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 […]
604 – Rights of Assignee to Become a Member.
§ 604. Rights of assignee to become a member. (a) Except as provided in the operating agreement, an assignee of a membership interest may not become a member without the vote or written consent of at least a majority in interest of the members, other than the member who assigned or proposes to assign such […]
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.