reglab/housing_qa huggingface dataset:
NY LLC L § 702 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 7 - Dissolution 702 - Judicial Dissolution.

§  702.  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.
NY LLC L § 703 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 7 - Dissolution 703 - Winding Up.

§  703.  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.
NY LLC L § 704 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 7 - Dissolution 704 - Distribution of Assets.

§  704.  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.
NY LLC L § 705 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 7 - Dissolution 705 - Articles of Dissolution.

§  705.  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.
NY LLC L § 801 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 8 - Foreign Limited Liability Companies 801 - Governing Law.

§ 801. 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.
NY LLC L § 803 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 8 - Foreign Limited Liability Companies 803 - Activities Not Constituting Doing Business.

§  803.  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.
NY LLC L § 804 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 8 - Foreign Limited Liability Companies 804 - Amendments to Application for Authority.

§ 804. 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.
NY LLC L § 805 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 8 - Foreign Limited Liability Companies 805 - Issuance of Certificate of Authority; Effect.

§  805.  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.
NY LLC L § 806 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 8 - Foreign Limited Liability Companies 806 - Surrender of Certificate of Authority.

§  806.  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.   * NB Effective until January 1, 2023   * (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.   * NB Effective January 1, 2023
NY LLC L § 808 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 8 - Foreign Limited Liability Companies 808 - Doing Business Without Certificate of Authority.

§  808. 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.
NY LLC L § 809 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 8 - Foreign Limited Liability Companies 809 - Action by Attorney General.

§  809.  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.
NY LLC L § 1001 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 10 - Mergers 1001 - Merger or Consolidation.

§ 1001. 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.
NY LLC L § 1005 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 10 - Mergers 1005 - Payment of Interest of Dissenting Members.

§ 1005. 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.
NY LLC L § 1007 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 10 - Mergers 1007 - Effect of Conversion.

§ 1007. 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.
NY LLC L § 1102 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 11 - Miscellaneous 1102 - Records.

§  1102.  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.