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 […]
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 […]
606 – Withdrawal of a Member.
§ 606. Withdrawal of a member. (a) A member may withdraw as a member of a limited liability company only at the time or upon the happening of events specified in the operating agreement and in accordance with the operating agreement. Notwithstanding anything to the contrary under applicable law, unless an operating agreement provides otherwise, […]
607 – Rights of Creditors of Members.
§ 607. Rights of creditors of members. (a) On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the […]
608 – Powers of Estate of a Deceased or Incompetent Member.
§ 608. Powers of estate of a deceased or incompetent member. If a member who is a natural person dies or a court of competent jurisdiction adjudges him or her to be incompetent to manage his or her person or his or her property, the member’s executor, administrator, guardian, conservator or other legal representative may […]
609 – Liability of Members, Managers and Agents.
§ 609. Liability of members, managers and agents. (a) Neither a member of a limited liability company, a manager of a limited liability company managed by a manager or managers nor an agent of a limited liability company (including a person having more than one such capacity) is liable for any debts, obligations or liabilities […]
610 – Parties to Actions.
§ 610. Parties to actions. A member of a limited liability company is not a proper party to proceedings by or against a limited liability company, except where the object is to enforce a member’s right against or liability to the limited liability company.
611 – Business Transactions of a Member With the Limited Liability Company.
§ 611. Business transactions of a member with the limited liability company. Except as may be provided in the operating agreement, a member may lend money to, borrow money from, act as a guarantor or surety for, provide collateral for the obligations of and transact other business with the limited liability company and, subject to […]