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NEW YORK LIMITED LIABILITY COMPANY LAW
LLC

Last update: 2011-11-14


  • Article 1. Short Title and Definitions 101 - 102
  • Article 2. Formation 201 - 214
  • Article 3. Service of Process 301 - 305
  • Article 4. Management by Members or Managers 401 - 420
  • Article 5. Contributions and Distributions 501 - 509
  • Article 6. Members and Membership 601 - 611
  • Article 7. Dissolution 701 - 705
  • Article 8. Foreign Limited Liability Companies 801 - 809
  • Article 10. Mergers 1001 - 1007
  • Article 11. Miscellaneous 1101 - 1104
  • Article 12. Professional Service Limited Liability Companies 1201 - 1216
  • Article 13. Foreign Professional Service Limited Liability Companies 1301 - 1309
  • Article 14. Savings Clauses; Effective Dates 1401 - 1403
  • Version 2011-11-14

Article 1
Short Title and Definitions

Section 101. Short title.

This chapter shall be known as the "New York Limited Liability Company Law."

Section 102. Definitions.

(a) "Articles of organization" means the articles of organization filed with the department of state for the purpose of forming a limited liability company pursuant to section two hundred three of this chapter, as amended or restated pursuant to section two hundred eleven or section two hundred fourteen of this chapter.

(a-1) "Affidavit of publication" means the affidavit of the printer or publisher of a newspaper in which a publication pursuant to sections two hundred six, eight hundred two, one thousand two hundred three, and one thousand three hundred six of this chapter has been made. The affidavit of publication shall be in a form substantially as follows:

"Affidavit of Publication Under Section (specify applicable section) of the Limited Liability Company Law State of New York, County of ________, ss.:

The undersigned is the printer (or publisher) of ______________ (name of newspaper), a _________ (daily or weekly) newspaper published in ________________, New York. A notice regarding _______________ (name of limited liability company) was published in said newspaper once in each week for six successive weeks, commencing on __________ and ending on ________. The text of the notice as published in said newspaper is as set forth below, or in the annexed exhibit. This newspaper has been designated by the Clerk of ________ County for this purpose. ____________ (signature) __________(printed name), (jurat)"

The text of the notice set forth in or annexed to each affidavit of publication shall: (i) include only the text of the published notice, (ii) be free of extraneous marks, and (iii) if submitted in paper form, be printed on paper of such size, weight and color, and in ink of such color, and in such font, and be in such other qualities and form not inconsistent with any other provision of law as, in the judgment of the secretary of state, will not impair the ability of the department of state to include a legible and permanent copy thereof in its official records. Nothing in this subdivision shall be construed as requiring the department of state to accept for filing a document submitted in electronic form.

(b) "Authorized foreign limited liability company" means a foreign limited liability company authorized to do business in this state pursuant to article eight of this chapter.

(c) "Authorized person" means a person, whether or not a member, who is authorized by the operating agreement, or otherwise, to act on behalf of a limited liability company or foreign limited liability company.

(d) "Bankruptcy" means bankruptcy under the United States Bankruptcy Code, as amended, or insolvency under any state insolvency act.

(e) "Business" means every trade, occupation, profession or commercial activity.

(e-1) "Certificate of publication" means a certificate presented on behalf of the applicable limited liability company to the department of state together with the affidavits of publication pursuant to section two hundred six, eight hundred two, one thousand two hundred three, or one thousand three hundred six of this chapter. The certificate of publication shall be in a form substantially as follows:

"Certificate of Publication of ______ (name of limited liability company) Under Section ______ (specify applicable section) of the Limited Liability Company Law

The undersigned is the _________ (title) of ___________ (name of limited liability company). The published notices described in the annexed affidavits of publication contain all of the information required by the above-mentioned section of the Limited Liability Company Law. The newspapers described in such affidavits of publication satisfy the requirements set forth in the Limited Liability Company Law and the designation made by the county clerk. I certify the foregoing statements to be true under penalties of perjury. Date Signature Printed Name"

(f) "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to render services that a member contributes to a limited liability company in his or her capacity as a member.

(g) "Corporation" means a corporation formed under the laws of this state or a foreign corporation as defined in subdivision (j) of this section.

(h) "Court" means every court and judge of competent jurisdiction with respect to a particular matter, action or case.

(i) "Distribution" means the transfer of property by a limited liability company to one or more of its members in his or her capacity as a member.

(j) "Foreign corporation" means a corporation formed under the laws of any jurisdiction, including any foreign country, other than the laws of this state.

(k) "Foreign limited liability company" means an unincorporated organization formed under the laws of any jurisdiction, including any foreign country, other than the laws of this state (i) that is not authorized to do business in this state under any other law of this state and (ii) of which some or all of the persons who are entitled (A) to receive a distribution of the assets thereof upon the dissolution of the organization or otherwise or (B) to exercise voting rights with respect to an interest in the organization have, or are entitled or authorized to have, under the laws of such other jurisdiction, limited liability for the contractual obligations or other liabilities of the organization.

(l) "Foreign limited partnership" means a partnership that is formed under the laws of any jurisdiction, including any foreign country, other than the laws of this state and that has as partners one or more general partners and one or more limited partners.

(m) "Limited liability company" and "domestic limited liability company" mean, unless the context otherwise requires, an unincorporated organization of one or more persons having limited liability for the contractual obligations and other liabilities of the business (except as authorized or provided in section six hundred nine or twelve hundred five of this chapter), other than a partnership or trust, formed and existing under this chapter and the laws of this state.

(n) "Limited partnership" means a limited partnership formed under the laws of this state or a foreign limited partnership as defined in subdivision (l) of this section.

(o) "Majority in interest of the members" means, unless otherwise provided in the operating agreement, the members whose aggregate share of the current profits of the limited liability company constitutes more than one-half of the aggregate of such shares of all members.

(p) "Manager" means, subject to section four hundred one of this chapter, a person designated by the members to manage the limited liability company as provided in the operating agreement.

(q) "Member" means a person who has been admitted as a member of a limited liability company in accordance with the terms and provisions of this chapter and the operating agreement and has a membership interest in a limited liability company with the rights, obligations, preferences and limitations specified under this chapter and the operating agreement.

(r) "Membership interest" means a member's aggregate rights in a limited liability company, including, without limitation: (i) the member's right to a share of the profits and losses of the limited liability company; (ii) the member's right to receive distributions from the limited liability company; and (iii) the member's right to vote and participate in the management of the limited liability company.

(s) "Office of the limited liability company" means the office of the limited liability company, the location of which is stated in the articles of organization of a domestic limited liability company, or in the application for authority of a foreign limited liability company. Such office need not be a place where business activities are conducted by such limited liability company.

(t) "One-third in interest of the members" means, unless otherwise provided in the operating agreement, the members whose aggregate share of the current profits of the limited liability company constitutes one-third of the aggregate of such shares of all members.

(u) "Operating agreement" means any written agreement of the members concerning the business of a limited liability company and the conduct of its affairs and complying with section four hundred seventeen of this chapter.

(v) "Other business entity" means any person other than a natural person or domestic limited liability company.

(w) "Person" means any association, corporation, joint stock company, estate, general partnership (including any registered limited liability partnership or foreign limited liability partnership), limited association, limited liability company (including a professional service limited liability company), foreign limited liability company (including a foreign professional service limited liability company), joint venture, limited partnership, natural person, real estate investment trust, business trust or other trust, custodian, nominee or any other individual or entity in its own or any representative capacity.

(x) "Process" means judicial process and all orders, demands, notices or other papers required or permitted by law to be personally served on a limited liability company or foreign limited liability company, for the purpose of acquiring jurisdiction of such limited liability company in any action or proceeding, civil or criminal, whether judicial, administrative, arbitrative or otherwise, in this state or in the federal courts sitting in or for this state.

(y) "State" means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.

(z) "Two-thirds in interest of the members" means, unless otherwise provided in the operating agreement, the members whose aggregate share of the current profits of the limited liability company constitutes two-thirds of the aggregate of such shares of all members.

(aa) "Foreign related limited liability partnership" has the meaning given to it in section two of the partnership law.

(bb) "Profession" has the meaning given to it in subdivision (b) of section twelve hundred one of this chapter.

(cc) "Registered limited liability partnership" has the meaning given to it in section two of the partnership law.

(dd) "Foreign limited liability partnership" has the meaning given to it in section two of the partnership law.

(ee) "Professional service limited liability company" has the meaning given to it in subdivision (f) of section twelve hundred one of this chapter.

(ff) "Foreign professional service limited liability company" has the meaning given to it in subdivision (a) of section thirteen hundred one of this chapter.

(gg) "Professional service corporation" has the meaning given to it in subdivision (e) of section twelve hundred one of this chapter.

(hh) "Foreign professional service corporation" has the meaning given to it in subdivision (d) of section fifteen hundred twenty-five of the business corporation law.

Article 2
Formation

Section 201. Purpose.

A limited liability company may be formed under this chapter for any lawful business purpose or purposes except to do in this state any business for which another statute specifically requires some other business entity or natural person to be formed or used for such business.

Section 202. Powers.

Unless the articles of organization provide otherwise and subject to any limitations provided in this chapter or any other law of this state, a limited liability company may:

(a) sue or be sued, or institute, participate in or defend any action or proceeding, whether judicial, arbitrative, administrative or otherwise, in its name;

(b) purchase, take, receive, lease or otherwise acquire, own, hold, improve, use or otherwise deal in or with real or personal property or an interest in real or personal property, wherever situated;

(c) sell, convey, assign, encumber, mortgage, pledge, lease, exchange, transfer, create a security interest in or otherwise dispose of all or part of its property or assets;

(d) purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, employ, sell, mortgage, lend, pledge or otherwise dispose of and otherwise use and deal in and with shares or other interests in, securities issued by and direct or indirect obligations of:

(1) other persons; or

(2) any government, state, territory, governmental district or municipality or of any instrumentality or subdivision of any of them;

(e) make contracts, including, but not limited to, contracts of guaranty and suretyship, incur liabilities, borrow money at such rates of interest as the limited liability company may determine, issue its notes, bonds or other obligations, secure any of its obligations by mortgage, pledge or other encumbrance of all or any part of its property, franchises and income, make contracts of guaranty and suretyship that are necessary or convenient to the conduct, promotion or attainment of the business of (i) a limited liability company or other person at least a majority of the outstanding membership or other ownership interests of which are owned, directly or indirectly, by the contracting limited liability company, (ii) a limited liability company or other person that owns, directly or indirectly, at least a majority of the outstanding membership interests of the contracting limited liability company or (iii) a limited liability company or other person at least a majority of the outstanding membership or other ownership interests of which are owned, directly or indirectly, by a limited liability company or other person that owns, directly or indirectly, at least a majority of the outstanding membership interests of the contracting limited liability company, which contracts of guaranty and suretyship shall be deemed to be necessary or convenient to the conduct, promotion or attainment of the business of the contracting limited liability company and make other contracts of guaranty and suretyship that are necessary or convenient to the conduct, promotion or attainment of the business of the contracting limited liability company. A limited liability company may make any contracts of guaranty and suretyship that are not necessary or convenient to the conduct, promotion or attainment of the business of the contracting limited liability company upon the vote of the percentage in interest of the members or class or classes of members provided in the operating agreement, or if no such percentage is so stated, upon the vote of a majority in interest of the members entitled to vote thereon; provided, however, that the operating agreement may provide that no such vote is required;

(f) lend money for any lawful purpose, invest or reinvest its funds, or take and hold real or personal property as security for the payment of funds so loaned or invested;

(g) conduct its business, carry on its operations, maintain offices and exercise the powers granted by this chapter in any state, foreign country or other jurisdiction;

(h) elect or appoint managers, employees and agents of the limited liability company, define their duties and fix their compensation;

(i) assist, lend money to and transact other business with a member, manager, agent or employee of such limited liability company;

(j) make and alter its operating agreement, not inconsistent with its articles of organization or with the laws of this state, concerning the business of the limited liability company and the conduct of its affairs;

(k) indemnify a member or manager or any other person;

(l) pay pensions and establish pension plans, pension trusts, profit-sharing plans, profit-sharing trusts, equity bonus plans, equity option plans and other incentive plans for any of its members, managers, employees, agents or consultants or any of the directors, officers, managers, employees, agents or consultants of its affiliates;

(m) make donations for the public welfare or for charitable, scientific, religious, civic, educational or similar purposes;

(n) transact any lawful business in aid of governmental policy;

(o) be a promoter, shareholder, general partner, limited partner, member, associate or manager of any association, corporation, partnership, limited partnership, limited liability company, joint venture, trust or other entity or enterprise;

(p) cease its activities, cancel its articles of organization or dissolve; and

(q) have and exercise all powers, in addition to those set forth in subdivisions (a) through (p) of this section, not inconsistent with law, necessary or convenient to effect any or all of the purposes for which the limited liability company is formed. In order for a limited liability company to exercise the powers enumerated in this chapter, it is not necessary to set forth such powers in the articles of organization.

Section 203. Formation.

(a) One or more persons may act as an organizer or organizers to form a limited liability company by (i) preparing the articles of organization of such limited liability company in accordance with subdivision (e) of this section, (ii) executing such articles of organization in accordance with section two hundred seven of this article and (iii) filing such articles, entitled "Articles of organization of... (name of limited liability company) under section two hundred three of the Limited Liability Company Law," in accordance with section two hundred nine of this article.

(b) An organizer may, but need not be, a member of the limited liability company that he or she forms.

(c) At the time of its formation, a limited liability company must have at least one member.

(d) A limited liability company is formed at the time of the filing of the initial articles of organization with the department of state or at any later time specified in the articles of organization, not to exceed sixty days from the date of such filing. The filing of the articles of organization shall, in the absence of actual fraud, be conclusive evidence of the formation of the limited liability company as of the time of filing or effective date if later, except in an action or special proceeding brought by the attorney general. A limited liability company formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until the cancellation of the limited liability company's articles of organization.

(e) The articles of organization of a limited liability company shall set forth:

(1) the name of the limited liability company;

(2) the county within this state in which the office of the limited liability company is to be located or if the limited liability company shall maintain more than one office in this state, the county in which the principal office of the limited liability company is to be located;

(3) if the limited liability company is to have a specific date of dissolution in addition to the events of dissolution set forth in section seven hundred one of this chapter, the latest date on which the limited liability company is to dissolve;

(4) a designation of the secretary of state as agent of the limited liability company upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against the limited liability company served upon him or her;

(5) if the limited liability company is to have a registered agent, its name and address within this state and a statement that the registered agent is to be the agent of the limited liability company upon whom process against it may be served;

(6) if all or specified members are to be liable in their capacity as members for all or specified debts, obligations or liabilities of the limited liability company as authorized pursuant to section six hundred nine of this chapter, a statement that all or specified members are so liable for such debts, obligations or liabilities in their capacity as members of the limited liability company as authorized pursuant to section six hundred nine of this chapter; and

(7) any other provisions, not inconsistent with law, that the members elect to include in the articles or organization for the regulation of the internal affairs of the limited liability company, including, but not limited to, (A) the business purpose for which the limited liability company is formed, (B) a statement of whether there are limitations on the authority of members or managers or a class or classes thereof to bind the limited liability company and (C) any provisions that are required or permitted to be included in the operating agreement of the limited liability company pursuant to section four hundred seventeen of this chapter.

Section 204. Limited liability company name.

The name of each limited liability company as set forth in its articles of organization:

(a) shall contain without abbreviation the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC";

(b) (1) shall be such as to distinguish it from the name of (i) any domestic limited liability company, (ii) any authorized foreign limited liability company or (iii) a fictitious name of an authorized foreign limited liability company filed pursuant to section eight hundred two of this chapter, in each case, as such names appear on the index of names of existing domestic and authorized foreign limited liability companies of any type or kind, including fictitious names of authorized foreign limited liability companies filed pursuant to section eight hundred two of this chapter, in the department of state, or names the right to which are reserved;

(2) shall be such as to distinguish it from (i) the names of domestic business corporations, domestic not-for-profit corporations and other domestic corporations of any type or kind that are formed by a filing in the department of state, (ii) the names of authorized foreign business corporations, authorized foreign not-for-profit corporations and other authorized foreign corporations of any type or kind that are authorized to do business or conduct activities in this state by reason of a filing in the department of state, (iii) the fictitious names of authorized foreign business corporations, authorized foreign not-for-profit corporations and other authorized foreign corporations of any type or kind that are authorized to do business or conduct activities in this state by reason of a filing in the department of state, (iv) the names of domestic limited partnerships, (v) the names of authorized foreign limited partnerships, or (vi) the fictitious names of authorized foreign limited partnerships, in each case, as such names appear on the index of names of existing domestic and authorized foreign corporations of any type or kind, including fictitious names of authorized foreign corporations of any type or kind, in the department of state, or on the index of names of existing domestic or authorized foreign limited partnerships, including fictitious names of authorized foreign limited partnerships, in the department of state, or names the rights to which are reserved; provided, however, that no limited liability company that was formed prior to the effective date of this paragraph and no foreign limited liability company that was qualified to do business in this state prior to such effective date shall be required to change the name or fictitious name it had on such effective date solely by reason of such name or fictitious name being indistinguishable from the name or fictitious name of any domestic or authorized foreign corporation or limited partnership or from any name the right to which is reserved by or on behalf of any domestic or foreign corporation or limited partnership;

(c) shall, unless the limited liability company or foreign limited liability company shall have complied with the provisions of section one hundred thirty of the general business law, be the name used by the limited liability company in its conduct of business;

(d) shall not contain any word or phrase, or any abbreviation or derivative thereof, the use of which is prohibited or restricted by any other statute of this state, unless in the latter case the restrictions have been complied with;

(e) shall not contain the following phrases or any abbreviation or derivative thereof: board of trade state police chamber of commerce state trooper community renewal tenant relocation corporation urban development incorporated urban relocation partnership

(f) shall not contain the following words, or any abbreviation or derivative thereof: acceptance guaranty annuity indemnity assurance insurance attorney investment bank lawyer benefit loan bond mortgage casualty savings doctor surety endowment title fidelity trust finance underwriter unless the approval of the superintendent of banks or the superintendent of insurance, as appropriate, is attached to the articles of organization or unless the word "doctor" or "lawyer" or an abbreviation or derivative thereof is used in a context that clearly denotes a purpose other than the practice of law or medicine;

(g) shall not, unless the approval of the state department of social services is attached to the articles of organization or application for authority, contain the word "blind" or "handicapped." Such approval shall be granted by the state department of social services if in its opinion the word "blind" or "handicapped" as used in the limited liability company's proposed name will not tend to mislead or confuse the public into believing that the limited liability company is organized for charitable or nonprofit purposes related to the blind or the handicapped; and

(h) shall not, unless the approval of the attorney general is attached to the articles of organization or application for authority, contain the word "exchange" or any abbreviation or derivative thereof. Such approval shall not be granted by the attorney general if in his or her opinion the use of the word "exchange" in the limited liability company's proposed name would falsely imply that the limited liability company conducts its business at a place where trade is carried on in securities or commodities by brokers, dealers or merchants.

(i) shall not contain the following terms: "school," "education," "elementary," "secondary," "kindergarten," "prekindergarten," "preschool," "nursery school," "museum," "history," "historical," "historical society," "arboretum," "library," "college," "university" or other term restricted by section two hundred twenty-four of the education law; "conservatory," "academy," or "institute" or any abbreviation or derivative of such terms, shall have endorsed thereon or annexed thereto the consent of the commissioner of education.

Section 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 authorized foreign limited liability company intending to change its name;

(3) any foreign limited liability company intending to apply for authority to do business in this state and to adopt that name; and

(4) any person intending to form a foreign limited liability company and intending to have it apply for authority to do business in this state.

(b) A fictitious name for use pursuant to section eight hundred two of this chapter may be reserved by:

(1) any foreign limited liability company intending to apply for authority to do business in this state pursuant to section eight hundred two of this chapter;

(2) any authorized foreign limited liability company intending to change the fictitious name under which it does business in this state; and

(3) any authorized foreign limited liability company that has changed its name in its jurisdiction, such new name not being available in this state.

(c) Application to reserve a limited liability company name shall be delivered to the department of state. It shall set forth the name and address of the applicant, the name to be reserved and a statement of the basis for the application under subdivision (a) or (b) of this section. The secretary of state may require that there be included in the application a statement as to the nature of the business to be conducted by the limited liability company it being sufficient to state, either alone, or with other purposes, that the limited liability company intends to conduct any lawful act or activity for which limited liability companies may be formed under this chapter, provided that it also state that it is not intended to be formed to engage in any act or activity requiring the consent or approval of any state official, department, board or agency or other body without such consent or approval first being obtained. If the name is available for use by the applicant for a limited liability company, the department of state shall reserve the name for the use of the applicant for a period of sixty days and issue a certificate of reservation. The restrictions and qualifications set forth in section two hundred four of this article are not waived by the issuance of a certificate of reservation. The certificate of reservation shall include the name of the applicant, the name reserved and the date of reservation. The certificate of reservation (or in lieu thereof an affidavit by the applicant or by his or her agent or attorney that the certificate of reservation has been lost or destroyed) shall accompany the articles of organization or the application for authority when either is delivered to the department of state. The secretary of state may extend the reservation for additional periods of not more than sixty days each, upon the written request of the applicant or his or her attorney in fact or agent delivered to the department of state and filed before expiration of the reservation period then in effect. Such request shall have attached to it the certificate of reservation. No more than two such extensions shall be granted.

(d) Upon request of the applicant, delivered to the department of state before the expiration of the reserved period, the department shall cancel the reservation.

Section 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 successive weeks, in two newspapers of the county in which the office of the limited liability company is located, one newspaper to be printed weekly and one newspaper to be printed daily, to be designated by the county clerk. When such county is located within a city with a population of one million or more, such designation shall be as though the copy or notice were a notice or advertisement of judicial proceedings. Proof of the publication required by this subdivision, consisting of the certificate of publication of the limited liability company with the affidavits of publication of such newspapers annexed thereto, must be filed with the department of state. Notwithstanding any other provision of law, if the office of the limited liability company is located in a county wherein a weekly or daily newspaper of the county, or both, has not been so designated by the county clerk, then the publication herein required shall be made in a weekly or daily newspaper of any county, or both, as the case may be, which is contiguous to, such county, provided that any such newspaper meets all the other requirements of this subdivision. A copy or notice published in a newspaper other than the newspaper or newspapers designated by the county clerk shall not be deemed to be one of the publications required by this subdivision. The notice shall include: (1) the name of the limited liability company; (2) the date of filing of the articles of organization with the department of state and, if the date of formation is not the date of filing of the articles of organization, the date of the formation of the limited liability company; (3) the county within this state, in which the office of the limited liability company is located; (3-a) the street address of the principal business location, if any; (4) a statement that the secretary of state has been designated as agent of the limited liability company upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon him or her; (5) if the limited liability company is to have a registered agent, his or her name and address within this state and a statement that the registered agent is to be the agent of the limited liability company upon whom process against it may be served; (6) if the limited liability company is to have a specific date of dissolution in addition to the events of dissolution set forth in section seven hundred one of this chapter, the latest date upon which the limited liability company is to dissolve; and (7) the character or purpose of the business of such limited liability company. Where, at any time after completion of the first of the six weekly publications required by this subdivision and prior to the completion of the sixth such weekly publication, there is a change in any of the information contained in the copy or notice as published, the limited liability company may complete the remaining publications of the original copy or notice, and the limited liability company shall not be required to publish any further or amended copy or notice. Where, at any time after completion of the six weekly publications required by this subdivision, there is a change to any of the information contained in the copy or notice as published, no further or amended publication or republication shall be required to be made. If within one hundred twenty days after its formation, proof of such publication, consisting of the certificate of publication of the limited liability company with the affidavits of publication of the newspapers annexed thereto has not been filed with the department of state, the authority of such limited liability company to carry on, conduct or transact any business in this state shall be suspended, effective as of the expiration of such one hundred twenty day period. The failure of a limited liability company to cause such copy or notice to be published and such certificate of publication and affidavits of publication to be filed with the department of state within such one hundred twenty day period or the suspension of such limited liability company's authority to carry on, conduct or transact business in this state pursuant to this subdivision shall not limit or impair the validity of any contract or act of such limited liability company, or any right or remedy of any other party under or by virtue of any contract, act or omission of such limited liability company, or the right of any other party to maintain any action or special proceeding on any such contract, act or omission, or right of such limited liability company to defend any action or special proceeding in this state, or result in any member, manager or agent of such limited liability company becoming liable for the contractual obligations or other liabilities of the limited liability company. If, at any time following the suspension of a limited liability company's authority to carry on, conduct or transact business in this state pursuant to this subdivision, such limited liability company shall cause proof of publication in substantial compliance with the provisions (other than the one hundred twenty day period) of this subdivision, consisting of the certificate of publication of the limited liability company with the affidavits of publication of the newspapers annexed thereto, to be filed with the department of state, such suspension of such limited liability company's authority to carry on, conduct or transact business shall be annulled.

(b)(1) A limited liability company which was formed prior to the effective date of this subdivision and which complied with the publication and filing requirements of this section as in effect prior to such effective date shall not be required to make any publication or republication or any filing under subdivision (a) of this section, and shall not be subject to suspension pursuant to this section.

(2) Within twelve months after the effective date of this subdivision, a limited liability company, which was formed prior to such effective date, and which did not comply with the publication and filing requirements of this section as in effect prior to such effective date, shall publish a copy of its articles of organization or a notice containing the substance thereof in the manner required (other than the one hundred twenty day period) by this section as in effect prior to such effective date and file proof of such publication, consisting of the certificate of publication of the limited liability company with the affidavits of publication of the newspapers annexed thereto, with the department of state.

(3) If a limited liability company that is subject to the provisions of paragraph two of this subdivision fails to file the required proof of publication with the department of state within twelve months after the effective date of this subdivision, its authority to carry on, conduct or transact any business in this state shall be suspended, effective as of the expiration of such twelve month period.

(4) The failure of a limited liability company that is subject to the provisions of paragraph two of this subdivision to fully comply with the provisions of said paragraph two or the suspension of such limited liability company's authority to carry on, conduct or transact any business in this state pursuant to paragraph three of this subdivision shall not impair or limit the validity of any contract or act of such limited liability company, or any right or remedy of any other party under or by virtue of any contract, act or omission of such limited liability company, or the right of any other party to maintain any action or special proceeding on any such contract, act or omission, or right of such limited liability company to defend any action or special proceeding in this state, or result in any member, manager or agent of such limited liability company becoming liable for the contractual obligations or other liabilities of the limited liability company.

(5) If, at any time following the suspension of a limited liability company's authority to carry on, conduct or transact business in this state, pursuant to paragraph three of this subdivision, such limited liability company shall cause proof of publication in substantial compliance with the provisions (other than the one hundred twenty day period) of subdivision (a) of this section, consisting of the certificate of publication of the limited liability company with the affidavits of publication of the newspapers annexed thereto, to be filed with the department of state, such suspension of such limited liability company's authority to carry on, conduct or transact business shall be annulled.

(6) For the purposes of this subdivision, a limited liability company which was formed prior to the effective date of this subdivision shall be deemed to have complied with the publication and filing requirements of this section as in effect prior to such effective date if (i) the limited liability company was formed on or after January first, nineteen hundred ninety-nine and prior to such effective date and the limited liability company filed at least one affidavit of the printer or publisher of a newspaper with the department of state at any time prior to such effective date, or (ii) the limited liability company was formed prior to January first, nineteen hundred ninety-nine, without regard to whether the limited liability company did or did not file any affidavit of the printer or publisher of a newspaper with the secretary of state.

(c) The information in a notice published pursuant to this section shall be presumed to be in compliance with and satisfaction of the requirements of this section.

Section 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 must be signed by at least one member, manager or authorized person of the limited liability company;

(3) restated articles of organization or amended and restated articles of organization must be signed by at least one member, manager or authorized person of the limited liability company;

(4) a certificate of correction must be signed by at least one member, manager or authorized person of the limited liability company;

(5) a certificate of cancellation must be signed by at least one member, manager or authorized person of the limited liability company; and

(6) all other certificates must be signed by at least one member, manager or authorized person of the limited liability company.

(b) Any person may sign any articles or certificate by an attorney in fact. Powers of attorney relating to the signing of articles or a certificate by an attorney in fact need not be filed with the department of state or provided as evidence of authority by the person filing but must be retained in the records of the limited liability company.

(c) Each article or certificate must be signed.

(d) Each article or certificate must include the name and capacity of each signer.

Section 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 supreme court in the judicial district in which the office of the limited liability company is or is to be located to direct the execution of such articles or certificate. If the court finds that such articles or certificate should be executed and that such person has failed or refused to execute such articles or certificate, it shall order such person to file the appropriate articles or certificate.

Section 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 for filing complies as to form with the requirements of law and the filing fee required by any statute of this state in connection therewith has been paid, the instrument shall be filed and indexed by the department of state. The department of state shall not review such articles or certificates for legal sufficiency; its review shall be limited to determining that the form has been completed.

Section 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 articles of organization or certificate, or caused another to execute it on his or her behalf, and knew, and any manager who knew of the filing of such articles or certificate and who knew or should have known with the exercise of reasonable care and diligence, the statement to be false in any material respect at the time the articles or certificate was executed; and

(2) any manager who thereafter knows of the filing of such articles or certificate and who knows or should have known with the exercise of reasonable care and diligence that any arrangement or other fact described in such articles or certificate has changed, making the statement false in any material respect.

(b) Notwithstanding paragraph two of subdivision (a) of this section, no person shall have any liability for failing to cause the amendment or cancellation of the articles of organization or a certificate to be filed or failing to file a petition for its amendment or cancellation, if the articles of organization, certificate or petition is filed within ninety days of the time when that person knew or should have known that the statement in the articles of organization or certificate was false in any material respect.

Section 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 section two hundred eleven of the Limited Liability Company Law," in accordance with this section, (ii) executing such certificate of amendment in accordance with section two hundred seven of this article and (iii) filing such certificate of amendment in accordance with section two hundred nine of this article.

(b) The certificate of amendment may set forth only such provisions as might be lawfully contained in the initial articles of organization filed at the time of making such amendment.

(c) The certificate of amendment shall set forth:

(1) the name of the limited liability company and, if it has been changed, the name under which it was formed;

(2) the date of filing its initial articles of organization; and

(3) each amendment effected thereby, setting forth the subject matter of each provision of the articles of organization that is to be amended or eliminated and the full text of the provision or provisions, if any, which are to be substituted or added.

(d) In particular, but without limiting the general power of amendment as stated in subdivision (b) of this section, a limited liability company shall amend its articles of organization no later than ninety days after the happening of any of the following events:

(1) a change in the name of the limited liability company;

(2) a change in the county within this state in which the office of the limited liability company is to be located;

(3) a change in the latest date, if any, on which the limited liability company is to dissolve;

(4) the continuation of the limited liability company under section seven hundred one of this chapter after an event of dissolution;

(5) a change in the name or street address of its registered agent in the state if such change is made other than pursuant to section three hundred two of this chapter;

(6) a change in the post office address to which the secretary of state shall mail a copy of any process against the limited liability company served upon him or her if such change is made other than pursuant to section three hundred one of this chapter;

(7) a change in whether the limited liability company is to be managed by one or more members of a class or classes of members or by one or more managers or a class or classes of managers;

(8) the discovery of a materially false or inaccurate statement in the articles of organization; and

(9) the decision to change any other statement in the articles of organization.

(e) Unless otherwise provided in this chapter, a certificate of amendment shall be effective at the time of its filing with the department of state.