his or her property, including any power under the

operating agreement of an assignee to become a member. If a member is a

corporation, trust or other entity and is dissolved or terminated, the

powers of that member may be exercised by its legal representative or

successor.

Liability of members, managers and agents. (a) Neither a member

of a limited liability company, a manager of a limited liability company

managed by a manager or managers nor an agent of a limited liability

company (including a person having more than one such capacity) is

liable for any debts, obligations or liabilities of the limited

liability company or each other, whether arising in tort, contract or

otherwise, solely by reason of being such member, manager or agent or

acting (or omitting to act) in such capacities or participating (as an

employee, consultant, contractor or otherwise) in the conduct of the

business of the limited liability company.

(b) Notwithstanding the provisions of subdivision (a) of this section,

all or specified members of a limited liability company may be liable in

their capacity as members for all or specified debts, obligations or

liabilities of a limited liability company if (l) a statement to such

effect is specifically contained in the articles of organization of the

limited liability company and (2) any such member so liable shall have

(i) specifically consented in writing (A) to the adoption of such

provisions or (B) to be bound by such provision or (ii) specifically

voted for the adoption of such provision. The absence of either such

statement in the articles of organization or such consent or vote of any

such member shall in no way affect or impair the ability of a member to

act as a guarantor or a surety for, provide collateral for or otherwise

be liable for, the debts, obligations or liabilities of a limited

liability company as authorized pursuant to section six hundred eleven

of this article.

(c) Notwithstanding the provisions of subdivisions (a) and (b) of this

section, the ten members with the largest percentage ownership interest,

as determined as of the beginning of the period during which the unpaid

services referred to in this section are performed, of every domestic

limited liability company, or of any foreign limited liability company,

when the unpaid services were performed in the state, shall jointly and

severally be personally liable for all debts, wages or salaries due and

owing to any of its laborers, servants or employees, for services

performed by them for such limited liability company. Before such

laborer, servant or employee shall charge such member for such services,

he or she shall give notice in writing to such member that he or she

intends to hold such member liable under this section. Such notice shall

be given within one hundred eighty days after termination of such

services. An action to enforce such liability shall be commenced within

ninety days after the return of an execution unsatisfied against the

limited liability company upon a judgment recovered against it for such

services. A member who has paid more than his or her pro rata share

under this section shall be entitled to contribution pro rata from the

other members liable under this section with respect to the excess so

paid, over and above his or her pro rata share, and may sue them jointly

or severally or any number of them to recover the amount due from them.

Such recovery may be had in a separate action. As used in this

subdivision, "pro rata" means in proportion to percentage ownership

interest. Before a member may claim contribution from other members

under this section, he or she shall give them notice in writing that he

or she intends to hold them so liable to him or her.

(d) For the purposes of this section, wages or salaries shall mean all

compensation and benefits payable by an employer to or for the account

of the employee, servant or laborer, for services performed by them for

such limited liability company. These shall specifically include but not

be limited to salaries, overtime, vacation, holiday and severance pay;

employer contributions to or payments of insurance or welfare benefits;

employer contributions to pension or annuity funds; and any other moneys

properly due or payable for services rendered by such employee, servant

or laborer, including any concomitant liquidated damages, penalties,

interest, attorneys' fees or costs.

Parties to actions. A member of a limited liability company is

not a proper party to proceedings by or against a limited liability

company, except where the object is to enforce a member's right against

or liability to the limited liability company.

Business transactions of a member with the limited liability

company. Except as may be provided in the operating agreement, a member

may lend money to, borrow money from, act as a guarantor or surety for,

provide collateral for the obligations of and transact other business

with the limited liability company and, subject to other applicable law,

has the same rights and obligations with respect thereto as a person who

is not a member.

Dissolution. (a) A limited liability company is dissolved and

its affairs shall be wound up upon the first to occur of the following:

(1) the latest date on which the limited liability company is to

dissolve, if any, provided in the articles of organization, or the time

specified in the operating agreement, but if no such date is provided in

the articles of organization and if no such time is specified in the

operating agreement, then the limited liability company shall have a

perpetual existence;

(2) the happening of events specified in the operating agreement;

(3) subject to any requirement in the operating agreement requiring

approval by any greater or lesser percentage in interest of the members

or class or classes or group or groups of members, the vote or written

consent of at least a majority in interest of the members or, if there

is more than one class or group of members, then by at least a majority

in interest of each class or group of members;

(4) at any time there are no members, provided that, unless otherwise

provided in the operating agreement, the limited liability company is

not dissolved and is not required to be wound up if, within one hundred

eighty days or such other period as is provided for in the operating

agreement after the occurrence of the event that terminated the

continued membership of the last remaining member, the legal

representative of the last remaining member agrees in writing to

continue the limited liability company and to the admission of the legal

representative of such member or its assignee to the limited liability

company as a member, effective as of the occurrence of the event that

terminated the continued membership of the last remaining member; or

(5) the entry of a decree of judicial dissolution under section seven

hundred two of this article.

(b) Unless otherwise provided in the operating agreement, the death,

retirement, resignation, expulsion, bankruptcy or dissolution of any

member or the occurrence of any other event that terminates the

continued membership of any member shall not cause the limited liability

company to be dissolved or its affairs to be wound up, and upon the

occurrence of any such event, the limited liability company shall be

continued without dissolution, unless within one hundred eighty days

following the occurrence of such event, a majority in interest of all of

the remaining members of the limited liability company or, if there is

more than one class or group of members, then by a majority in interest

of all the remaining members of each class or group of members, vote or

agree in writing to dissolve the limited liability company.

(c) A limited liability company whose original articles of

organization were filed with the secretary of state and effective prior

to the effective date of this subdivision shall continue to be governed

by this section as in effect on such date and shall not be governed by

this section, unless otherwise provided in the operating agreement.

Judicial dissolution. On application by or for a member, the

supreme court in the judicial district in which the office of the

limited liability company is located may decree dissolution of a limited

liability company whenever it is not reasonably practicable to carry on

the business in conformity with the articles of organization or

operating agreement. A certified copy of the order of dissolution shall

be filed by the applicant with the department of state within thirty

days of its issuance.

Winding up. (a) In the event of a dissolution of a limited

liability company, except for a dissolution pursuant to section seven

hundred two of this article, unless otherwise provided in the operating

agreement, the members may wind up the limited liability company's

affairs. Upon cause shown, the supreme court in the judicial district in

which the office of the limited liability company is located may wind up

the limited liability company's affairs upon application of any member,

or his or her legal representative or assignee, and in connection

therewith may appoint a receiver or liquidating trustee.

(b) Upon dissolution of a limited liability company, the persons

winding up the limited liability company's affairs may, in the name of

and for and on behalf of the limited liability company, prosecute and

defend suits, whether civil, criminal or administrative, settle and

close the limited liability company's business, dispose of and convey

the limited liability company's property, discharge the limited

liability company's liabilities and distribute to the members any

remaining assets of the limited liability company, all without affecting

the liability of members including members participating in the winding

up of the limited liability company's affairs.

Distribution of assets. Upon the winding up of a limited

liability company, the assets shall be distributed as follows:

(a) to creditors, including members who are creditors, to the extent

permitted by law, in satisfaction of liabilities of the limited

liability company, whether by payment or by establishment of adequate

reserves, other than liabilities for distributions to members and former

members under section five hundred seven or section five hundred nine of

this chapter;

(b) except as provided in the operating agreement, to members and

former members in satisfaction of liabilities for distributions under

section five hundred seven or section five hundred nine of this chapter;

and

(c) except as provided in the operating agreement, to members first

for the return of their contributions, to the extent not previously

returned, and second respecting their membership interests, in the

proportions in which the members share in distributions in accordance

with section five hundred four of this chapter.

Articles of dissolution. (a) Within ninety days following the

dissolution and the commencement of winding up of the limited liability

company, or at any other time after the expiration of the time period

for continuation of the limited liability company without the agreement

in writing to continue by the legal representative of the last remaining

member under paragraph four of subdivision (a) of section seven hundred

one of this article has expired, articles of dissolution shall be filed

with the department of state entitled "Articles of dissolution of...

(name of limited liability company) under section seven hundred five of

the Limited Liability Company Law" and executed in accordance with

section two hundred seven of this chapter. The articles of dissolution

shall set forth:

(1) the name of the limited liability company; and if it has been

changed, the name under which it was formed;

(2) the date of filing of its articles of organization;

(3) the event giving rise to the filing of the articles of

dissolution; and

(4) any other information the persons filing the articles determine.

(b) The cancellation of the articles of organization is effective at

the time of filing of the articles of dissolution.

(c) The cancellation of the articles of organization shall not affect

the liability of the members during the period of winding up and

termination of the limited liability company.

Governing law. Subject to the constitution of this state:

(a) the laws of the jurisdiction under which a foreign limited

liability company is formed govern its organization and internal affairs

and the liability of its members and managers; and

(b) a foreign limited liability company may not be denied a

certificate of authority by reason of any difference between such laws

and the laws of this state.

Application for authority. (a) Before doing business in this

state, a foreign limited liability company shall apply for authority to

do business in this state by submitting to the department of state (i) a

certificate of existence or, if no such certificate is issued by the

jurisdiction of formation, a certified copy of the articles of

organization of the limited liability company and all subsequent

amendments thereto or, if no articles of organization have been filed, a

certified copy of the certificate filed as its organizational basis and

all amendments thereto (if such certificate or certified copy is in a

foreign language, a translation in English thereof under oath of the

translator shall be attached thereto) and (ii) an application for

authority as a foreign limited liability company entitled "Application

for authority of... (name of foreign limited liability company) under

section eight hundred two of the Limited Liability Company Law," signed

and setting forth:

(1) the name of the foreign limited liability company and, if a

foreign liability company's name is not acceptable for authorization

pursuant to section two hundred four of this chapter, the fictitious

name under which it proposes to apply for authority and do business in

this state, which name shall be in compliance with section two hundred

four of this chapter and shall be used by the foreign limited liability

company in all its dealings with the department of state and in the

conduct of its business in this state. The provisions of section one

hundred thirty of the general business law shall not apply to any

fictitious name filed by a foreign limited liability company pursuant to

this section, and a filing under section one hundred thirty of the

general business law shall not constitute the adoption of a fictitious

name;

(2) the jurisdiction and date of its organization;

(3) the county within this state in which the office of the foreign

limited liability company is to be located or if the foreign limited

liability company shall maintain more than one office in this state, the

county within the state in which the principal office of the foreign

limited liability company is to be located;

(4) a designation of the secretary of state as its agent upon whom

process against it may be served and the post office address within or

without this state to which the secretary of state shall mail a copy of

any process against it served upon him or her. The limited liability

company may include an email address to which the secretary of state

shall email a notice of the fact that process against it has been

electronically served upon him or her;

(5) if it is to have a registered agent, his or her name and address

within the state and a statement that the registered agent is to be its

agent upon whom process may be served;

(6) the address of the office required to be maintained in the

jurisdiction of its formation by the laws of that jurisdiction or, if

not so required, of the principal office of the foreign limited

liability company;

(7) a statement that the foreign limited liability company is in

existence in the jurisdiction of its formation at the time of the filing

of such application; and

(8) the name and address of the authorized officer in the jurisdiction

of its formation where a copy of its articles of organization is filed

or, if no public filing of its articles of organization is required by

the law of the jurisdiction of formation, a statement that the foreign

limited liability company shall provide, on request, a copy thereof with

all amendments thereto (if such documents are in a foreign language, a

translation in English thereof under oath of the translator shall be

attached thereto), and the name and post office address of the person

responsible for providing such copies.

(b) (i) Within one hundred twenty days after the filing of the

application for authority with the department of state, a copy of the

same or a notice containing the substance thereof shall be published

once in each week for six successive weeks, in two newspapers of the

county within this state in which the office of the foreign limited

liability company is located, one newspaper to be printed weekly and one

newspaper to be printed daily, to be designated by the county clerk.

When such county is located within a city with a population of one

million or more, such designation shall be as though the copy or notice

were a notice or advertisement of judicial proceedings. Proof of the

publication required by this paragraph, consisting of the certificate of

publication of the foreign limited liability company with the affidavits

of publication of such newspapers annexed thereto, must be filed with

the department of state. Notwithstanding any other provision of law, if

the office of the foreign limited liability company is located in a

county wherein a weekly or daily newspaper of the county, or both, has

not been so designated by the county clerk, then the publication herein

required shall be made in a weekly or daily newspaper of any county, or

both, as the case may be, which is contiguous to, such county, provided

that any such newspaper meets all the other requirements of this

paragraph. A copy or notice published in a newspaper other than the

newspaper or newspapers designated by the county clerk shall not be

deemed to be one of the publications required by this subdivision. The

notice shall include: (l) the name of the foreign limited liability

company; (2) the date of filing of the application for authority with

the department of state; (3) the jurisdiction and date of its

organization; (4) the county within this state, in which the office of

the foreign limited liability company is located; (4-a) the street

address of the principal business location, if any; (5) a statement that

the secretary of state has been designated as agent of the foreign

limited liability company upon whom process against it may be served and

the post office address within or without this state to which the

secretary of state shall mail a copy of any process against it served

upon him or her; (6) if the foreign limited liability company is to have

a registered agent, his or her name and address within this state and a

statement that the registered agent is to be the agent of the foreign

limited liability company upon whom process against it may be served;

(7) the address of the office required to be maintained in the

jurisdiction of its organization by the laws of that jurisdiction or, if

not so required, of the principal office of the foreign limited

liability company; (8) the name and address of the authorized officer in

its jurisdiction of organization where a copy of its certificate of

organization is filed or, if no public filing of its certificate of

organization is required by the law of its jurisdiction of organization,

a statement that the foreign limited liability company shall provide, on

request, a copy thereof with all amendments thereto (if such documents

are in a foreign language, a translation thereof under oath of the

translator shall be attached thereto), and the name and post office

address of the person responsible for providing such copies; and (9) the

character or purpose of the business of such foreign limited liability

company. Where, at any time after completion of the first of the six

weekly publications required by this paragraph and prior to the

completion of the sixth such weekly publication, there is a change in

any of the information contained in the copy or notice as published, the

foreign limited liability company may complete the remaining

publications of the original copy or notice, and the foreign limited

liability company shall not be required to publish any further or

amended copy or notice. Where, at any time after completion of the six

weekly publications required by this paragraph, there is a change to any

of the information contained in the copy or notice as published, no

further or amended publication or republication shall be required to be

made. If within one hundred twenty days after the filing of its

application for authority with the department of state, proof of such

publication, consisting of the certificate of publication of the foreign

limited liability company with the affidavits of publication of the

newspapers annexed thereto has not been filed with the department of

state, the authority of such foreign limited liability company to carry

on, conduct or transact any business in this state shall be suspended,

effective as of the expiration of such one hundred twenty day period.

The failure of a foreign limited liability company to cause such copy or

notice to be published and such certificate of publication and

affidavits of publication to be filed with the department of state

within such one hundred twenty day period or the suspension of such

foreign limited liability company's authority to carry on, conduct or

transact business in this state pursuant to this paragraph shall not

limit or impair the validity of any contract or act of such foreign

limited liability company, or any right or remedy of any other party

under or by virtue of any contract, act or omission of such foreign

limited liability company, or the right of any other party to maintain

any action or special proceeding on any such contract, act or omission,

or right of such foreign limited liability company to defend any action

or special proceeding in this state, or result in any member, manager or

agent of such foreign limited liability company becoming liable for the

contractual obligations or other liabilities of the foreign limited

liability company. If, at any time following the suspension of a foreign

limited liability company's authority to carry on, conduct or transact

business in this state pursuant to this paragraph, such foreign limited

liability company shall cause proof of publication in substantial

compliance with the provisions (other than the one hundred twenty day

period) of this paragraph, consisting of the certificate of publication

of the foreign limited liability company with the affidavits of

publication of the newspapers annexed thereto, to be filed with the

department of state, such suspension of such foreign limited liability

company's authority to carry on, conduct or transact business shall be

annulled.

(ii)(1) A foreign limited liability company which was formed and filed

its application for authority with the department of state prior to the

effective date of this paragraph and complied with the publication and

filing requirements of this subdivision as in effect prior to such

effective date shall not be required to make any publication or

republication or any filing under paragraph (i) of this subdivision, and

shall not be subject to suspension pursuant to this subdivision.

(2) Within twelve months after the effective date of this paragraph, a

foreign limited liability company which was formed and filed its

application for authority with the department of state prior to such

effective date and which did not comply with the publication and filing

requirements of this subdivision as in effect prior to such effective

date shall publish a copy of its application for authority or a notice

containing the substance thereof in the manner required (other than the

one hundred twenty day period) by this subdivision as in effect prior to

such effective date and file proof of such publication, consisting of

the certificate of publication of the foreign limited liability company

with the affidavits of publication of the newspapers annexed thereto,

with the department of state.

(3) If a foreign limited liability company that is subject to the

provisions of subparagraph two of this paragraph fails to file the

required proof of publication with the department of state within twelve

months after the effective date of this paragraph, its authority to

carry on, conduct or transact any business in this state shall be

suspended, effective as of the expiration of such twelve month period.

(4) The failure of a foreign limited liability company that is subject

to the provisions of subparagraph two of this paragraph to fully comply

with the provisions of said subparagraph two or the suspension of such

foreign limited liability company's authority to carry on, conduct or

transact any business in this state pursuant to subparagraph three of

this paragraph shall not impair or limit the validity of any contract or

act of such foreign limited liability company, or any right or remedy of

any other party under or by virtue of any contract, act or omission of

such foreign limited liability company, or the right of any other party

to maintain any action or special proceeding on any such contract, act

or omission, or right of such foreign limited liability company to

defend any action or special proceeding in this state, or result in any

member, manager or agent of such foreign limited liability company

becoming liable for the contractual obligations or other liabilities of

the foreign limited liability company.

(5) If, at any time following the suspension of a foreign limited

liability company's authority to carry on, conduct or transact business

in this state, pursuant to subparagraph three of this paragraph, such

foreign limited liability company shall cause proof of publication in

substantial compliance with the provisions (other than the one hundred

twenty day period) of paragraph (i) of this subdivision, consisting of

the certificate of publication of the foreign limited liability company

with the affidavits of publication of the newspapers annexed thereto, to

be filed with the department of state, such suspension of such foreign

limited liability company's authority to carry on, conduct or transact

business shall be annulled.

(6) For the purposes of this paragraph, a foreign limited liability

company which was formed and filed its application for authority with

the department of state prior to the effective date of this paragraph

shall be deemed to have complied with the publication and filing

requirements of this subdivision as in effect prior to such effective

date if (i) the foreign limited liability company was formed and filed

its application for authority with the department of state on or after

January first, nineteen hundred ninety-nine and prior to such effective

date and the foreign limited liability company filed at least one

affidavit of the printer or publisher of a newspaper with the department

of state at any time prior to such effective date, or (ii) the foreign

limited liability company was formed and filed its application for

authority with the department of state prior to January first, nineteen

hundred ninety-nine, without regard to whether the foreign limited

liability company did or did not file any affidavit of the printer or

publisher of a newspaper with the secretary of state.

(iii) The information in a notice published pursuant to this

subdivision shall be presumed to be in compliance with and satisfaction

of the requirements of this subdivision.

Activities not constituting doing business. (a) Without

excluding other activities that may not constitute doing business in

this state, a foreign limited liability company shall not be considered

to be doing business in this state for the purposes of this chapter, by

reason of carrying on in this state any one or more of the following

activities:

(1) maintaining or defending any action or proceeding, whether

judicial, administrative, arbitrative or otherwise or effecting

settlement thereof or the settlement of claims or disputes;

(2) holding meetings of its members or managers;

(3) maintaining bank accounts; or

(4) maintaining offices or agencies only for the transfer, exchange

and registration of its membership interests or appointing and

maintaining depositaries with relation to its membership interests.

(b) The specification in subdivision (a) of this section does not

establish a standard of activities that may subject a foreign limited

liability company to service of process under this chapter or any other

statute of this state.

Amendments to application for authority. (a) A foreign limited

liability company may amend its application for authority from time to

time if the amendments contain only such provisions as might be lawfully

contained in an application for authority at the time of making such

amendment. To accomplish such amendment, a certificate, entitled

"Certificate of amendment of ... (name of foreign limited liability

company) under section eight hundred four of the Limited Liability

Company Law," shall be signed by an authorized person and delivered to

the department of state. The certificate shall set forth:

(1) the name of the foreign limited liability company as it appears on

the index of names of existing domestic and authorized foreign limited

liability companies of any type or kind in the department of state, and

the fictitious name, if any, the foreign limited liability company has

agreed to use in this state pursuant to section eight hundred two of

this article;

(2) the jurisdiction of its organization;

(3) the date it was authorized to do business in this state;

(4) each amendment effected thereby; and

(5) if the true name of the foreign limited liability company is to be

changed, a statement that the change of name has been effected under the

laws of the jurisdiction of its formation and the date the change was so

effected.

(b) Every foreign limited liability company that has received a filing

receipt entitled "Certificate of authority of... (name of foreign

limited liability company) under section eight hundred five of the

Limited Liability Company Law," evidencing authority as provided herein,

shall, within ninety days after it has changed its name in the

jurisdiction of its formation, file an amendment to its application with

the department of state under subdivision (a) of this section.

Certificate of change. (a) A foreign limited liability

company may amend its application for authority 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 against the limited

liability company served upon him or her; (iii) specify, change or

delete the email address to which the secretary of state shall email a

notice of the fact that process against the limited liability company

has been electronically served upon him or her; and (iv) to make, revoke

or change the designation of a registered agent, or to specify or change

the address of a registered agent. Any one or more such changes may be

accomplished by filing a certificate of change which shall be entitled

"Certificate of Change of ........ (name of limited liability company)

under section 804-A of the Limited Liability Company Law" and shall be

signed and delivered to the department of state. It shall set forth:

(1) the name of the foreign limited liability company and, if

applicable, the fictitious name the limited liability company has agreed

to use in this state pursuant to section eight hundred two of this

article;

(2) the date its application for authority was filed by the department

of state; and

(3) each change effected thereby,

(b) A certificate of change which changes only the post office address

to which the secretary of state shall mail a copy of any process against

a foreign limited liability company served upon him or her, and/or the

email address to which the secretary of state shall email a notice of

the fact that process against it has been electronically served upon the

secretary of state, and/or the address of the registered agent, provided

such address being changed is the address of a person, partnership or

corporation whose address, as agent, is the address to be changed,

and/or the email address being changed is the email address of a person,

partnership or other corporation whose email address, as agent, is the

email address to be changed, or who has been designated as registered

agent for such limited liability company may be signed and delivered to

the department of state by such agent. The certificate of change shall

set forth the statements required under subdivision (a) of this section;

that a notice of the proposed change was mailed to the foreign limited

liability company by the party signing the certificate not less than

thirty days prior to the date of delivery to the department of state and

that such foreign limited liability company has not objected thereto;

and that the party signing the certificate is the agent of such foreign

limited liability company to whose address the secretary of state is

required to mail copies of process, and/or the agent of such foreign

limited liability company to whose email address the secretary of state

is required to email a notice of the fact that process against it has

been electronically served upon the secretary of state, or the

registered agent, if such be the case. A certificate signed and

delivered under this subdivision shall not be deemed to effect a change

of location of the office of the foreign limited liability company in

whose behalf such certificate is filed.

Issuance of certificate of authority; effect. (a) Upon filing

with the department of state of the application for authority, the

department of state shall issue a filing receipt entitled "Certificate

of authority of... (name of foreign limited liability company) under

section eight hundred five of the Limited Liability Company Law," and

the foreign limited liability company shall be authorized to do business

in this state. Such authority shall continue so long as the foreign

limited liability company retains its authority to do business in the

jurisdiction of its formation and its authority to do business has not

been surrendered, suspended or annulled in accordance with the law.

(b) A foreign limited liability company that has received a

certificate of authority shall have such powers to conduct business in

this state as are permitted by the laws of the jurisdiction in which it

was organized but no greater than those of a domestic limited liability

company; provided, that this subdivision shall not affect the powers of

the foreign limited liability company outside this state; and provided,

further, that a foreign related limited liability partnership (i) shall

have such powers to conduct business in this state as are permitted by

the laws of the jurisdiction whose laws govern the agreement under which

such foreign related limited liability partnership operates but no

greater than those of a partnership without limited partners operating

under an agreement governed by the laws of this state and provided that

such foreign related limited liability partnership shall not engage in

any profession or professions and (ii) shall be deemed to be a foreign

limited liability partnership for purposes of subdivisions (l) and (m)

of section 121-1502 of the partnership law which subdivisions shall be

applicable to foreign related limited liability partnerships.

Surrender of certificate of authority. (a) A foreign limited

liability company may surrender its certificate of authority by filing

with the department of state a certificate entitled "Certificate of

surrender of authority of... (name of foreign limited liability company)

under section eight hundred six of the Limited Liability Company Law"

signed by an authorized person, or by a trustee, receiver or other

person authorized by law to wind up such limited liability company. The

authority of the foreign limited liability company to do business in

this state shall terminate on such filing of the certificate of

surrender of authority. A surrender shall not terminate the authority of

the secretary of state to accept service of process on the foreign

limited liability company with respect to causes of action arising out

of doing business in this state.

(b) The certificate of surrender of authority shall set forth:

(1) the name of the foreign limited liability company as it appears on

the index of names of existing domestic and authorized foreign limited

liability companies of any type or kind in the department of state, and

the fictitious name the foreign limited liability company has agreed to

use in this state pursuant to section eight hundred two of this article;

(2) the jurisdiction where it was organized;

(3) the date on which its certificate of authority to do business in

this state was filed with the department of state;

(4) that it surrenders its authority to do business in this state;

(5) that it revokes the authority of its registered agent, if any,

previously designated, and that it consents that process against it in

any action or special proceeding based upon any liability or obligation

incurred by it within this state before the filing of the certificate of

surrender may be served on the secretary of state in the manner set

forth in article three of this chapter; and

(6) a post office address within or without this state to which the

secretary of state shall mail a copy of any process against it served

upon him or her. The limited liability company may include an email

address to which the secretary of state shall email a notice of the fact

that process against it has been electronically served upon him or her.

Termination of existence. When a foreign limited liability

company that has received a certificate of authority is dissolved or its

authority to conduct its business or existence is otherwise terminated

or canceled in the jurisdiction of its formation or when such foreign

limited liability company is merged into or consolidated with another

foreign limited liability company, (a) a certificate of the secretary of

state or official performing the equivalent function as to limited

liability company records in the jurisdiction of organization of such

limited liability company attesting to the occurrence of any such event

or (b) a certified copy of an order or decree of a court of such

jurisdiction directing the dissolution of such foreign limited liability

company, the termination of its existence or the surrender of its

authority shall be delivered to the department of state. The filing of

the certificate, order or decree shall have the same effect as the

filing of a certificate of surrender of authority under section eight

hundred six of this article. The secretary of state shall continue as

agent of the foreign limited liability company upon whom process against

it may be served in the manner set forth in article three of this

chapter, in any action or proceeding based upon any liability or

obligation incurred by the foreign limited liability company within this

state prior to the filing of such certificate, order or decree. The post

office address and/or email address may be changed by filing with the

department of state a certificate of amendment under section eight

hundred four of this article.

Doing business without certificate of authority. (a) A foreign

limited liability company doing business in this state without having

received a certificate of authority to do business in this state may not

maintain any action, suit or special proceeding in any court of this

state unless and until such limited liability company shall have

received a certificate of authority in this state.

(b) The failure of a foreign limited liability company that is doing

business in this state to comply with the provisions of this chapter

does not impair the validity of any contract or act of the foreign

limited liability company or prevent the foreign limited liability

company from defending any action or special proceeding in any court of

this state.

(c) A member, manager or agent of a foreign limited liability company

is not liable for the contractual obligations or other liabilities of

the foreign limited liability company solely by reason of the limited

liability company's doing or having done business in this state without

having received a certificate of authority.

(d) By doing business in this state without authority, a foreign

limited liability company appoints the secretary of state as its agent

for service of process with respect to causes of action arising out of

doing business in this state. In any such case, process against such

foreign limited liability company may be served upon the secretary of

state in the manner set forth in article three of this chapter.

Action by attorney general. The attorney general shall, upon

his or her own motion or upon the motion of proper parties, bring an

action to restrain a foreign limited liability company without a

certificate of authority from doing any business in this state in

violation of this chapter or from doing any business in this state that

is prohibited under the laws of this state. The attorney general may

bring an action or special proceeding to annul the authority of a

foreign limited liability company that is doing any business in this

state that is prohibited under the laws of this state. The attorney

general shall deliver a certified copy of the order of annulment to the

department of state. Upon the filing thereof by the department of state,

the certificate of authority of the foreign limited liability company to

do business in this state shall be annulled, and the provisions of

section eight hundred seven of this article shall thereafter be

applicable. The secretary of state shall continue as agent of the

foreign limited liability company upon whom process against it may be

served in any action, suit or special proceeding based upon any

liability or obligation incurred by the foregoing foreign limited

liability company within the state prior to the filing of the certified

copy of the order of annulment by the department of state.

* § 810. Beneficial ownership disclosure. (a) When filing the

application for authority pursuant to section eight hundred two of this

article or filing any amendments to an application for authority

pursuant to section eight hundred four of this article, a reporting

company shall file with the department of state a beneficial ownership

disclosure, or any updates to such information, as may be applicable,

identifying each beneficial owner by: (1) full legal name; (2) date of

birth; (3) current business street address; and (4) a unique identifying

number from an acceptable identification document defined in 31 U.S.C. §

5336(a)(1). Provided, however, that where an initial report contains the

information required herein, such foreign limited liability company

shall submit a copy of the initial report such company submitted to the

federal government pursuant to 31 U.S.C. § 5336 in order to satisfy the

requirements of this section.

(b) All personal or identifying information of beneficial owners

provided to the department of state under this section not required to

be included in the business entity database pursuant to section one

hundred-b of the executive law, shall be deemed confidential except for

the purposes of law enforcement, or as otherwise required to be

disclosed pursuant to a court order. If confidential information

associated with a beneficial owner is held electronically, such records

shall be encrypted or protected in a substantially similar manner. The

department of state shall, upon the filing of each beneficial ownership

disclosure, assign each beneficial owner of a foreign limited liability

company an anonymized unique identifying number, which shall not be

based on any personally identifying number including but not limited to

a social security or tax identification number assigned to or associated

with such beneficial owner.

(c) (1) Each reporting company formed pursuant to section eight

hundred two of this chapter, on or before the effective date of this

section shall file the information required under subdivision (a) of

this section; and each exempt company shall file a statement signed by a

member or manager indicating the provision or provisions of 31 U.S.C. §

5336(a)(11)(B) excluding such company from the definition of a reporting

company, with the department of state no later than January first, two

thousand twenty-five.

(2) A reporting company which has failed to file its beneficial

ownership disclosure as required by this section, for a period exceeding

thirty days, shall be shown to be past due on the records of the

department of state until an up-to-date beneficial ownership disclosure

is filed with the department.

(3) A reporting company which has failed to file its beneficial

ownership disclosure as required by this section for a period exceeding

two years shall be shown to be delinquent on the records of the

department of state after a notice of delinquency has been mailed to the

last known business address of such company and such company has failed

to file such information within sixty days of the mailing of such

notice. Such delinquency shall be removed from the records of the

department of state upon the filing of an up-to-date beneficial

ownership disclosure required by this section, and the payment of a

civil penalty of two hundred fifty dollars.

* NB Effective and Repealed January 1, 2026

Merger or consolidation. (a) As used in this article, "merger"

means a procedure in which two or more limited liability companies or

other business entities merge into a single limited liability company or

other business entity that shall be one of the constituent limited

liability companies or other business entities, and "consolidation"

means a procedure in which two or more limited liability companies or

other business entities consolidate into a single limited liability

company or other business entity that shall be a new limited liability

company or other business entity to be formed pursuant to the

consolidation.

(b) Pursuant to an agreement of merger or consolidation and to the

extent not expressly prohibited by law, a domestic limited liability

company may merge or consolidate with or into one or more domestic

limited liability companies or other business entities formed or

organized under the laws of this state or any other state or the United

States or any foreign country or other foreign jurisdiction, with such

domestic limited liability company or other business entity as the

agreement shall provide being the surviving or resulting domestic

limited liability company or other business entity.

Procedures for merger or consolidation. (a) In connection with

a merger or consolidation under this chapter, rights or securities of,

or interests in, a limited liability company or other business entity

that is a constituent party to the merger or consolidation may be

exchanged for or converted into cash, property, rights or securities of,

or interests in, the surviving or resulting limited liability company or

other business entity or, in addition to or in lieu thereof, may be

exchanged for or converted into cash, property, rights or securities of,

or interests in, a limited liability company or other business entity

that is not the surviving or resulting limited liability company or

other business entity in the merger or consolidation.

(b) The members of each domestic limited liability company or other

business entity shall adopt (with respect to a domestic limited

liability company, in the manner provided in subdivision (c) of this

section) an agreement of merger or consolidation, setting forth the

terms and conditions of the conversion of the membership interests of

the members of the domestic limited liability company into interests in

the surviving or resulting limited liability company or other business

entity or the cash or other consideration to be paid or delivered in

exchange for membership interests in each domestic limited liability

company, or a combination thereof.

(c) The agreement of merger or consolidation shall be submitted to the

members of each domestic limited liability company who are entitled to

vote with respect to a merger or consolidation at a meeting called on

twenty days' notice or such greater notice as the operating agreement

may provide. Subject to any requirement in the operating agreement

requiring approval by any greater or lesser percentage in interest of

the members who are entitled to vote with respect to a merger or

consolidation, which shall not be less than a majority in interest of

those members who are so entitled to vote, the agreement shall be

approved on behalf of each domestic limited liability company (i) by

such voting interests of the members as shall be required by the

operating agreement, or (ii) if no provision is made, by the members

representing at least a majority in interest of the members.

(d) Notwithstanding authorization by the members, the agreement of

merger or consolidation may be terminated or amended pursuant to a

provision for such termination or amendment, if any, contained in the

agreement of merger or consolidation.

(e) Any member that is a party to a proposed merger or consolidation

who is entitled to vote with respect to such proposed merger or

consolidation may, prior to that time of the meeting at which such

merger or consolidation is to be voted on, file with the domestic

limited liability company written notice of dissent from the proposed

merger or consolidation. Such notice of dissent may be withdrawn by the

dissenting member at any time prior to the effective date of the merger

or consolidation and shall be deemed to be withdrawn if the member casts

a vote in favor of the proposed merger or consolidation.

(f) Upon the effectiveness of the merger or consolidation, the

dissenting member (referred to in subdivision (e) of this section) of

any domestic limited liability company shall not become or continue to

be a member of or hold an interest in the surviving or resulting limited

liability company or other business entity but shall be entitled to

receive in cash from the surviving or resulting domestic limited

liability company or other business entity the fair value of his or her

membership interest in the domestic limited liability company as of the

close of business of the day prior to the effective date of the merger

or consolidation in accordance with section five hundred nine of this

chapter but without taking account of the effect of the merger or

consolidation.

(g) A member of a domestic limited liability company who has a right

under this chapter to demand payment for his or her membership interest

shall not have any right at law or in equity under this chapter to

attack the validity of the merger or consolidation or to have the merger

or consolidation set aside or rescinded, except in an action or contest

with respect to compliance with the provisions of the operating

agreement or subdivision (c) of this section.

(h) A limited liability company whose original articles of

organization were filed with the secretary of state and effective prior

to the effective date of this subdivision shall continue to be governed

by this section as in effect on such date and shall not be governed by

this section, unless otherwise provided in the operating agreement.

Certificate of merger or consolidation; contents. (a) After

approval of the agreement of merger or consolidation by each domestic

limited liability company or other business entity merging or

consolidating under this article, unless the merger or consolidation is

terminated in accordance with subdivision (d) of section ten hundred two

of this article, paragraph (b) of section nine hundred three of the

business corporation law, or other applicable statute, and the surviving

or resulting entity is a limited liability company, foreign limited

liability company or other business entity for which the laws of this

state do not provide for the filing of a certificate of merger or

consolidation with the department of state, a certificate of merger or

consolidation, entitled "Certificate of merger (or consolidation) of

.... and .... into .... (names of domestic limited liability companies

or other business entities) under section one thousand three of the

Limited Liability Company Law," shall be signed on behalf of each

domestic limited liability company and other business entity and

delivered to the department of state. The certificate of merger or

consolidation shall set forth:

(1) the name and jurisdiction of formation or organization of each of

the domestic limited liability companies or other business entities that

are to merge or consolidate, and if the name of any of them has been

changed, the name under which it was formed;

(2) for each domestic limited liability company and domestic other

business entity that is to merge or consolidate, the date when its

initial articles of organization or formation document, if any, were

filed with the department of state;

(3) that an agreement of merger or consolidation has been approved and

executed by each of the domestic limited liability companies or other

business entities that are to merge or consolidate;

(4) the name of the surviving or resulting limited liability company,

foreign limited liability company or other business entity;

(5) the future effective date (which shall be a date certain) of the

merger or consolidation in accordance with subdivision (b) of this

section, if it is not to be effective upon the filing of the certificate

of merger or consolidation;

(6) if a domestic limited liability company is the surviving limited

liability company, such changes in its articles of organization as shall

be necessary by reason of the merger;

(7) if a domestic limited liability company is the resulting limited

liability company in a consolidation, the matters required to be set

forth under subdivision (e) of section two hundred three of this

chapter;

(8) if a constituent entity is a foreign limited liability company or

foreign other business entity, the jurisdiction and date of filing of

its initial articles of organization or formation document, if any, and

the date when its application for authority was filed by the department

of state or if no such application has been filed, a statement to such

effect and (if the constituent foreign limited liability company is the

surviving entity) that it is not to do business in this state until an

application for such authority shall have been filed with the department

of state;

(9) if the surviving or resulting entity is a foreign limited

liability company or other business entity, an agreement that the

foreign limited liability company or other business entity may be served

with process in this state in any action or special proceeding for the

enforcement of any liability or obligation of any domestic limited

liability company, domestic business corporation or domestic other

business entity previously amenable to suit in this state that is to

merge or consolidate, and for the enforcement as provided in this

chapter, of the right of members of any domestic limited liability

company, shareholders of any domestic business corporation or owners of

any domestic other business entity to receive payment for their

interests against the surviving or consolidated foreign limited

liability company;

(10) if the surviving or resulting entity is a foreign limited

liability company or other business entity, an agreement that, subject

to the provisions of section six hundred twenty-three of the business

corporation law, section one thousand five of this article, or any

applicable statute, the surviving or resulting foreign limited liability

company or other business entity will promptly pay to the shareholders

of each constituent domestic business corporation, the members of each

domestic limited liability company or owners of any constituent other

business entity the amount, if any, to which they shall be entitled

under the provisions of the business corporation law, any applicable

statute and this chapter relating to the right of shareholders, members

and owners to receive payment for their interests;

(11) a designation of the secretary of state as its agent upon whom

process against it may be served in the manner set forth in article

three of this chapter in any action or special proceeding, and a post

office address, within or without this state, to which the secretary of

state shall mail a copy of any process served upon him or her. The

limited liability company may include an email address to which the

secretary of state shall email a notice of the fact that process against

it has been electronically served upon him or her. Such post office

address or email address shall supersede any prior address designated as

the address to which process shall be mailed or a notice emailed;

(12) for each foreign limited liability company and foreign other

business entity, a statement that such merger or consolidation is

permitted by the jurisdiction of organization or formation and is in

compliance therewith;

(13) that the agreement of merger or consolidation is on file at a

place of business of the surviving or resulting limited liability

company or other business entity and shall state the address thereof;

and

(14) that a copy of the agreement of merger or consolidation will be

furnished by the surviving or resulting limited liability company or

other business entity on request and without cost, to any member of any

domestic limited liability company or any person holding an interest in

any other business entity that is to merge or consolidate.

(b) The merger or consolidation shall be effective upon the filing by

the department of state of the certificate, or at such later date not

more than thirty days after the date of such filing as the certificate

filed may provide.

(c) The surviving or resulting limited liability company or other

business entity shall thereafter cause a copy of such certificate,

certified by the department of state, to be filed in the office of the

clerk of each county in which each office of a constituent corporation

is located, and in the office of the official who is the recording

officer of each county in this state in which real property of a

constituent corporation is situated.

Effect of merger or consolidation. (a) When any merger or

consolidation shall have become effective under this chapter, for all

purposes of the laws of this state, all of the rights, privileges,

immunities, powers and purposes of each of the domestic limited

liability companies and other business entities that have merged or

consolidated, and all property, real, personal and mixed, tangible and

intangible, and all debts, obligations, liabilities, penalties and

duties of such domestic limited liability companies and other business

entities, as well as all other things belonging to each of such domestic

limited liability companies and other business entities, shall be vested

in the surviving or resulting domestic limited liability company or

other business entity, and shall thereafter be the property of the

surviving or resulting domestic limited liability company or other

business entity as they were of each of the domestic limited liability

companies and other business entities that have merged or consolidated,

and the title to any real property vested by deed or otherwise, under

the laws of this state, in any of such domestic limited liability

companies and other business entities, shall not revert or be in any way

impaired by reason of this chapter; but all rights of creditors and all

liens upon any property of any of such domestic limited liability

companies and other business entities shall be preserved unimpaired, and

all debts, obligations, liabilities, penalties and duties of each of

such domestic limited liability companies and other business entities

that have merged or consolidated shall thenceforth attach to the

surviving or resulting domestic limited liability company or other

business entity and may be enforced against it to the same extent as if

such debts, obligations, liabilities, penalties and duties had been

incurred or contracted by it.

(b) When any merger or consolidation shall have become effective under

this chapter, no action, suit or proceeding, civil or criminal, then

pending by or against any constituent limited liability company or other

business entity in its common name shall abate or be discontinued by

reason of such merger or consolidation, but may be prosecuted by or may

proceed against such surviving or resulting domestic limited liability

company or other business entity.

(c) Unless otherwise agreed, a merger or consolidation of a domestic

limited liability company, including a domestic limited liability

company that is not the surviving or resulting entity in the merger or

consolidation, shall not require such domestic limited liability company

to wind up its affairs under section seven hundred three of this chapter

or pay its liabilities and distribute its assets under section seven

hundred four of this chapter.

(d) A certificate of merger or consolidation shall act as articles of

dissolution for a domestic limited liability company that is not the

surviving or resulting entity in the merger or consolidation.

(e) Notwithstanding anything to the contrary contained in an operating

agreement, an operating agreement containing a specific reference to

this subdivision may provide that an agreement of merger or

consolidation approved in accordance with subdivision (c) of section ten

hundred two of this article may (i) effect any amendment to the

operating agreement or (ii) effect the adoption of a new operating

agreement for a domestic limited liability company if it is the

surviving or resulting domestic limited liability company in the merger

or consolidation. Any amendment to an operating agreement or adoption of

a new operating agreement made pursuant to the foregoing sentence shall

be effective at the effective time or date of the merger or

consolidation. The provisions of this subdivision shall not be construed

to limit the accomplishment of a merger or of any of the matters

referred to herein by any other means provided for in an operating

agreement or other agreement or as otherwise permitted by law, including

that the operating agreement of any domestic limited liability company

to the merger or consolidation (including a domestic limited liability

company formed for the purpose of consummating a merger or

consolidation) shall be the operating agreement of the surviving or

resulting domestic limited liability company.

Payment of interest of dissenting members. (a) Within ten days

after the occurrence of an event described in section ten hundred two of

this article, the surviving or resulting domestic limited liability

company or other business entity shall send to each dissenting former

member a written offer to pay in cash the fair value of such former

member's membership interest. Payment in cash shall be made to each

former member accepting such offer within ten days after notice of such

acceptance is received by the surviving or resulting domestic limited

liability company or other business entity.

(b) If a former member and the surviving or resulting limited

liability company or other business entity fail to agree on the price to

be paid for the former member's membership interest within ninety days

after the surviving or resulting domestic limited liability company or

other business entity shall have made the offer provided for in

subdivision (a) of this section, or if the domestic limited liability

company or surviving domestic limited liability company or other

business entity shall fail to make such an offer within the period

provided for in subdivision (a) of this section, the procedure provided

for in paragraphs (h), (i), (j) and (k) of section six hundred

twenty-three of the business corporation law (or any successor

provisions or statute) shall apply, as such paragraphs may be amended

from time to time.

(c) A payment under this section shall constitute a return of a

member's contribution for the purposes of section five hundred eight of

this chapter.

Conversion of partnership or limited partnership to limited

liability company. (a) As used in this article, unless the context

otherwise requires, the term, "limited partnership" means a limited

partnership formed under the laws of this state; and the terms "general

partner," "limited partner" and "majority in interest of the limited

partners" shall have the meanings assigned to such terms in article

eight-A of the partnership law; and the term "partnership" shall have

the meaning assigned to such term in article two of the partnership law.

(b) A partnership or limited partnership may be converted to a limited

liability company pursuant to this section.

(c) Subject to any requirements in the partnership agreement requiring

approval by any lesser percentage in interest of partners, an agreement

of conversion setting forth the terms and conditions of a conversion of

a partnership to a limited liability company must be approved by all of

the partners of the partnership. Subject to any requirement in the

partnership agreement requiring approval by any greater or lesser

percentage in interest of limited partners, which shall not be less than

a majority in interest, the terms and conditions of a conversion of a

limited partnership to a limited liability company must be approved (i)

by such a vote of general partners as shall be required by the

partnership agreement, or, if no provision is made, by all general

partners, and (ii) by limited partners representing at least a majority

in interest of each class of limited partners. The agreement of

conversion shall be submitted to the general partners and limited

partners of a limited partnership at a regular or special meeting called

on twenty days notice or such other notice as the partnership agreement

may provide. A dissenting limited partner shall have the rights provided

in article eight-A of the partnership law and shall not be a member of

the converted limited liability company. Notwithstanding authorization

by the partners of a partnership or general partners or limited partners

of a limited partnership, the conversion to a limited liability company

may be abandoned pursuant to a provision for such abandonment, if any,

contained in the agreement of conversion.

(d) The agreement of conversion shall set forth the terms and

conditions of the conversion of the interests of partners of a

partnership or general partners and limited partners of a limited

partnership, as the case may be, into membership interests in the

converted limited liability company or the cash or other consideration

to be paid or delivered as a result of the conversion of the interests

of such partners, or a combination thereof.

(e) In connection with any conversion approved under subdivision (c)

of this section, the partnership or limited partnership shall file with

the department of state a signed certificate entitled "Certificate of

Conversion of ... (name partnership or limited partnership) to ... (name

of limited liability company) under section one thousand six of the

Limited Liability Company Law" and shall also satisfy the publication

requirements of section two hundred six of this chapter. Such

certificate shall include either:

(A) (i) articles of organization for such limited liability company in

the same manner as if newly formed pursuant to section two hundred three

of this chapter;

(ii) a statement that the partnership or limited partnership was, in

accordance with the provisions of this chapter, duly converted to a

limited liability company from a partnership or limited partnership, as

the case may be; and

(iii) The name of such partnership or limited partnership and in the

case of a limited partnership the date its initial certificate was filed

with the department of state, or:

(B) where such partnership or limited partnership is being converted

into a limited liability company formed pursuant to section two hundred

three of this chapter prior to the conversion,

(i) the name of such partnership or limited partnership and in the

case of a limited partnership the date its initial certificate was filed

with the department of state;

(ii) a statement that the partnership or limited partnership was, in

accordance with the provisions of this chapter duly converted to a

limited liability company from a partnership or limited partnership, as

the case may be; and

(iii) the name of the limited liability company and the date its

articles of organization were filed with the department of state.

(f) If the limited partnership is a domestic limited partnership, such

domestic limited partnership shall cancel its certificate of limited

partnership pursuant to article eight-A of the partnership law. The

certificate of cancellation shall include the name of the limited

liability company and a statement that the limited partnership will be

converted into a limited liability company upon the filing of such

certificate.

(g) The conversion takes effect, in the case of a partnership, when

the certificate of conversion is filed with the department of state or

at any later date specified in the certificate of conversion or, in the

case of a limited partnership, when the certificate of limited

partnership is canceled.

(h) A partner or, in the case of a limited partnership, a general

partner who becomes a member of a limited liability company as a result

of a conversion, remains liable as a partner or general partner, as the

case may be, for any debt, obligation, liability and penalty incurred by

the partnership or limited partnership before the conversion takes

effect. A limited partner who becomes a member as a result of a

conversion remains liable only as a limited partner for a debt,

obligation, liability or penalty incurred by the limited partnership

before the conversion takes effect. The partner's, general partner's or

limited partner's liability, if any, for a debt, obligation, liability

or penalty incurred by the limited liability company after the

conversion takes effect is that of a member as provided in this chapter.

(i) A limited liability company whose original articles of

organization were filed with the secretary of state and effective prior

to the effective date of this subdivision shall continue to be governed

by this section as in effect on such date and shall not be governed by

this section, unless otherwise provided in the operating agreement.

Effect of conversion. (a) A partnership or limited partnership

that has been converted pursuant to this chapter is for all purposes the

same entity that existed before the conversion.

(b) When a conversion takes effect:

(i) all property, real and personal, tangible and intangible, of the

converting partnership or limited partnership remains vested in the

converted limited liability company;

(ii) all debts, obligations, liabilities and penalties of the

converting partnership or limited partnership continue as debts,

obligations, liabilities and penalties of the converted limited

liability company;

(iii) any action, suit or proceeding, civil or criminal, then pending

by or against the converting partnership or limited partnership may be

continued as if the conversion had not occurred; and

(iv) to the extent provided in the agreement of conversion and in this

chapter, the partners of a partnership or the general partners and

limited partners of a limited partnership shall continue as members in

the converted limited liability company.

Fees. Except as otherwise provided, the department of state

shall collect the following fees pursuant to this chapter:

(a) For the reservation of a limited liability company name pursuant

to section two hundred five of this chapter, twenty dollars.

(b) For the change of address of the post office address to which the

secretary of state shall mail a copy of any process against the limited

liability company served upon him or her pursuant to section three

hundred one of this chapter, twenty dollars.

(c) For the statement of address of the post office address to which

the secretary of state shall mail a copy of any process against the

limited liability company served upon him or her pursuant to section

three hundred one of this chapter, nine dollars. This fee shall not

apply to statements submitted through the department of taxation and

finance pursuant to paragraph two of subdivision (e) of section three

hundred one of this chapter.

(d) For the change of address of a registered agent for service of

process by such registered agent pursuant to section three hundred two

of this chapter, twenty dollars.

(e) For the resignation of a registered agent for service of process

pursuant to section three hundred two of this chapter, twenty dollars.

(f) For filing articles of organization pursuant to section two

hundred nine of this chapter, two hundred dollars.

(g) For filing a certificate of amendment pursuant to section two

hundred eleven of this chapter, sixty dollars.

(h) For filing articles of dissolution pursuant to section seven

hundred five of this chapter, sixty dollars.

(i) For filing restated articles of organization pursuant to section

two hundred fourteen of this chapter, sixty dollars.

(j) For filing a judicial dissolution pursuant to section seven

hundred two of this chapter, sixty dollars.

(k) For filing an application for authority pursuant to section eight

hundred two of this chapter, two hundred fifty dollars.

(l) For filing an amendment to an application for authority pursuant

to section eight hundred four of this chapter, sixty dollars.

(m) For filing a certificate of surrender of authority pursuant to

section eight hundred six of this chapter, sixty dollars.

(n) For filing a certificate of termination of existence pursuant to

section eight hundred seven of this chapter, sixty dollars.

(o) For filing a certificate of merger or consolidation pursuant to

section ten hundred three of this chapter, sixty dollars.

(p) For filing an application for cancellation of reservation of name

pursuant to section two hundred five of this chapter, twenty dollars.

(q) For filing a certificate of correction pursuant to section two

hundred twelve of this chapter, sixty dollars.

(r) For filing a certificate of conversion pursuant to section one

thousand six of this chapter, two hundred dollars.

(s) For filing a certificate of publication with affidavits of

publication annexed thereto pursuant to section two hundred six, eight

hundred two, twelve hundred three or thirteen hundred six of this

chapter, fifty dollars.

(t) For filing a certificate of resignation for receipt for process

pursuant to section three hundred one-A of this chapter, ten dollars.

(u) For service of process on the secretary of state pursuant to

subdivision (e) of section three hundred one-A or pursuant to section

three hundred three of this chapter, forty dollars. No fee shall be

collected for process served on behalf of a county, city, town or

village or other political subdivision of the state.

(v) For filing a certificate of change pursuant to subdivision (a) of

section two hundred eleven-A or subdivision (a) of section eight hundred

four-A of this chapter, thirty dollars, and for filing a certificate of

change pursuant to subdivision (b) of section two hundred eleven-A or

subdivision (b) of section eight hundred four-A of this chapter, five

dollars.

Records. (a) Each domestic limited liability company shall

maintain the following records, which may, but need not, be maintained

in this state:

(1) if the limited liability company is managed by a manager or

managers, a current list of the full name set forth in alphabetical

order and last known mailing address of each such manager;

(2) a current list of the full name set forth in alphabetical order

and last known mailing address of each member together with the

contribution and the share of profits and losses of each member or

information from which such share can be readily derived;

(3) a copy of the articles of organization and all amendments thereto

or restatements thereof, together with executed copies of any powers of

attorney pursuant to which any certificate or amendment has been

executed;

(4) a copy of the operating agreement, any amendments thereto and any

amended and restated operating agreement; and

(5) a copy of the limited liability company's federal, state and local

income tax or information returns and reports, if any, for the three

most recent fiscal years.

(b) Any member may, subject to reasonable standards as may be set

forth in, or pursuant to, the operating agreement, inspect and copy at

his or her own expense, for any purpose reasonably related to the

member's interest as a member, the records referred to in subdivision

(a) of this section, any financial statements maintained by the limited

liability company for the three most recent fiscal years and other

information regarding the affairs of the limited liability company as is

just and reasonable.

(c) If provided in the operating agreement, certain members or

managers shall have the right to keep confidential from other members

for such period of time as such certain members or the managers deem

reasonable, any information which such certain members or the managers

reasonably believe to be in the nature of trade secrets or other

information the disclosure of which such certain members or the managers

in good faith believe is not in the best interest of the limited

liability company or its business or which the limited liability company

is required by law or by agreement with a third party to keep

confidential.

(d) A limited liability company may maintain its records in other than

a written form if such form is capable of conversion into written form

within a reasonable time.

Transactions of business outside the state. (a) It is the

intention of the legislature by the enactment of this chapter that the

legal existence of a limited liability company formed under this chapter

be recognized beyond the limits of this state and that, subject to any

reasonable registration requirements, any such limited liability company

transacting business outside this state shall be granted the protection

of full faith and credit under section l of article IV of the

Constitution of the United States.

(b) The provisions of this chapter shall determine the rights and

obligations of a domestic limited liability company, organized under

this chapter, in commerce with foreign nations and among the several

states, except as prohibited by law.

Limited liability companies prohibited from interposing

defense of usury. (a) No domestic or foreign limited liability company

shall hereafter interpose the defense of usury in any action.

(b) The provisions of subdivision (a) of this section shall not apply

to a domestic or foreign limited liability company, the principal asset

of which is the ownership of a one or two family dwelling, where it

appears either that such limited liability company was formed, or that

the controlling interest therein was acquired, within a period of six

months prior to the execution by such limited liability company of a

bond or note evidencing indebtedness, and a mortgage creating a lien for

such indebtedness on such one or two family dwelling.

Any provision of any contract, or any separate written instrument

executed prior to, simultaneously with or within sixty days after the

delivery of any moneys to any borrower in connection with such

indebtedness, whereby the defense of usury is waived or any such limited

liability company estopped from asserting it, is hereby declared to be

contrary to public policy and absolutely void.

(c) The provisions of subdivision (a) of this section shall not apply

to any action in which a limited liability company interposes a defense

of criminal usury as described in section 190.40 of the penal law.

Limited liability geology company. (a) Prior to the first day

of March, two thousand nineteen, the state education department and the

department of state shall allow an existing limited liability company

organized under article two of this chapter to become a professional

service limited liability company as defined in article twelve of this

chapter for the purpose of practicing professional geology, provided the

limited liability company meet all of the requirements to become a

professional service limited liability company, including that the name

of a professional service limited liability company shall end with the

words "Professional Limited Liability Company" or "Limited Liability

Company", or the abbreviations "P.L.L.C.", "PLLC", "L.L.C.", or "LLC" by

amending its articles of organization so that it contains the following:

(1) the names and residence addresses of all individuals who are to be

the original members and the original managers, if any;

(2) a statement that the professional limited liability company is

formed pursuant to section twelve hundred three of the limited liability

company law; and

(3) a statement that the amendment shall not effect a dissolution of

the limited liability company, but shall be deemed a continuation of its

existence, without affecting its then existing property rights or

liabilities or the liabilities of its members or officers as such, but

thereafter it shall have only such rights, powers and privileges, and be

subject only to such other duties and liabilities, as a professional

service limited liability company created for the same purposes under

this article.

(b) The certificate of amendment shall have attached thereto a

certificate or certificates issued by the licensing authority certifying

that each of the proposed members and managers listed:

(1) is authorized by law to practice a profession which the

professional service limited liability company is organized to practice

and, if applicable, that one or more of such individuals is authorized

to practice each profession which the professional service limited

liability company will be authorized to practice; and

(2) has been deemed to be of good moral character as may be

established by the regulations of the commissioner of education.

(c) The certificate of amendment shall also have attached thereto a

tax clearance issued by the department of taxation and finance

certifying that the existing limited liability company is current with

respect to payment of its state tax liabilities.

(d) Notwithstanding any provision of law to the contrary, any company

formed under this section shall be required to comply with all

applicable laws, rules, or regulations relating to the practice of a

profession under title eight of the education law.

Definitions. For the purposes of this section and sections

eleven hundred seven and eleven hundred eight of this article:

(a) "Beneficial owner" shall have the same meaning as defined in 31

U.S.C. § 5336(a)(3), as amended, and any regulations promulgated

thereunder.

(b) "Reporting company" shall have the same meaning as defined in 31

U.S.C. § 5336(a)(11), as amended, and any regulations promulgated

thereunder, but shall only include limited liability companies formed or

authorized to do business in New York state.

(c) "Exempt company" shall mean a limited liability company or foreign

limited liability company not otherwise defined as a reporting company

that meets a condition for exemption enumerated in 31 U.S.C. §

5336(a)(11)(B).

(d) "Applicant" shall have the same meaning as defined in 31 U.S.C. §

5336(a)(2), as amended, and any regulations promulgated thereunder, but

shall only include those relating to limited liability companies.

Beneficial ownership disclosure. (a) All reporting companies

shall file with the department of state a beneficial ownership

disclosure in such form and manner as directed by the department of

state, identifying each beneficial owner of the reporting company and

each applicant with respect to that reporting company, by: (1) full

legal name; (2) date of birth; (3) current home or business street

address; and (4) a unique identifying number from: (i) an unexpired

passport; (ii) an unexpired state driver's license; or (iii) an

unexpired identification card or document issued by a state or local

government agency or tribal authority for the purpose of identification

of that individual.

(b) All exempt companies shall electronically file, under penalty of

perjury, an attestation of exemption in such form designated by the

department of state, which statement shall include the specific

exemption claimed and the facts on which such exemption is based. Any

company filing an exemption pursuant to this subdivision shall be

subject to the annual statement requirement as stated in subdivision (g)

of this section in the form prescribed by the department, which

statement shall be attested to under penalty of perjury.

(c) All beneficial ownership disclosures, attestations of exemption,

and filing fees shall be submitted electronically as prescribed by the

department of state. The beneficial ownership disclosure or attestation

of exemption shall be signed electronically consistent with the

provisions of article three of the state technology law.

(d) Within thirty days of an initial filing of articles of

organization or an application for authority pursuant to this chapter, a

reporting company shall file with the department of state a beneficial

ownership disclosure that complies with subdivision (a) of this section.

Within thirty days of an initial filing of articles of organization or

an application for authority pursuant to this chapter, an exempt company

shall file with the department of state an attestation of exemption that

complies with subdivision (b) of this section.

(e) Within one year of the effective date of this section, all

previously formed or authorized reporting companies shall file with the

department of state a beneficial ownership disclosure that complies with

subdivision (a) of this section. Within one year of the effective date

of this section, all previously formed or authorized exempt companies

shall file with the department of state an attestation of exemption that

complies with subdivision (b) of this section.

(f) All information relating to beneficial owners who are natural

persons collected by the department of state in accordance with this

section shall be maintained in a secure database and shall be deemed

confidential except: (1) pursuant to the written request of or by

voluntary written consent of the beneficial owner; (2) by court order;

(3) to officers or employees of another federal, state or local

government agency where disclosure is necessary for the agency to

perform its official duties as required by statute or necessary to

operate a program specifically authorized by law; or (4) for a valid law

enforcement purpose including as relevant to any law enforcement

investigation by the office of the attorney general. Any beneficial

ownership information disclosed by department of state shall not be

further disclosed by any recipient except as authorized in law or as

otherwise necessary to the performance of statutory duties.

(g) Once the initial beneficial ownership disclosure has been filed,

all reporting companies shall electronically file with the department of

state an annual statement confirming or updating: (1) their beneficial

ownership disclosure information; (2) the street address of its

principal executive office; (3) status as exempt company, if applicable;

and (4) such other information as may be designated by the department of

state.

(h) The department of state shall establish provisions for sharing

information with agencies permitted to access information relating to

beneficial owners in accordance with subdivision (f) of this section.

Violations and Penalties. (a) (1) A reporting company which

has failed to file its beneficial ownership disclosure, attestation of

exemption, or annual statement as required by this article for a period

exceeding thirty days shall be shown to be past due on the records of

the department of state.

(2) The attorney general may assess a fine of up to five hundred

dollars for each day the company has been past due.

(3) In addition to any action brought seeking relief under paragraph

two of this subdivision, such past due status shall be removed from the

records of the department of state upon the filing of the current

statement required by section 1107 of this article, the payment of a

fine of two hundred fifty dollars, and verification from the attorney

general that any penalties imposed pursuant to paragraph two of this

subdivision have been paid.

(b) (1) A reporting company which has failed to file its beneficial

ownership disclosure, attestation of exemption, or annual statement as

required by this section for a period exceeding two years shall be shown

to be delinquent on the records of the department of state.

(2) The attorney general may assess a fine of up to five hundred

dollars for each day the company has been delinquent.

(3) In addition to any action brought seeking relief under paragraph

two of this subdivision, such delinquency shall be removed from the

records of the department of state upon the filing of the current

statement required by section 1107 of this article, the payment of a

fine of two hundred fifty dollars, and verification from the attorney

general that any penalties imposed pursuant to paragraph two of this

subdivision have been paid.

(c) It shall be unlawful for any person to knowingly provide, or

attempt to provide, false or fraudulent beneficial ownership

information, including a false or fraudulent identifying photograph or

document, to the department of state in accordance with this article. A

person shall not be in violation of this subdivision if such person

voluntarily and promptly, and in no case later than ninety days after

the date after the submission of beneficial ownership information,

provides the corrected information in the form and manner prescribed by

the department of state, unless the false or fraudulent information was

willfully submitted for the purpose of evading the requirements of this

article.

(d) In addition to any existing authority, the New York state attorney

general may investigate any violation of subdivision (c) of this section

and any limited liability company that fails to file its beneficial

ownership disclosure, annual statements, or attestation of exemption as

required by section eleven hundred seven of this article. The department

of state may refer, for an investigation, to the attorney general any

limited liability company for any violation of the provisions of this

article. The New York state attorney general may seek a fine of up to

five hundred dollars for each day the company has been past due in

filing its beneficial ownership disclosure or attestation of exemption.

(e) (1) The New York state attorney general may bring an action under

this section to dissolve or cancel any entity that is delinquent in

filing it's beneficial ownership disclosure or attestation of exemption

or has violated provisions of subdivision (c) of this section. If in the

court's discretion it shall appear that the limited liability company

should be dissolved and cancelled or the foreign limited liability

company's authority to do business in this state should be annulled, it

shall make a judgment or final order dissolving the limited liability

company or annulling the authority of the foreign limited liability

company.

(2) If the judgment or final order shall provide for a dissolution and

cancellation of the limited liability company or the annulment of

authority of the foreign limited liability company, the court may, in

its discretion, provide therein for the distribution of the property of

the limited liability company to those entitled thereto according to

their respective rights.

(3) The clerk of the court or such other person as the court may

direct shall transmit certified copies of the judgment or final order of

dissolution to the department of state.

(4) Upon filing by the department of state, the limited liability

company shall be dissolved and its articles of organization cancelled or

the authority of the foreign limited liability company shall be

annulled.

(f) Any penalties provided for in this section shall be in addition to

and may be imposed concurrently with any other remedy or penalty

otherwise provided for in law.

(g) Any reporting or exempt company that fails to file its beneficial

ownership disclosure or attestation of exemption in accordance with

section 1107 of this article shall be deemed suspended. Any reporting or

exempt company that fails to file its beneficial ownership disclosure or

attestation of exemption in accordance with section 1107 of this article

shall be given notice by the department of state of such suspension, at

least thirty days prior to any change of status. A reporting company or

exempt company that is suspended by operation of this subdivision shall

not conduct business in New York state until its beneficial ownership

disclosure or attestation of exemption has been filed, at which point

the suspension shall be deemed annulled and all corporate powers,

rights, privileges, immunities, duties and liabilities shall be restored

retroactively. The suspension of a reporting or exempt company shall not

limit or impair the validity of any contract or act of such reporting or

exempt company, or any right or remedy of any other party under or by

virtue of any contract, act or omission of such reporting or exempt

company, or the right of any other party to maintain any action or

special proceeding on any such contract, act or omission, or right of

such reporting or exempt company to defend any action or special

proceeding in this state, or result in any member, manager or agent of

such reporting or exempt company becoming liable for the contractual

obligations or other liabilities of the limited liability company.

(h) The secretary of state may promulgate regulations necessary to

effectuate the provisions of this article.

Definitions. As used in this article, unless the context

otherwise requires, the term:

(a) "Licensing authority" means the regents of the university of the

state of New York or the state education department, as the case may be,

in the case of all professions licensed under title eight of the

education law, and the appropriate appellate division of the supreme

court in the case of the profession of law.

(b) "Profession" includes any practice as an attorney and

counselor-at-law, or as a licensed physician, and those professions

designated in title eight of the education law.

(c) "Professional" means an individual duly authorized to practice a

profession, a professional service corporation, a professional service

limited liability company, a foreign professional service limited

liability company, a registered limited liability partnership, a foreign

limited liability partnership, a foreign professional service

corporation or a professional partnership.

(d) "Professional service" means any type of service to the public

that may be lawfully rendered by a member of a profession within the

purview of his or her profession.

(e) "Professional service corporation" means (i) a corporation

organized under article fifteen of the business corporation law and (ii)

any other corporation organized under the business corporation law or

under any other predecessor statute, which is authorized by, or holds a

license, certificate, registration or permit issued by, the licensing

authority pursuant to the education law to render professional services

within this state.

(f) "Professional service limited liability company" means a limited

liability company organized under this article.

(g) "Foreign professional service corporation" has the meaning given

to it in subdivision (d) of section fifteen hundred twenty-five of the

business corporation law.

(h) "Foreign professional service limited liability company" has the

meaning given to it in subdivision (a) of section thirteen hundred one

of this chapter.

(i) "Professional partnership" means (1) a partnership without limited

partners each of whose partners is a professional authorized by law to

render a professional service within this state, (2) a partnership

without limited partners each of whose partners is a professional, at

least one of whom is authorized by law to render a professional service

within this state or (3) a partnership without limited partners

authorized by, or holding a license, certificate, registration or permit

issued by the licensing authority pursuant to the education law to

render a professional service within this state.

Limited liability companies organized under other provisions

of law. The provisions of this article shall not apply to limited

liability companies heretofore or hereafter duly formed under any other

provision of law.

Formation. (a) Notwithstanding the education law or any other

provision of law, one or more professionals each of whom is authorized

by law to render a professional service within the state, or one or more

professionals, at least one of whom is authorized by law to render a

professional service within the state, may form, or cause to be formed,

a professional service limited liability company for pecuniary profit

under this article for the purpose of rendering the professional service

or services as such professionals are authorized to practice. With

respect to a professional service limited liability company formed to

provide medical services as such services are defined in article 131 of

the education law, each member of such limited liability company must be

licensed pursuant to article 131 of the education law to practice

medicine in this state. With respect to a professional service limited

liability company formed to provide dental services as such services are

defined in article 133 of the education law, each member of such limited

liability company must be licensed pursuant to article 133 of the

education law to practice dentistry in this state. With respect to a

professional service limited liability company formed to provide

veterinary services as such services are defined in article 135 of the

education law, each member of such limited liability company must be

licensed pursuant to article 135 of the education law to practice

veterinary medicine in this state. With respect to a professional

service limited liability company formed to provide professional

engineering, land surveying, architectural, landscape architectural

and/or geological services as such services are defined in article 145,

article 147 and article 148 of the education law, each member of such

limited liability company must be licensed pursuant to article 145,

article 147 and/or article 148 of the education law to practice one or

more of such professions in this state. With respect to a professional

service limited liability company formed to provide licensed clinical

social work services as such services are defined in article 154 of the

education law, each member of such limited liability company shall be

licensed pursuant to article 154 of the education law to practice

licensed clinical social work in this state. With respect to a

professional service limited liability company formed to provide

creative arts therapy services as such services are defined in article

163 of the education law, each member of such limited liability company

must be licensed pursuant to article 163 of the education law to

practice creative arts therapy in this state. With respect to a

professional service limited liability company formed to provide

marriage and family therapy services as such services are defined in

article 163 of the education law, each member of such limited liability

company must be licensed pursuant to article 163 of the education law to

practice marriage and family therapy in this state. With respect to a

professional service limited liability company formed to provide mental

health counseling services as such services are defined in article 163

of the education law, each member of such limited liability company must

be licensed pursuant to article 163 of the education law to practice

mental health counseling in this state. With respect to a professional

service limited liability company formed to provide psychoanalysis

services as such services are defined in article 163 of the education

law, each member of such limited liability company must be licensed

pursuant to article 163 of the education law to practice psychoanalysis

in this state. With respect to a professional service limited liability

company formed to provide applied behavior analysis services as such

services are defined in article 167 of the education law, each member of

such limited liability company must be licensed or certified pursuant to

article 167 of the education law to practice applied behavior analysis

in this state. In addition to engaging in such profession or

professions, a professional service limited liability company may engage

in any other business or activities as to which a limited liability

company may be formed under section two hundred one of this chapter.

Notwithstanding any other provision of this section, a professional

service limited liability company (i) authorized to practice law may

only engage in another profession or business or activities or (ii)

which is engaged in a profession or other business or activities other

than law may only engage in the practice of law, to the extent not

prohibited by any other law of this state or any rule adopted by the

appropriate appellate division of the supreme court or the court of

appeals.

(b) The articles of organization of a professional service limited

liability company shall meet the requirements of this chapter and (i)

shall state the profession or professions to be practiced by such

limited liability company and (A) the names and residence addresses of

all individuals who are to be the original members and the original

managers, if any, of such limited liability company, and (B) the names

and residence addresses or, if none, the business address of all

shareholders, directors, officers, members, managers and partners of all

professional service corporations, foreign professional service

corporations, professional service limited liability companies, foreign

professional service limited liability companies, registered limited

liability partnerships, foreign limited liability partnerships, and

professional partnerships who are to be the original members or

managers, if any, who are individuals of such limited liability company,

(ii) shall have attached thereto a certificate or certificates issued by

the licensing authority or by the comparable authority of another state

certifying that each of the proposed members and managers, if any, who

are individuals is authorized by law to practice a profession that such

limited liability company is being formed to practice and, if

applicable, that one or more of such individuals are authorized to

practice within the state each profession that such limited liability

company will be authorized to practice, and (iii) if such proposed

member or manager, if any, is a professional service corporation,

foreign professional service corporation, professional service limited

liability company, foreign professional service limited liability

company, registered limited liability partnership, foreign limited

liability partnership or professional partnership, (A) such certificate

or certificates issued by the licensing authority or by the comparable

authority of another state shall certify either (1) that each proposed

member or manager is authorized by law to practice a profession that

such limited liability company is being formed to practice and, if

applicable, that each shareholder, member or partner of such proposed

member or manager is authorized by law to render a professional service

within the state or (2) that one or more of such proposed members and

one or more of such proposed managers, are authorized to practice within

the state each profession that such limited liability company will be

authorized to practice and that one or more of the shareholders, members

or partners of such proposed members or managers are authorized to

practice within the state each profession that such limited liability

company will be authorized to practice within the state and (B) there

shall be attached to the articles of organization of the professional

service limited liability company a certificate by an authorized officer

of the jurisdiction of its formation that the professional service

corporation, foreign professional service corporation, professional

service limited liability company, foreign professional service limited

liability company, registered limited liability partnership or foreign

limited liability partnership is validly existing and, in the case of a

foreign professional service corporation, foreign professional service

limited liability company or foreign limited liability partnership, a

certificate from the secretary of state that such foreign professional

service corporation, foreign professional service limited liability

company or foreign limited liability partnership is authorized to do

business under article fifteen-A of the business corporation law, under

article thirteen of this chapter or under article eight-B of the

partnership law, as the case may be.

(c) (1) A certified copy of the articles of organization and of each

amendment thereto and restatement thereof shall be filed by the

professional service limited liability company with the licensing

authority within thirty days after the filing of such certificate or

amendment with the department of state.

(2) (A) Within one hundred twenty days after the filing of the

articles of organization, a copy of the same or a notice containing the

substance thereof shall be published once in each week for six

successive weeks, in two newspapers of the county in which the office of

the professional service limited liability company is located, one

newspaper to be printed weekly and one newspaper to be printed daily, to

be designated by the county clerk. When such county is located within a

city with a population of one million or more, such designation shall be

as though the copy or notice were a notice or advertisement of judicial

proceedings. Proof of the publication required by this subparagraph,

consisting of the certificate of publication of the professional service

limited liability company with the affidavits of publication of such

newspapers annexed thereto, be filed with the department of state.

Notwithstanding any other provision of law, if the office of the

professional service limited liability company is located in a county

wherein a weekly or daily newspaper of the county, or both, has not been

so designated by the county clerk, then the publication herein required

shall be made in a weekly or daily newspaper of any county, or both, as

the case may be, which is contiguous to, such county, provided that any

such newspaper meets all the other requirements of this subparagraph. A

copy or notice published in a newspaper other than the newspaper or

newspapers designated by the county clerk shall not be deemed to be one

of the publications required by this subparagraph. The notice shall

include: (i) the name of the professional service limited liability

company; (ii) the date of filing of the articles of organization with

the department of state; (iii) the county within this state, in which

the office of the professional service limited liability company is

located; (iii-a) the street address of the principal business location,

if any; (iv) a statement that the secretary of state has been designated

as agent of the professional service limited liability company upon whom

process against it may be served and the post office address within or

without this state to which the secretary of state shall mail a copy of

any process against it served upon him or her; (v) if the professional

service limited liability company is to have a registered agent, his or

her name and address within this state and a statement that the

registered agent is to be the agent of the professional service limited

liability company upon whom process against it may be served; (vi) if

the professional service limited liability company is to have a specific

date of dissolution in addition to the events of dissolution set forth

in section seven hundred one of this chapter, the latest date upon which

the professional service limited liability company is to dissolve; and

(vii) the character or purpose of the business of such professional

service limited liability company. Where, at any time after completion

of the first of the six weekly publications required by this

subparagraph and prior to the completion of the sixth such weekly

publication, there is a change in any of the information contained in

the copy or notice as published, the professional service limited

liability company may complete the remaining publications of the

original copy or notice, and the professional service limited liability

company shall not be required to publish any further or amended copy or

notice. Where, at any time after completion of the six weekly

publications required by this subparagraph, there is a change to any of

the information contained in the copy or notice as published, no further

or amended publication or republication shall be required to be made. If

within one hundred twenty days after its formation, proof of such

publication, consisting of the certificate of publication of the

professional service limited liability company with the affidavits of

publication of the newspapers annexed thereto has not been filed with

the department of state, the authority of such professional service

limited liability company to carry on, conduct or transact any business

in this state shall be suspended, effective as of the expiration of such

one hundred twenty day period. The failure of a professional service

limited liability company to cause such copy or notice to be published

and such certificate of publication and affidavits of publication to be

filed with the department of state within such one hundred twenty day

period or the suspension of such professional service limited liability

company's authority to carry on, conduct or transact business in this

state pursuant to this subparagraph shall not limit or impair the

validity of any contract or act of such professional service limited

liability company, or any right or remedy of any other party under or by

virtue of any contract, act or omission of such professional service

limited liability company, or the right of any other party to maintain

any action or special proceeding on any such contract, act or omission,

or right of such professional service limited liability company to

defend any action or special proceeding in this state, or result in any

member, manager or agent of such professional service limited liability

company becoming liable for the contractual obligations or other

liabilities of the professional service limited liability company. If,

at any time following the suspension of a professional service limited

liability company's authority to carry on, conduct or transact business

in this state pursuant to this subparagraph, such professional service

limited liability company shall cause proof of publication in

substantial compliance with the provisions (other than the one hundred

twenty day period) of this subparagraph, consisting of the certificate

of publication of the professional service limited liability company

with the affidavits of publication of the newspapers annexed thereto, to

be filed with the department of state, such suspension of such

professional service limited liability company's authority to carry on,

conduct or transact business shall be annulled.

(B)(i) A professional service limited liability company which was

formed prior to the effective date of this subparagraph and which

complied with the publication and filing requirements of this paragraph

as in effect prior to such effective date shall not be required to make

any publication or republication or any filing under subparagraph (A) of

this paragraph, and shall not be subject to suspension pursuant to this

paragraph.

(ii) Within twelve months after the effective date of this

subparagraph, a professional service limited liability company which was

formed prior to such effective date and which did not comply with the

publication and filing requirements of this paragraph as in effect prior

to such effective date shall publish a copy of its articles of

organization or a notice containing the substance thereof in the manner

required (other than the one hundred twenty day period) by this

paragraph as in effect prior to such effective date and file proof of

such publication, consisting of the certificate of publication of the

professional service limited liability company with the affidavits of

publication of the newspapers annexed thereto, with the department of

state.

(iii) If a professional service limited liability company that is

subject to the provisions of clause (ii) of this subparagraph fails to

file the required proof of publication with the department of state

within twelve months after the effective date of this subparagraph, its

authority to carry on, conduct or transact any business in this state

shall be suspended, effective as of the expiration of such twelve month

period.

(iv) The failure of a professional service limited liability company

that is subject to the provisions of clause (ii) of this subparagraph to

fully comply with the provisions of said clause (ii) or the suspension

of such professional service limited liability company's authority to

carry on, conduct or transact any business in this state pursuant to

clause (iii) of this subparagraph shall not impair or limit the validity

of any contract or act of such professional service limited liability

company, or any right or remedy of any other party under or by virtue of

any contract, act or omission of such professional service limited

liability company, or the right of any other party to maintain any

action or special proceeding on any such contract, act or omission, or

right of such professional service limited liability company to defend

any action or special proceeding in this state, or result in any member,

manager or agent of such professional service limited liability company

becoming liable for the contractual obligations or other liabilities of

the professional service limited liability company.

(v) If, at any time following the suspension of a professional service

limited liability company's authority to carry on, conduct or transact

business in this state, pursuant to clause (iii) of this subparagraph,

such professional service limited liability company shall cause proof of

publication in substantial compliance with the provisions (other than

the one hundred twenty day period) of subparagraph (A) of this

paragraph, consisting of the certificate of publication of the

professional service limited liability company with the affidavits of

publication of the newspapers annexed thereto, to be filed with the

department of state, such suspension of such professional service

limited liability company's authority to carry on, conduct or transact

business shall be annulled.

(vi) For the purposes of this subparagraph, a professional service

limited liability company which was formed prior to the effective date

of this subparagraph shall be deemed to have complied with the

publication and filing requirements of this paragraph as in effect prior

to such effective date if (i) the professional service limited liability

company was formed on or after January first, nineteen hundred

ninety-nine and prior to such effective date and the professional

service limited liability company filed at least one affidavit of the

printer or publisher of a newspaper with the department of state at any

time prior to such effective date, or (ii) the professional service

limited liability company was formed prior to January first, nineteen

hundred ninety-nine, without regard to whether the professional service

limited liability company did or did not file any affidavit of the

printer or publisher of a newspaper with the secretary of state.

(C) The information in a notice published pursuant to this paragraph

shall be presumed to be in compliance with and satisfaction of the

requirements of this paragraph.

(d) A professional service limited liability company, other than a

professional service limited liability company authorized to practice

law, shall be under the supervision of the regents of the university of

the state of New York and be subject to disciplinary proceedings and

penalties, and its articles of organization shall be subject to

suspension, revocation or annulment for cause, in the same manner and to

the same extent as is provided with respect to individuals and their

licenses, certificates and registrations in title eight of the education

law relating to the applicable profession. Notwithstanding the

provisions of this subdivision, a professional service limited liability

company authorized to practice medicine shall be subject to the

pre-hearing procedures and hearing procedures as are provided with

respect to individual physicians and their licenses in Title II-A of

article two of the public health law.

(e) A professional service limited liability company authorized to

practice law shall be subject to the regulation and control of, and its

articles of organization shall be subject to suspension, revocation or

annulment for cause by, the appellate division of the supreme court and

the court of appeals in the same manner and to the same extent provided

in the judiciary law with respect to individual attorneys and

counselors-at-law. Such limited liability company need not qualify for

any certification under section four hundred sixty-four of the judiciary

law, take an oath of office under section four hundred sixty-six of the

judiciary law or register under section four hundred sixty-seven of the

judiciary law.

(f) The order of suspension, revocation or annulment of the articles

of organization of a professional service limited liability company

pursuant to subdivisions (d) and (e) of this section shall be effective

upon the filing of such order with the department of state.

Rendering of professional service. (a) No professional service

limited liability company may render a professional service except

through individuals authorized by law to render such professional

service, as individuals, provided, that nothing in this chapter shall

authorize a professional service limited liability company to render a

professional service in this state except through individuals authorized

by law to render such professional service as individuals in this state.

(b) Each final plan and report made or issued by a professional

service limited liability company practicing professional engineering,

architecture, landscape architecture or land surveying shall bear the

name and seal of one or more professional engineers, architects,

landscape architects or land surveyors, respectively, who are in

responsible charge of such plan or report.

(c) Each report, diagnosis, prognosis and prescription made or issued

by a professional service limited liability company practicing medicine,

dentistry, podiatry, optometry, ophthalmic dispensing, veterinary

medicine, pharmacy, nursing, psychology, physical therapy or

chiropractic shall bear the signature of one or more physicians,

dentists, podiatrists, optometrists, ophthalmic dispensers,

veterinarians, pharmacists, nurses, licensed psychologists, physical

therapists or chiropractors, respectively, who are in responsible charge

of such report, diagnosis, prognosis or prescription.

(d) Each record, transcript, report and hearing report prepared by a

professional service limited liability company practicing certified

shorthand reporting shall bear the signature of one or more certified

shorthand reporters who are in responsible charge of such record,

transcript, report or hearing report.

(e) Each professional service limited liability company practicing

public accounting or certified public accounting shall maintain records

indicating the identity of each public accountant or certified public

accountant, respectively, who was responsible for each report or

statement that is issued, prepared or examined by such limited liability

company.

(f) Each opinion prepared by a professional service limited liability

company practicing law shall bear the signature of one or more attorneys

and counselors-at-law who are in responsible charge of such opinion.

(g) In addition to the requirements pursuant to subdivisions (b)

through (f) of this section, each document prepared by a professional

service limited liability company that under the rules, regulations,

laws or customs of the applicable profession is required to bear the

signature of an individual in responsible charge of such document, shall

be signed by one or more such individuals.

Professional relationships and liabilities. (a) Each member,

manager, employee or agent of a professional service limited liability

company shall be personally and fully liable and accountable for any

negligent or wrongful act or misconduct committed by him or her or by

any person under his or her direct supervision and control while

rendering professional services on behalf of such limited liability

company.

(b) Each shareholder, director, officer, employee, member, manager,

partner and agent of a professional service corporation, foreign

professional service corporation, professional service limited liability

company, foreign professional service limited liability company,

registered limited liability partnership, foreign limited liability

partnership or professional partnership that is a member, manager,

employee or agent of a professional service limited liability company

shall be personally and fully liable and accountable for any negligent

or wrongful act or misconduct committed by him or her or by any person

under his or her direct supervision and control while rendering

professional services in his or her capacity as a member, manager,

employee or agent of such professional service limited liability

company.

(c) The relationship of a professional to a professional service

limited liability company with which such professional is associated,

whether as member, manager, employee or agent, shall not modify or

diminish the jurisdiction over such professional of the licensing

authority and in the case of an attorney and counselor-at-law, or a

professional service corporation, foreign professional service

corporation, professional service limited liability company, foreign

professional service limited liability company, registered limited

liability partnership, foreign limited liability partnership or

professional partnership engaged in the practice of law, the courts of

this state.

Purposes of formation. No professional service limited

liability company shall engage in any profession or professions other

than those set forth in its articles of organization. A professional

service limited liability company may only engage in a profession or

professions as to which one or more of its members is authorized by law

to render professional services in this state. In addition to engaging

in such profession or professions, a professional service limited

liability company may carry on, or conduct or transact any other

business or other activities as to which a limited liability company may

be formed under section two hundred one of this chapter. Notwithstanding

any other provision of this section, and subject to the next succeeding

sentence of this section, a professional service limited liability

company (i) authorized to practice law may only engage in another

profession or other business or activities or (ii) which is engaged in a

profession or other business or activities other than law may only

engage in the practice of law, to the extent not prohibited by any other

law of this state or any rule adopted by the appropriate appellate

division of the supreme court or the court of appeals. Any professional

service limited liability company may invest its funds in real estate,

mortgages, stocks, bonds or any other type of investments.

Membership of professional service limited liability

companies. (a) A member of a professional service limited liability

company shall be only:

(1) A professional, other than a foreign professional service

corporation, foreign professional service limited liability company or

foreign limited liability partnership, authorized by law to practice in

this state a profession that such limited liability company is

authorized to practice and who is or has been engaged in the practice of

such profession in such limited liability company or a predecessor

entity, or who will engage in the practice of such profession in such

limited liability company within thirty days of the date such

professional becomes a member;

(2) A professional, other than a foreign professional service

corporation, foreign professional service limited liability company or

foreign limited liability partnership, authorized by law to practice in

any foreign jurisdiction a profession that such limited liability

company is authorized to practice and who is or has been engaged in the

practice of such profession in such limited liability company or a

predecessor entity, or who will engage in the practice of such

profession in such limited liability company within thirty days of the

date such professional becomes a member; or

(3) A foreign professional service corporation, foreign professional

service limited liability company or foreign limited liability

partnership authorized by law to practice in this state or in any

foreign jurisdiction a profession that such limited liability company is

authorized to practice and who is or has been engaged in the practice of

such profession in such limited liability company or a predecessor

entity, or who will engage in the practice of such profession in such

limited liability company within thirty days of the date such

professional becomes a member.

(b) With respect to a professional service limited liability company

formed to provide medical services as such services are defined in

article 131 of the education law, each member of such limited liability

company must be licensed pursuant to article 131 of the education law to

practice medicine in this state. With respect to a professional service

limited liability company formed to provide dental services as such

services are defined in article 133 of the education law, each member of

such limited liability company must be licensed pursuant to article 133

of the education law to practice dentistry in this state. With respect

to a professional service limited liability company formed to provide

veterinary services as such services are defined in article 135 of the

education law, each member of such limited liability company must be

licensed pursuant to article 135 of the education law to practice

veterinary medicine in this state. With respect to a professional

service limited liability company formed to provide professional

engineering, land surveying, architectural, landscape architectural

and/or geological services as such services are defined in article 145,

article 147 and article 148 of the education law, each member of such

limited liability company must be licensed pursuant to article 145,

article 147 and/or article 148 of the education law to practice one or

more of such professions in this state. With respect to a professional

service limited liability company formed to provide public accountancy

services as such services are defined in article 149 of the education

law each member of such limited liability company whose principal place

of business is in this state and who provides public accountancy

services, must be licensed pursuant to article 149 of the education law

to practice public accountancy in this state. With respect to a

professional service limited liability company formed to provide

licensed clinical social work services as such services are defined in

article 154 of the education law, each member of such limited liability

company shall be licensed pursuant to article 154 of the education law

to practice licensed clinical social work in this state. With respect to

a professional service limited liability company formed to provide

creative arts therapy services as such services are defined in article

163 of the education law, each member of such limited liability company

must be licensed pursuant to article 163 of the education law to

practice creative arts therapy in this state. With respect to a

professional service limited liability company formed to provide

marriage and family therapy services as such services are defined in

article 163 of the education law, each member of such limited liability

company must be licensed pursuant to article 163 of the education law to

practice marriage and family therapy in this state. With respect to a

professional service limited liability company formed to provide mental

health counseling services as such services are defined in article 163

of the education law, each member of such limited liability company must

be licensed pursuant to article 163 of the education law to practice

mental health counseling in this state. With respect to a professional

service limited liability company formed to provide psychoanalysis

services as such services are defined in article 163 of the education

law, each member of such limited liability company must be licensed

pursuant to article 163 of the education law to practice psychoanalysis

in this state. With respect to a professional service limited liability

company formed to provide applied behavior analysis services as such

services are defined in article 167 of the education law, each member of

such limited liability company must be licensed or certified pursuant to

article 167 of the education law to practice applied behavior analysis

in this state. A professional service limited liability company formed

to lawfully engage in the practice of public accountancy as a firm, as

such practice is defined under article 149 of the education law shall be

required to show (1) that a simple majority of the ownership of the

firm, in terms of financial interests and voting rights held by the

firm's owners, belongs to individuals licensed to practice public

accountancy in some state, and (2) that all members of a limited

professional service limited liability company, whose principal place of

business is in this state, and who are engaged in the practice of public

accountancy in this state, hold a valid license issued under section

seventy-four hundred four of the education law. For purposes of this

subdivision, "financial interest" means capital stock, capital accounts,

capital contributions, capital interest, or interest in undistributed

earnings of a business entity. Although firms registered with the

education department may include non-licensee owners, a registered firm

and its owners must comply with rules promulgated by the state board of

regents. Notwithstanding the foregoing, a firm registered with the

education department may not have non-licensee owners if the firm's name

includes the words "certified public accountant," or "certified public

accountants," or the abbreviations "CPA" or "CPAs". Each non-licensee

owner of a firm that is registered under this section shall be (1) a

natural person who actively participates in the business of the firm or

its affiliated entities, or (2) an entity, including, but not limited

to, a partnership or professional corporation, provided each beneficial

owner of an equity interest in such entity is a natural person who

actively participates in the business conducted by the firm or its

affiliated entities. For purposes of this subdivision, "actively

participate" means to provide services to clients or to otherwise

individually take part in the day-to-day business or management of the

firm or an affiliated entity.

(c) No member of a professional service limited liability company

shall enter into a voting trust agreement, proxy or any other type of

agreement vesting in another person, other than another member of such

limited liability company or professional who would be eligible to

become a member of such limited liability company, the authority to

exercise voting power of any or all of the membership interests of such

limited liability company. All membership interests or proxies granted

or agreements made in violation of this section shall be void.

(Reserved)

Disqualification of members, managers and employees. If any

member, manager or employee of a professional service limited liability

company who has been rendering professional service to the public

becomes legally disqualified to practice his, her or its profession

within this state, he, she or it shall sever all employment with and

financial interests (other than interests as a creditor or vested rights

under a bona fide retirement program) in such limited liability company

forthwith or as otherwise provided in section twelve hundred ten of this

article. All provisions of law regulating the rendering of professional

services by a person elected or appointed to a public office shall be

applicable to a member, manager or employee of such limited liability

company in the same manner and to the same extent as if fully set forth

herein. Such legal disqualification to practice such profession within

this state shall be deemed to constitute an irrevocable offer by the

disqualified member to sell his, her or its membership interest to the

professional service limited liability company, pursuant to the

provisions of section twelve hundred ten of this article or of the

articles of organization or operating agreement, whichever is

applicable. Compliance with the terms of such offer shall be

specifically enforceable in the courts of this state. A professional

service limited liability company's failure to enforce compliance with

this provision shall constitute a ground for its dissolution.

Death, disqualification or dissolution of members. (a) A

professional service limited liability company shall purchase or redeem

the membership interest of a member in case of such member's death or

disqualification pursuant to the provisions of section twelve hundred

nine of this article or in the case of a member that is a professional

service corporation, foreign professional service corporation,

professional service limited liability company, foreign professional

service limited liability company, registered limited liability

partnership, foreign limited liability partnership or professional

partnership, dissolution or disqualification of such professional

service corporation, foreign professional service corporation,

professional service limited liability company, foreign professional

service limited liability company, registered limited liability

partnership, foreign limited liability partnership or professional

partnership (in the case of registered limited liability partnership,

foreign limited liability partnership and professional partnership,

other than a dissolution followed by a reconstitution where at least a

majority of the total interests in the current profits of a successor

partnership are held by partners of the predecessor partnership that was

a registered limited liability partnership, foreign limited liability

partnership or professional partnership who were partners of such

predecessor partnership immediately prior to the dissolution of such

predecessor partnership) or the death, dissolution or disqualification

of all of its shareholders, members or partners, within six months after

the appointment of the executor or administrator or other legal

representative of the estate of such deceased member, or within six

months after such disqualification or dissolution, at the book value of

such membership interest as of the end of the month immediately

preceding the death, disqualification or dissolution of the member as

determined from the records of such limited liability company in

accordance with its regular method of accounting. The operating

agreement of such limited liability company may modify this section by

providing for a shorter period of purchase or redemption, or an

alternate method of determining the price to be paid for the membership

interest, or both. If such limited liability company shall fail to

purchase or redeem such membership interest within the required period,

a successful plaintiff in an action to recover the purchase price of

such membership interest shall also be awarded reasonable attorneys'

fees and costs. Nothing herein contained shall prevent such limited

liability company from paying pension benefits or other deferred

compensation to or on behalf of a former or deceased member, manager or

employee thereof, or where such member, manager or employee is a

professional service corporation, foreign professional service

corporation, professional service limited liability company, foreign

professional service limited liability company, registered limited

liability partnership, foreign limited liability partnership or

professional partnership, on behalf of a former or deceased shareholder,

officer, director, member, manager, partner, or employee of such

professional service corporation, foreign professional service

corporation, professional service limited liability company, foreign

professional service limited liability company, registered limited

liability partnership, foreign limited liability partnership or

professional partnership, as otherwise permitted by law. The provisions

of this section shall not be deemed to require the purchase of the

membership interest of a disqualified member where the period of

disqualification is for less than six months and the member again

becomes eligible to practice his or her profession within six months

from the date of disqualification (or, in the case of a disqualified

member that is a professional service corporation, foreign professional

service corporation, professional service limited liability company,

foreign professional service limited liability company, registered

limited liability partnership, foreign limited liability partnership or

professional partnership, where the period of disqualification of such

professional service corporation, foreign professional corporation,

professional service limited liability company, foreign professional

service limited liability company, registered limited liability

partnership, foreign limited liability partnership or professional

partnership or all shareholders, members or partners of such

professional service corporation, foreign professional service

corporation, professional service limited liability company, foreign

professional service limited liability company, registered limited

liability partnership, foreign limited liability partnership or

professional partnership is for less than six months and such

professional service corporation, foreign professional service

corporation, professional service limited liability company, foreign

professional service limited liability company, registered limited

liability partnership, foreign limited liability partnership or

professional partnership or each such shareholder, member or partner

becomes eligible to practice his or her profession within six months

from the date of disqualification).

(b) Notwithstanding the provisions of subdivision (a) of this section,

the professional service limited liability company shall not be required

to purchase or redeem the membership interest of a deceased or

disqualified or dissolved member if such membership interest, within the

time limit prescribed by subdivision (a) of this section, is sold or

transferred to another professional pursuant to the provisions of

section twelve hundred eleven of this article.

Transfer of a membership interest. (a) No member of a

professional service limited liability company may sell or assign his,

her or its membership interest in such limited liability company except

to another professional eligible to become a member of such limited

liability company or except in trust to another professional who would

be eligible to become a member if such professional were employed by

such limited liability company.

(b) Nothing contained in subdivision (a) of this section shall be

construed to prohibit the assignment of a membership interest by

operation of law or by court decree. An assignee of a membership

interest by operation of law or court decree shall have the rights of an

assignee of a membership interest set forth in section six hundred three

of this chapter. Such assignee shall automatically become a member of

the professional service limited liability company if such assignee

would be eligible to be a member of such limited liability company and,

a majority in interest of the members shall fail to redeem the

membership interest so transferred, pursuant to section twelve hundred

ten of this article, within sixty days of receiving written notice of

such transfer.

(c) Any sale or transfer, except by operation of law or court decree

or except for a professional service limited liability company having

only one member, may be made only after the same shall have been

approved by the vote or written consent of such proportion, not less

than a majority in interest of the members, exclusive of the interest of

the member proposing to sell or transfer such membership interest, as

may be provided in the operating agreement of such professional service

limited liability company. The voting interest held by the member

proposing to sell or transfer his, her or its membership interest may

not be voted or counted for any purpose, unless all the members consent

that such interests be voted or counted. The professional service

limited liability company may provide, in lieu of or in addition to the

foregoing provisions, for the alienation of membership interests and may

require the redemption or purchase of such membership interests by such

limited liability company at prices and in a manner specifically set

forth therein. The existence of the restrictions on the sale or transfer

of a membership interest, as contained in this article and, if

applicable, in the operating agreement, shall be noted conspicuously on

the face or back of every certificate representing a membership interest

issued by a professional service limited liability company. Any sale or

transfer in violation of such restrictions shall be void.

Limited liability company name. (a) Notwithstanding any other

provision of law, the name of a professional service limited liability

company may contain any word that, at the time of formation, could be

used in the name of a partnership or professional service corporation

practicing a profession that such limited liability company is

authorized to practice and may not contain any word that could not be

used by such a partnership or professional service corporation;

provided, however, the name of a professional service limited liability

company may not contain the name of a deceased person unless:

(1) such person's name was part of the name of such limited liability

company at the time of such person's death; or

(2) such person's name was part of the name of an existing partnership

or professional service corporation and at least two-thirds of such

partnership's partners or corporation's shareholders, as the case may

be, become members of such limited liability company.

(b) A professional service limited liability company name shall end

with the words "Professional Limited Liability Company" or "Limited

Liability Company" or the abbreviation "P.L.L.C.", "PLLC", "L.L.C." or

"LLC". The provisions of subdivision (a) of section two hundred four of

this chapter shall not apply to a professional service limited liability

company.

Limited liability company act applicable. This chapter, except

article eight and article thirteen, shall be applicable to a

professional service limited liability company except to the extent that

the provisions thereof conflict with this article. A professional

service limited liability company may consolidate or merge with another

limited liability company formed under this article, a foreign

professional service limited liability company authorized to do business

under article thirteen of this chapter or other business entity, only if

all of the professions practiced by such limited liability company,

foreign limited liability company or other business entity could be

practiced by a single limited liability company organized under this

article.

(Reserved)

Regulation of professions. This article shall not repeal,

modify or restrict any provision of the education law or the judiciary

law or any rules or regulations adopted thereunder regulating the

professions referred to in the education law or the judiciary law except

to the extent in conflict herewith.

Mergers and consolidations. Notwithstanding any inconsistent

provision of this article, a professional service limited liability

company, pursuant to the provisions of article ten of this chapter, may

be merged or consolidated with another limited liability company formed

pursuant to the provisions of this chapter, a foreign professional

service limited liability company authorized to do business under

article thirteen of this chapter or other business entity formed or

recognized under the laws of this state or any other state, provided

that the limited liability company or other business entity that

survives or that is formed pursuant thereto is a professional service

limited liability company, a foreign professional service limited

liability company authorized to do business under article thirteen of

this chapter or other business entity practicing the same profession or

professions in this state or the state of its formation. The

restrictions on the issuance, transfer or sale of membership interests

of a professional service limited liability company other than the

requirements of the first two sentences of subdivision (c) of section

twelve hundred eleven of this chapter, shall be suspended for a period

not exceeding thirty days with respect to any issuance, transfer or sale

of membership interests made pursuant to such merger or consolidation,

provided that (a) no person or business entity who would not be eligible

to be a member in the absence of this section shall vote or receive any

distribution from such limited liability company; (b) after such merger

or consolidation, any professional service limited liability company

that survives or that is created thereby shall be subject to all the

provisions of this article; and (c) membership interests thereafter may

be held only by persons or business entities who are eligible to be a

member of such professional service limited liability company. Nothing

herein contained shall be construed as permitting the practice of a

profession in this state by a limited liability company that is not

formed pursuant to the provisions of this article or authorized to do

business in the state pursuant to the provisions of article thirteen of

this chapter.

Definitions. As used in this article, unless the context

otherwise requires, the term:

(a) "Foreign professional service limited liability company" means a

professional service limited liability company, whether or not

denominated as such, organized under the laws of a jurisdiction other

than this state, (i) each of whose members and managers, if any, is a

professional authorized by law to render a professional service within

this state and who is or has been engaged in the practice of such

profession in such professional service limited liability company or a

predecessor entity, or will engage in the practice of such profession in

the professional service limited liability company within thirty days of

the date such professional becomes a member, or each of whose members

and managers, if any, is a professional at least one of such members is

authorized by law to render a professional service within this state and

who is or has been engaged in the practice of such profession in such

professional service limited liability company or a predecessor entity,

or will engage in the practice of such profession in the professional

service limited liability company within thirty days of the date such

professional becomes a member, or (ii) authorized by, or holding a

license, certificate, registration or permit issued by the licensing

authority pursuant to, the education law to render a professional

service within this state; except that all members and managers, if any,

of a foreign professional service limited liability company that

provides health services in this state shall be licensed in this state.

With respect to a foreign professional service limited liability company

which provides veterinary services as such services are defined in

article 135 of the education law, each member of such foreign

professional service limited liability company shall be licensed

pursuant to article 135 of the education law to practice veterinary

medicine. With respect to a foreign professional service limited

liability company which provides medical services as such services are

defined in article 131 of the education law, each member of such foreign

professional service limited liability company must be licensed pursuant

to article 131 of the education law to practice medicine in this state.

With respect to a foreign professional service limited liability company

which provides dental services as such services are defined in article

133 of the education law, each member of such foreign professional

service limited liability company must be licensed pursuant to article

133 of the education law to practice dentistry in this state. With

respect to a foreign professional service limited liability company

which provides professional engineering, land surveying, geologic,

architectural and/or landscape architectural services as such services

are defined in article 145, article 147 and article 148 of the education

law, each member of such foreign professional service limited liability

company must be licensed pursuant to article 145, article 147 and/or

article 148 of the education law to practice one or more of such

professions in this state. With respect to a foreign professional

service limited liability company which provides public accountancy

services as such services are defined in article 149 of the education

law, each member of such foreign professional service limited liability

company whose principal place of business is in this state and who

provides public accountancy services, shall be licensed pursuant to

article 149 of the education law to practice public accountancy in this

state. With respect to a foreign professional service limited liability

company which provides licensed clinical social work services as such

services are defined in article 154 of the education law, each member of

such foreign professional service limited liability company shall be

licensed pursuant to article 154 of the education law to practice

clinical social work in this state. With respect to a foreign

professional service limited liability company which provides creative

arts therapy services as such services are defined in article 163 of the

education law, each member of such foreign professional service limited

liability company must be licensed pursuant to article 163 of the

education law to practice creative arts therapy in this state. With

respect to a foreign professional service limited liability company

which provides marriage and family therapy services as such services are

defined in article 163 of the education law, each member of such foreign

professional service limited liability company must be licensed pursuant

to article 163 of the education law to practice marriage and family

therapy in this state. With respect to a foreign professional service

limited liability company which provides mental health counseling

services as such services are defined in article 163 of the education

law, each member of such foreign professional service limited liability

company must be licensed pursuant to article 163 of the education law to

practice mental health counseling in this state. With respect to a

foreign professional service limited liability company which provides

psychoanalysis services as such services are defined in article 163 of

the education law, each member of such foreign professional service

limited liability company must be licensed pursuant to article 163 of

the education law to practice psychoanalysis in this state. With respect

to a foreign professional service limited liability company which

provides applied behavior analysis services as such services are defined

in article 167 of the education law, each member of such foreign

professional service limited liability company must be licensed or

certified pursuant to article 167 of the education law to practice

applied behavior analysis in this state. A foreign professional service

limited liability company formed to lawfully engage in the practice of

public accountancy as a firm, as such practice is defined under article

149 of the education law shall be required to show (1) that a simple

majority of the ownership of the firm, in terms of financial interests

and voting rights held by the firm's owners, belongs to individuals

licensed to practice public accountancy in some state, and (2) that all

members of a foreign limited professional service limited liability

company, whose principal place of business is in this state, and who are

engaged in the practice of public accountancy in this state, hold a

valid license issued under section seventy-four hundred four of the

education law. For purposes of this subdivision, "financial interest"

means capital stock, capital accounts, capital contributions, capital

interest, or interest in undistributed earnings of a business entity.

Although firms registered with the education department may include

non-licensee owners, a registered firm and its owners must comply with

rules promulgated by the state board of regents. Notwithstanding the

foregoing, a firm registered with the education department may not have

non-licensee owners if the firm's name includes the words "certified

public accountant," or "certified public accountants," or the

abbreviations "CPA" or "CPAs". Each non-licensee owner of a firm that is

registered under this section shall be (1) a natural person who actively

participates in the business of the firm or its affiliated entities, or

(2) an entity, including, but not limited to, a partnership or

professional corporation, provided each beneficial owner of an equity

interest in such entity is a natural person who actively participates in

the business conducted by the firm or its affiliated entities. For

purposes of this subdivision, "actively participate" means to provide

services to clients or to otherwise individually take part in the

day-to-day business or management of the firm or an affiliated entity.

(b) "Licensing authority" means the regents of the university of the

state of New York or the state education department, as the case may be,

in the case of all professions licensed under title eight of the

education law, and the appropriate appellate division of the supreme

court in the case of the profession of law.

(c) "Profession" includes any practice as an attorney and

counselor-at-law, or as a licensed physician, and those professions

designated in title eight of the education law.

(d) "Professional" means an individual duly authorized to practice a

profession, a professional service corporation, a professional service

limited liability company, a foreign professional service limited

liability company, a registered limited liability partnership, a foreign

limited liability partnership, a foreign professional service

corporation or a professional partnership.

(e) "Professional service" means any type of service to the public

that may be lawfully rendered by a member of a profession within the

purview of his or her profession.

(f) "Professional partnership" means (1) a partnership without limited

partners each of whose partners is a professional authorized by law to

render a professional service within this state, (2) a partnership

without limited partners each of whose partners is a professional, at

least one of whom is authorized by law to render a professional service

within this state or (3) a partnership without limited partners

authorized by, or holding a license, certificate, registration or permit

issued by the licensing authority pursuant to the education law to

render a professional service within this state; except that all

partners of a professional partnership that provides medical services in

this state must be licensed pursuant to article 131 of the education law

to practice medicine in this state and all partners of a professional

partnership that provides dental services in this state must be licensed

pursuant to article 133 of the education law to practice dentistry in

this state; except that all partners of a professional partnership that

provides veterinary services in this state must be licensed pursuant to

article 135 of the education law to practice veterinary medicine in this

state; and further except that all partners of a professional

partnership that provides professional engineering, land surveying,

geologic, architectural, and/or landscape architectural services in this

state must be licensed pursuant to article 145, article 147 and/or

article 148 of the education law to practice one or more of such

professions.

(g) "Professional service corporation" means (i) a corporation

organized under article fifteen of the business corporation law and (ii)

any other corporation organized under the business corporation law or

any predecessor statute, which is authorized by, or holds a license,

certificate, registration or permit issued by, the licensing authority

pursuant to the education law to render professional services within

this state.

(h) "Professional service limited liability company" means a limited

liability company organized under article twelve of this chapter.

(i) "Foreign professional service corporation" has the meaning given

to it in paragraph (d) of section fifteen hundred twenty-five of the

business corporation law.

Rendering of professional service. (a) No foreign professional

service limited liability company may render a professional service in

this state except through individuals authorized by law to render such

professional service as individuals in this state.

(b) Each final plan and report made or issued by a foreign

professional service limited liability company practicing professional

engineering, geology, architecture, landscape architecture or land

surveying shall bear the name and seal of one or more professional

engineers, professional geologists, architects, landscape architects, or

land surveyors, respectively, who are in responsible charge of such plan

or report.

(c) Each report, diagnosis, prognosis and prescription made or issued

by a foreign professional service limited liability company practicing

medicine, dentistry, podiatry, optometry, ophthalmic dispensing,

veterinary medicine, pharmacy, nursing, psychology, physical therapy or

chiropractic shall bear the signature of one or more physicians,

dentists, podiatrists, optometrists, ophthalmic dispensers,

veterinarians, pharmacists, nurses, licensed psychologists, physical

therapists or chiropractors, respectively, who are in responsible charge

of such report, diagnosis, prognosis or prescription.

(d) Each record, transcript, report and hearing report prepared by a

foreign professional service limited liability company practicing

certified shorthand reporting shall bear the signature of one or more

certified shorthand reporters who are in responsible charge of such

record, transcript, report or hearing report.

(e) Each report and statement prepared by a foreign professional

service limited liability company practicing public accounting or

certified public accounting shall bear the signature of one or more

public accountants or certified public accountants, respectively, who

are in responsible charge of such report or statement.

(f) Each opinion prepared by a foreign professional service limited

liability company practicing law shall bear the signature of one or more

attorneys and counselors-at-law who are in responsible charge of such

opinion.

(g) In addition to the requirements in subdivisions (b) through (f) of

this section, each document prepared by a foreign professional service

limited liability company that under the rules, regulations, laws or

customs of the applicable profession is required to bear the signature

of an individual in responsible charge of such document, shall be signed

by one or more such individuals licensed to practice in this state.

Professional relationships and liabilities. (a) Each member,

manager, employee or agent of a foreign professional service limited

liability company who performs professional services in this state on

behalf of such limited liability company shall be personally and fully

liable and accountable for any negligent or wrongful act or misconduct

committed by him or her or by any person under his or her direct

supervision and control while rendering such professional services in

this state and shall bear professional responsibility for compliance by

such limited liability company with all laws, rules and regulations

governing the practice of a profession in this state.

(b) Each shareholder, director, officer, employee, member, manager,

partner or agent of a professional service corporation, foreign

professional service corporation, professional service limited liability

company, foreign professional service limited liability company,

registered limited liability partnership, foreign limited liability

partnership or professional partnership that is a member, manager,

employee or agent of a foreign professional service limited liability

company who performs professional services in this state on behalf of

such foreign professional service limited liability company shall be

personally and fully liable and accountable for any negligent or

wrongful act or misconduct committed by him or her or by any person

under his or her direct supervision and control while rendering

professional services in this state in his or her capacity as a member,

manager, employee or agent of such foreign professional service limited

liability company and shall bear professional responsibility for

compliance by such limited liability company with all laws, rules and

regulations governing the practice of the profession in this state.

(c) The relationship of a professional to a foreign professional

service limited liability company with which such professional is

associated, whether as a member, manager, employee or agent, shall not

modify or diminish the jurisdiction over such professional of the

licensing authority and in the case of an attorney and counselor-at-law

or a professional service corporation, foreign professional service

corporation, professional service limited liability company, foreign

professional service limited liability company, registered limited

liability partnership, foreign limited liability partnership or

professional partnership, engaged in the practice of law, the courts of

this state.

Foreign professional service limited liability company. No

foreign professional service limited liability company shall engage in

any profession or carry on, or conduct or transact any other business or

activities in this state other than the rendering of the professional

services or the carrying on, or conducting or transacting of any other

business or activities for which it is formed and is authorized to do

business in this state; provided that such limited liability company may

invest its funds in real estate, mortgages, stocks, bonds or any other

type of investments; provided, further, that a foreign professional

service limited liability company (i) authorized to practice law may

only engage in another profession or other business or activities in

this state or (ii) which is engaged in a profession or other business or

activities other than law, may only engage in the practice of law in

this state, to the extent not prohibited by any other law of this state

or any rule adopted by the appropriate appellate division of the supreme

court or the court of appeals.

Limited liability company act applicable. Except for the

provisions of sections eight hundred two and eight hundred nine of this

chapter, this chapter shall be applicable to a foreign professional

service limited liability company to the extent that the provisions

thereof are not in conflict with the provisions of this article. A

foreign professional service limited liability company may practice in

this state or may consolidate or merge with another limited liability

company or other business entity, only if all of the professions

practiced by such limited liability company or other business entity

could be practiced by a single professional service limited liability

company organized in this state; and, further, only if such foreign

professional service limited liability company is domiciled in a state

the laws of which, at the time of application by such limited liability

company under section thirteen hundred six of this article, contain a

reciprocal provision under which professional service limited liability

companies domiciled in this state may similarly apply for the privilege

of doing business in any such state or territory.

Filing requirements. (a) A foreign professional service

limited liability company may apply for authority to do business in this

state. An application entitled "Application for authority of... (name

of limited liability company) under section thirteen hundred six of the

Limited Liability Company Law," shall be signed by an authorized person

for the limited liability company and delivered to the department of

state. It shall set forth:

(1) the name of the foreign professional service limited liability

company. If the name does not end with the words "Professional Limited

Liability Company" or "Limited Liability Company" or the abbreviation

"P.L.L.C.", "PLLC", "L.L.C." or "LLC", it shall in addition to the

foregoing set forth the name to be used in this state, ending with the

words "Professional Limited Liability Company" or "Limited Liability

Company" or the abbreviation "P.L.L.C.", "PLLC", "L.L.C." or "LLC";

(2) the jurisdiction and date of its formation;

(3) a statement of the profession or professions to be practiced in

this state and a statement that the foreign professional service limited

liability company is authorized to practice such profession or

professions in the jurisdiction of its formation;

(4) the name, address and, where applicable, license number of each

professional within the foreign professional service limited liability

company who is licensed to practice the profession or professions in

this state;

(5) the city, incorporated village or town and the county within this

state in which its office is to be located;

(6) a designation of the secretary of state as its agent upon whom

process against it may be served and the post office address within or

without this state to which the secretary of state shall mail a copy of

any process against it served upon him or her. The limited liability

company may include an email address to which the secretary of state

shall email a notice of the fact that process against it has been

electronically served upon him or her; and

(7) if it is to have a registered agent, his or her name and address

within this state and a statement that the registered agent is to be its

agent upon whom process against it may be served.

(b) Attached to the application for authority shall be:

(1) a certificate by an authorized officer of the jurisdiction of its

formation that the foreign professional service limited liability

company is an existing limited liability company;

(2) a certificate or certificates issued by the licensing authority

that each professional within such limited liability company who is an

individual and intending to practice the profession or professions in

this state is licensed to practice said profession or professions in

this state and for each such professional that is a professional service

corporation, foreign professional service corporation, professional

service limited liability company, foreign professional service limited

liability company, registered limited liability partnership, foreign

limited liability partnership or professional partnership, (A) such

certificate or certificates issued by the licensing authority shall

certify either (i) that each such professional service corporation,

foreign professional service corporation, professional service limited

liability company, foreign professional service limited liability

company, registered limited liability partnership, foreign limited

liability partnership or professional partnership intending to practice

a profession in the state is authorized by law to practice in the state

the profession that such foreign limited liability company intends to

practice in the state and, if applicable, that each shareholder, member

or partner of such proposed member or manager is authorized by law to

render the professional service that such foreign limited liability

company intends to practice in this state or (ii) that one or more of

such professional service corporation, foreign professional service

corporation, professional service limited liability company, foreign

professional service limited liability company, registered limited

liability partnership, foreign limited liability partnership or

professional partnership, intending to practice a profession in this

state is authorized by law to practice in this state the profession that

such foreign limited liability company intends to practice and that one

or more of the shareholders, members or partners of such proposed

members or managers are authorized to practice within this state each

profession that such foreign limited liability company will be

authorized to practice within this state and (B) there shall be attached

to the application for authority a certificate by an authorized officer

of the jurisdiction of its formation that the professional service

corporation, foreign professional service corporation, professional

service limited liability company, foreign professional service limited

liability company, registered limited liability partnership or foreign

limited liability partnership is validly existing and, in the case of a

foreign professional service corporation, foreign professional service

limited liability company or foreign limited liability partnership, a

certificate from the secretary of state that such foreign professional

service corporation, foreign professional service limited liability

company or foreign limited liability partnership is authorized to do

business under article fifteen-A of the business corporation law, this

article or article eight-B of the partnership law, as the case may be.

In order to obtain said certificate or certificates, a copy of the

articles of organization shall be furnished to the licensing authority;

and

(3) a certificate or certificates, issued by the licensing authority

in the case of a foreign professional service limited liability company

providing health services, stating that each member or manager of the

foreign professional service limited liability company is licensed to

practice said profession in this state.

(c) The fee for filing the application for authority shall be two

hundred dollars, payable to the department of state, and the fee for a

certificate of authority issued by the state education department shall

be fifty dollars.

(d) (i) Within one hundred twenty days after the filing of the

application for authority with the department of state, a copy of the

same or a notice containing the substance thereof shall be published

once in each week for six successive weeks, in two newspapers of the

county within this state in which the office of the foreign professional

service limited liability company is located, one newspaper to be

printed weekly and one newspaper to be printed daily, to be designated

by the county clerk. When such county is located within a city with a

population of one million or more, such designation shall be as though

the copy or notice were a notice or advertisement of judicial

proceedings. Proof of the publication required by this paragraph,

consisting of the certificate of publication of the foreign professional

service limited liability company with the affidavits of publication of

such newspapers annexed thereto, must be filed with the department of

state. Notwithstanding any other provision of law, if the office of the

foreign professional service limited liability company is located in a

county wherein a weekly or daily newspaper of the county, or both, has

not been so designated by the county clerk, then the publication herein

required shall be made in a weekly or daily newspaper of any county, or

both, as the case may be, which is contiguous to, such county, provided

that any such newspaper meets all the other requirements of this

paragraph. A copy or notice published in a newspaper other than the

newspaper or newspapers designated by the county clerk shall not be

deemed to be one of the publications required by this paragraph. The

notice shall include: (1) the name of the foreign professional service

limited liability company; (2) the date of filing of the application for

authority with the department of state; (3) the jurisdiction and date of

its organization; (4) the county within this state, in which the office

of the foreign professional service limited liability company is

located; (4-a) the street address of the principal business location, if

any; (5) a statement that the secretary of state has been designated as

agent of the foreign professional service limited liability company upon

whom process against it may be served and the post office address within

or without this state to which the secretary of state shall mail a copy

of any process against it served upon him or her; (6) if the foreign

professional service limited liability company is to have a registered

agent, his or her name and address within this state and a statement

that the registered agent is to be the agent of the foreign professional

service limited liability company upon whom process against it may be

served; (7) the address of the office required to be maintained in the

jurisdiction of its organization by the laws of that jurisdiction or, if

not so required, of the principal office of the foreign professional

service limited liability company; (8) the name and address of the

authorized officer in its jurisdiction of organization where a copy of

its certificate of organization is filed or, if no public filing of its

certificate of organization is required by the law of its jurisdiction

of organization, a statement that the foreign professional service

limited liability company shall provide, on request, a copy thereof with

all amendments thereto (if such documents are in a foreign language, a

translation thereof under oath of the translator shall be attached

thereto), and the name and post office address of the person responsible

for providing such copies; and (9) the character or purpose of the

business of such foreign professional service limited liability company.

Where, at any time after completion of the first of the six weekly

publications required by this paragraph and prior to the completion of

the sixth such weekly publication, there is a change in any of the

information contained in the copy or notice as published, the foreign

professional service limited liability company may complete the

remaining publications of the original copy or notice, and the foreign

professional service limited liability company shall not be required to

publish any further or amended copy or notice. Where, at any time after

completion of the six weekly publications required by this paragraph,

there is a change to any of the information contained in the copy or

notice as published, no further or amended publication or republication

shall be required to be made. If within one hundred twenty days after

the filing of its application for authority with the department of

state, proof of such publication, consisting of the certificate of

publication of the foreign professional service limited liability

company with the affidavits of publication of the newspapers annexed

thereto has not been filed with the department of state, the authority

of such foreign professional service limited liability company to carry

on, conduct or transact any business in this state shall be suspended,

effective as of the expiration of such one hundred twenty day period.

The failure of a foreign professional service limited liability company

to cause such copy or notice to be published and such certificate of

publication and affidavits of publication to be filed with the

department of state within such one hundred twenty day period or the

suspension of such foreign professional service limited liability

company's authority to carry on, conduct or transact business in this

state pursuant to this paragraph shall not limit or impair the validity

of any contract or act of such foreign professional service limited

liability company, or any right or remedy of any other party under or by

virtue of any contract, act or omission of such foreign professional

service limited liability company, or the right of any other party to

maintain any action or special proceeding on any such contract, act or

omission, or right of such foreign professional service limited

liability company to defend any action or special proceeding in this

state, or result in any member, manager or agent of such foreign

professional service limited liability company becoming liable for the

contractual obligations or other liabilities of the foreign professional

service limited liability company. If, at any time following the

suspension of a foreign professional service limited liability company's

authority to carry on, conduct or transact business in this state

pursuant to this paragraph, such foreign professional service limited

liability company shall cause proof of publication in substantial

compliance with the provisions (other than the one hundred twenty day

period) of this paragraph, consisting of the certificate of publication

of the foreign professional service limited liability company with the

affidavits of publication of the newspapers annexed thereto, to be filed

with the department of state, such suspension of such foreign

professional service limited liability company's authority to carry on,

conduct or transact business shall be annulled.

(ii)(1) A foreign professional service limited liability company which

was formed and filed its application for authority with the department

of state prior to the effective date of this paragraph and complied with

the publication and filing requirements of this subdivision as in effect

prior to such effective date shall not be required to make any

publication or republication or any filing under paragraph (i) of this

subdivision, and shall not be subject to suspension pursuant to this

subdivision.

(2) Within twelve months after the effective date of this paragraph, a

foreign professional service limited liability company which was formed

and filed its application for authority with the department of state

prior to such effective date and which did not comply with the

publication and filing requirements of this subdivision as in effect

prior to such effective date shall publish a copy of its application for

authority or a notice containing the substance thereof in the manner

required (other than the one hundred twenty day period) by this

subdivision as in effect prior to such effective date and file proof of

such publication, consisting of the certificate of publication of the

foreign professional service limited liability company with the

affidavits of publication of the newspapers annexed thereto, with the

department of state.

(3) If a foreign professional service limited liability company that

is subject to the provisions of subparagraph two of this paragraph fails

to file the required proof of publication with the department of state

within twelve months after the effective date of this paragraph, its

authority to carry on, conduct or transact any business in this state

shall be suspended, effective as of the expiration of such twelve month

period.

(4) The failure of a foreign professional service limited liability

company that is subject to the provisions of subparagraph two of this

paragraph to fully comply with the provisions of said subparagraph two

of this paragraph or the suspension of such foreign professional service

limited liability company's authority to carry on, conduct or transact

any business in this state pursuant to subparagraph three of this

paragraph shall not impair or limit the validity of any contract or act

of such foreign professional service limited liability company, or any

right or remedy of any other party under or by virtue of any contract,

act or omission of such foreign professional service limited liability

company, or the right of any other party to maintain any action or

special proceeding on any such contract, act or omission, or right of

such foreign professional service limited liability company to defend

any action or special proceeding in this state, or result in any member,

manager or agent of such foreign professional service limited liability

company becoming liable for the contractual obligations or other

liabilities of the foreign professional service limited liability

company.

(5) If, at any time following the suspension of a foreign professional

service limited liability company's authority to carry on, conduct or

transact business in this state, pursuant to subparagraph three of this

paragraph, such foreign professional service limited liability company

shall cause proof of publication in substantial compliance with the

provisions (other than the one hundred twenty day period) of paragraph

(i) of this subdivision, consisting of the certificate of publication of

the foreign professional service limited liability company with the

affidavits of publication of the newspapers annexed thereto, to be filed

with the department of state, such suspension of such foreign

professional service limited liability company's authority to carry on,

conduct or transact business shall be annulled.

(6) For the purposes of this paragraph, a foreign professional service

limited liability company which was formed and filed its application for

authority with the department of state prior to the effective date of

this paragraph shall be deemed to have complied with the publication and

filing requirements of this subdivision as in effect prior to such

effective date if (i) the foreign professional service limited liability

company was formed and filed its application for authority with the

department of state on or after January first, nineteen hundred

ninety-nine and prior to such effective date and the foreign

professional service limited liability company filed at least one

affidavit of the printer or publisher of a newspaper with the department

of state at any time prior to such effective date, or (ii) the foreign

professional service limited liability company was formed and filed its

application for authority with the department of state prior to January

first, nineteen hundred ninety-nine, without regard to whether the

foreign professional service limited liability company did or did not

file any affidavit of the printer or publisher of a newspaper with the

secretary of state.

(iii) The information in a notice published pursuant to this

subdivision shall be presumed to be in compliance with and satisfaction

of the requirements of this subdivision.

(Reserved)

Regulation of professions. (a) This article shall not repeal,

modify or restrict any provision of the education law or the judiciary

law or any rules or regulations adopted thereunder regulating the

professions referred to in the education law or the judiciary law except

to the extent in conflict herewith.

(b) A foreign professional service limited liability company, other

than a foreign professional service limited liability company authorized

to practice law, shall be under the supervision of the regents of the

university of the state of New York and be subject to disciplinary

proceedings and penalties, and its authority to do business shall be

subject to suspension, revocation or annulment for cause, in the same

manner and to the same extent as is provided with respect to individuals

and their licenses, certificates and registrations in title eight of the

education law relating to the applicable profession. Notwithstanding

the provisions of this subdivision, a foreign professional service

limited liability company authorized to practice medicine shall be

subject to the pre-hearing procedures and hearing procedures as are

provided with respect to individual physicians and their licenses in

Title II-A of article two of the public health law.

(c) A foreign professional service limited liability company

authorized to practice law shall be subject to the regulation and

control of, and its authority to do business shall be subject to

suspension, revocation or annulment for cause by, the appellate division

of the supreme court and the court of appeals in the same manner and to

the same extent provided in the judiciary law with respect to individual

attorneys and counselors-at-law. Such limited liability company need not

qualify for any certification under section four hundred sixty-four of

the judiciary law, take an oath of office under section four hundred

sixty-six of the judiciary law or register under section four hundred

sixty-seven of the judiciary law.

Licensing of individuals. No member, manager or employee of a

foreign professional service limited liability company who is an

individual shall practice his or her profession in this state unless

such individual is duly licensed to practice such profession in this

state.

Severability. If any provision of this chapter or application

thereof to any person or circumstances is held invalid, such invalidity

shall not affect other provisions or applications of this chapter that

can be given effect without the invalid provision or application, and to

this end the provisions of this chapter are declared severable.

Statutory construction; references. (a) Unless otherwise

stated, all references in this chapter to articles or sections refer to

the articles or sections of this chapter, and all references in any

section of this chapter to a lettered or numbered subdivision refer to

the subdivision so lettered or numbered in such section.

(b) Headings to sections are supplied in this chapter for the purpose

of convenient reference and do not constitute part of the law.

(c) As used in this chapter all pronouns and any variations thereof

refer to the masculine, feminine or neuter, singular or plural, as the

context may require.

Effective date. This chapter shall take effect on the

ninetieth day after it shall have become a law.