1002 – Procedures for Merger or Consolidation.
§ 1002. Procedures for merger or consolidation. (a) In connection with a merger or consolidation under this chapter, rights or securities of, or interests in, a limited liability company or other business entity that is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights or securities […]
1003 – Certificate of Merger or Consolidation; Contents.
§ 1003. Certificate of merger or consolidation; contents. (a) After approval of the agreement of merger or consolidation by each domestic limited liability company or other business entity merging or consolidating under this article, unless the merger or consolidation is terminated in accordance with subdivision (d) of section ten hundred two of this article, paragraph […]
1004 – Effect of Merger or Consolidation.
§ 1004. Effect of merger or consolidation. (a) When any merger or consolidation shall have become effective under this chapter, for all purposes of the laws of this state, all of the rights, privileges, immunities, powers and purposes of each of the domestic limited liability companies and other business entities that have merged or consolidated, […]
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 […]
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 […]
802 – Application for Authority.
§ 802. Application for authority. (a) Before doing business in this state, a foreign limited liability company shall apply for authority to do business in this state by submitting to the department of state (i) a certificate of existence or, if no such certificate is issued by the jurisdiction of formation, a certified copy of […]
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 […]
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 […]