2023 New York Laws › LLC - Limited Liability Company Law › Article 2 - Formation › 202 - Powers.

§  202.  Powers. Unless the articles of organization provide otherwise
and subject to any limitations provided in this chapter or any other law
of this state, a limited liability company may:
(a) sue or be sued, or institute, participate in or defend any  action
or   proceeding,   whether   judicial,  arbitrative,  administrative  or
otherwise, in its name;
(b) purchase, take, receive, lease or otherwise  acquire,  own,  hold,
improve,  use  or otherwise deal in or with real or personal property or
an interest in real or personal property, wherever situated;
(c) sell, convey, assign, encumber, mortgage, pledge, lease, exchange,
transfer, create a security interest in or otherwise dispose of  all  or
part of its property or assets;
(d)  purchase, take, receive, subscribe for or otherwise acquire, own,
hold, vote, employ, sell, mortgage, lend, pledge or otherwise dispose of
and otherwise use and deal in and with shares  or  other  interests  in,
securities issued by and direct or indirect obligations of:
(1) other persons; or
(2)   any  government,  state,  territory,  governmental  district  or
municipality or of any instrumentality or subdivision of any of them;
(e) make contracts,  including,  but  not  limited  to,  contracts  of
guaranty  and  suretyship, incur liabilities, borrow money at such rates
of interest as the limited liability company may  determine,  issue  its
notes,  bonds  or  other  obligations,  secure any of its obligations by
mortgage, pledge or  other  encumbrance  of  all  or  any  part  of  its
property,   franchises  and  income,  make  contracts  of  guaranty  and
suretyship that are necessary or convenient to the conduct, promotion or
attainment of the business of (i) a limited liability company  or  other
person  at  least  a  majority  of  the  outstanding membership or other
ownership interests of which are owned, directly or indirectly,  by  the
contracting  limited liability company, (ii) a limited liability company
or other person that owns, directly or indirectly, at least  a  majority
of  the  outstanding  membership  interests  of  the contracting limited
liability company or (iii) a limited liability company or  other  person
at  least  a  majority  of the outstanding membership or other ownership
interests of which are owned,  directly  or  indirectly,  by  a  limited
liability  company or other person that owns, directly or indirectly, at
least  a  majority  of  the  outstanding  membership  interests  of  the
contracting  limited  liability company, which contracts of guaranty and
suretyship shall be deemed to be necessary or convenient to the conduct,
promotion or attainment of  the  business  of  the  contracting  limited
liability  company  and  make other contracts of guaranty and suretyship
that are necessary or convenient to the conduct, promotion or attainment
of the business of the contracting limited liability company. A  limited
liability company may make any contracts of guaranty and suretyship that
are  not necessary or convenient to the conduct, promotion or attainment
of the business of the contracting limited liability  company  upon  the
vote of the percentage in interest of the members or class or classes of
members provided in the operating agreement, or if no such percentage is
so  stated,  upon  the  vote  of  a  majority in interest of the members
entitled  to  vote  thereon;  provided,  however,  that  the   operating
agreement may provide that no such vote is required;
(f)  lend  money for any lawful purpose, invest or reinvest its funds,
or take and hold real or personal property as security for  the  payment
of funds so loaned or invested;
(g)  conduct  its  business, carry on its operations, maintain offices
and exercise the powers granted by this chapter in  any  state,  foreign
country or other jurisdiction;
(h)  elect  or  appoint  managers, employees and agents of the limited
liability company, define their duties and fix their compensation;
(i)  assist,  lend money to and transact other business with a member,
manager, agent or employee of such limited liability company;
(j) make and alter its operating agreement, not inconsistent with  its
articles  of organization or with the laws of this state, concerning the
business of the  limited  liability  company  and  the  conduct  of  its
affairs;
(k) indemnify a member or manager or any other person;
(l)   pay  pensions  and  establish  pension  plans,  pension  trusts,
profit-sharing plans, profit-sharing trusts, equity bonus plans,  equity
option plans and other incentive plans for any of its members, managers,
employees,  agents  or  consultants  or  any of the directors, officers,
managers, employees, agents or consultants of its affiliates;
(m)  make  donations  for  the  public  welfare  or  for   charitable,
scientific, religious, civic, educational or similar purposes;
(n) transact any lawful business in aid of governmental policy;
(o)  be  a  promoter,  shareholder,  general partner, limited partner,
member,  associate  or  manager   of   any   association,   corporation,
partnership,  limited  partnership,  limited  liability  company,  joint
venture, trust or other entity or enterprise;
(p) cease its activities,  cancel  its  articles  of  organization  or
dissolve; and
(q)  have  and  exercise all powers, in addition to those set forth in
subdivisions (a) through (p) of this section, not inconsistent with law,
necessary or convenient to effect any or all of the purposes  for  which
the  limited  liability  company  is  formed.  In  order  for  a limited
liability company to exercise the powers enumerated in this chapter,  it
is   not  necessary  to  set  forth  such  powers  in  the  articles  of
organization.