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 […]
402 – Voting Rights of Members.
§ 402. Voting rights of members. (a) Except as provided in the operating agreement, in managing the affairs of the limited liability company, electing managers or voting on any other matter that requires the vote at a meeting of the members pursuant to this chapter, the articles of organization or the operating agreement, each member […]
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 […]
205 – Reservation of Name.
§ 205. Reservation of name. (a) Subject to section two hundred four of this article, the exclusive right to the use of a name may be reserved by: (1) any person intending to form or cause the formation of a domestic limited liability company under this chapter; (2) any domestic limited liability company or any […]
206 – Affidavits of Publication.
§ 206. Affidavits of publication. (a) Within one hundred twenty days after the effectiveness of the initial articles of organization as determined pursuant to subdivision (d) of section two hundred three of this article, a copy of the same or a notice containing the substance thereof shall be published once in each week for six […]
207 – Execution of Articles or Certificates.
§ 207. Execution of articles or certificates. (a) Each article or certificate required by this chapter to be filed with the department of state shall be executed in the following manner: (1) the initial articles of organization must be signed by an organizer or organizers of the limited liability company; (2) a certificate of amendment […]
208 – Execution, Amendment or Cancellation by Judicial Act.
§ 208. Execution, amendment or cancellation by judicial act. If a person required by section two hundred seven of this article to execute articles or a certificate fails or refuses to do so, any member or any permitted assignee of a membership interest who is adversely affected by such failure or refusal may petition the […]
209 – Filing With the Department of State.
§ 209. Filing with the department of state. A signed articles of organization and any signed certificate of amendment or other certificates filed pursuant to this chapter or of any judicial decree of amendment or cancellation shall be delivered to the department of state. If the instrument that is delivered to the department of state […]
210 – Liability for False Statement in Articles or Certificates.
§ 210. Liability for false statement in articles or certificates. (a) If any articles of organization, certificate of amendment or other certificate filed pursuant to this chapter contains a materially false statement, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from: (1) any person who executes the […]
211 – Amendment of Articles of Organization.
§ 211. Amendment of articles of organization. (a) A limited liability company may amend its articles of organization, from time to time, in any and as many respects as may be desired by (i) preparing a certificate of amendment, entitled “Certificate of amendment of the articles of organization of… (name of limited liability company) under […]