reglab/statecodes huggingface dataset:
2023 New York Laws › LLC - Limited Liability Company Law › Article 2 - Formation › 214 - Restated Articles of Organization.

§  214.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 3 - Service of Process › 301-B - Electronic Service of Process.

§  301-b.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 3 - Service of Process › 302 - Registered Agent for Service of Process.

§ 302. 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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 3 - Service of Process › 303 - Service of Process on Limited Liability Companies.

§ 303. 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.  (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.
(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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 3 - Service of Process › 305 - Records of Process Served on the Secretary of State.

§  305.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 401 - Management of the Limited Liability Company by Members.

§  401.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 403 - Meetings of Members.

§  403.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 404 - Quorum of Members.

§  404.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 405 - Notice of Meetings of Members.

§  405.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 406 - Waiver of Notice.

§  406.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 407 - Action by Members Without a Meeting.

§  407.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 408 - Management by Managers.

§  408.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 409 - Duties of Managers.

§  409.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 412 - Agency of Members or Managers.

§  412.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 413 - Election and Term of Managers.

§  413.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 414 - Removal or Replacement of Managers.

§  414.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 415 - Resignation of Managers.

§  415.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 416 - Vacancies.

§  416.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 418 - Classes and Voting of Members.

§ 418. 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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 419 - Classes and Voting of Managers.

§   419.   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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 420 - Indemnification.

§  420. 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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 5 - Contributions and Distributions › 501 - Form of Capital Contributions.

§  501. 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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 5 - Contributions and Distributions › 502 - Liability for Contributions.

§  502.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 5 - Contributions and Distributions › 503 - Sharing of Profits and Losses.

§  503.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 5 - Contributions and Distributions › 504 - Sharing of Distributions.

§ 504. 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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 5 - Contributions and Distributions › 505 - Distributions in Kind.

§  505. 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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 5 - Contributions and Distributions › 506 - Right to Distribution.

§  506.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 5 - Contributions and Distributions › 507 - Interim Distributions.

§  507.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 5 - Contributions and Distributions › 508 - Limitations on Distributions.

§  508.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 5 - Contributions and Distributions › 509 - Distribution Upon Withdrawal.

§  509.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 6 - Members and Membership › 602 - Admission of Members.

§  602.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 6 - Members and Membership › 603 - Assignment of Membership Interest.

§  603.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 6 - Members and Membership › 604 - Rights of Assignee to Become a Member.

§  604.  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.
2023 New York Laws › LLC - Limited Liability Company Law › Article 6 - Members and Membership › 605 - Liability Upon Assignment.

§  605.  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.