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 […]
1006 – Conversion of Partnership or Limited Partnership to Limited Liability Company.
§ 1006. Conversion of partnership or limited partnership to limited liability company. (a) As used in this article, unless the context otherwise requires, the term, “limited partnership” means a limited partnership formed under the laws of this state; and the terms “general partner,” “limited partner” and “majority in interest of the limited partners” shall have […]
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 […]
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 […]
804-A – Certificate of Change.
§ 804-A. Certificate of change. (a) A foreign limited liability company may amend its application for authority from time to time to (i) specify or change the location of the limited liability company’s office; (ii) specify or change the post office address to which the secretary of state shall mail a copy of any process […]
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 […]
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 […]
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 […]
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 […]
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 […]