reglab/statecodes huggingface dataset:
2023 New York Laws › LLC - Limited Liability Company Law › Article 6 - Members and Membership › 606 - Withdrawal of a Member.

§  606.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 6 - Members and Membership › 607 - Rights of Creditors of Members.

§  607.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 6 - Members and Membership › 608 - Powers of Estate of a Deceased or Incompetent Member.

§  608.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 6 - Members and Membership › 611 - Business Transactions of a Member With the Limited Liability Company.

§  611.  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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
* (c)  In the case of a foreign limited liability company that is also
a reporting company, such reporting company shall amend its  application
for  authority  upon  any  change  in  the  beneficial owner information
required pursuant to section eight hundred ten of this article.
* NB Effective and Repealed January 1, 2026
2023 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.
2023 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.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 8 - Foreign Limited Liability Companies › 807 - Termination of Existence.

§  807.  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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 11 - Miscellaneous › 1103 - Transactions of Business Outside the State.

§  1103.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 11 - Miscellaneous › 1104 - Limited Liability Companies Prohibited From Interposing Defense of Usury.

§  1104.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 11 - Miscellaneous › 1105 - Limited Liability Geology Company.

§  1105. 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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 11 - Miscellaneous › 1106 - Definitions.

* §  1106.  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.
* NB Effective January 1, 2026
2023 New York Laws › LLC - Limited Liability Company Law › Article 12 - Professional Service Limited Liability Companies › 1201 - Definitions.

§  1201.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 12 - Professional Service Limited Liability Companies › 1202 - Limited Liability Companies Organized Under Other Provisions of Law.

§  1202.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 12 - Professional Service Limited Liability Companies › 1204 - Rendering of Professional Service.

§ 1204. 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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 12 - Professional Service Limited Liability Companies › 1205 - Professional Relationships and Liabilities.

§  1205.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 12 - Professional Service Limited Liability Companies › 1206 - Purposes of Formation.

§  1206.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 12 - Professional Service Limited Liability Companies › 1209 - Disqualification of Members, Managers and Employees.

§  1209.  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.