Kiritsis & Associates
Kiritsis & Associates
By John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M
Kiritsis Law Group
212 922 0005
LLCs can be converted into other business structures, such as corporations or partnerships, by filing the appropriate paperwork with the state. LLCs are not required to have bylaws, although it is generally a good practice to do so. LLCs can be formed by a single member or by multiple members. A limited liability company (LLC) is a type of business entity that offers the benefits of limited liability to its owners. LLCs are governed by state law, and each state has its own LLC laws. LLCs are typically easier and less expensive to form than corporations. LLC owners are called members, and they can be individuals, other LLCs, or corporations.
LLCs are often used by small businesses, real estate investors, and professional service providers. LLCs can be used to hold real estate or other assets, which can provide additional protection against personal liability. LLCs can be owned by a single member, known as a single-member LLC. Single-member LLCs are typically taxed as sole proprietorships, unless they elect to be taxed as a corporation. LLCs can have multiple classes of membership interests, which can be useful in structuring ownership and management arrangements. LLCs can be dissolved voluntarily by the members, or involuntarily by the state or a court. LLCs are subject to state laws regarding securities, which can affect how the company can raise capital and sell ownership interests.
Hadley v. Baxendale, 9 Exch. 341 (1854)
Wood v. Lucy, Lady Duff-Gordon, 222 N.Y. 88 (1917)
Jacob & Youngs v. Kent, 230 N.Y. 239 (1921)
Restatement (Second) of Contracts (1981)
Peevyhouse v. Garland Coal & Mining Co., 382 P.2d 109 (Okla. 1962)
Frigaliment Importing Co. v. B.N.S. International Sales Corp., 190 F. Supp. 116 (S.D.N.Y. 1960)
UCC § 2-207, Comment 1
Williams v. Walker-Thomas Furniture Co., 350 F.2d 445 (D.C. Cir. 1965)
Farnsworth on Contracts (1990)
Henningsen v. Bloomfield Motors, Inc., 32 N.J. 358 (1960)
The “Battle of the Forms” - UCC § 2-207
The “Parol Evidence Rule” - UCC § 2-202
The “Perfect Tender Rule” - UCC § 2-601
The “Statute of Frauds” - UCC § 2-201
Chapter 34 Article 2 of the New York Limited Liability Company Law pertains to the formation of LLCs in New York. It outlines the requirements and procedures for forming an LLC, including the preparation and filing of articles of organization, the naming and service of process requirements, and the role and responsibilities of the LLC's organizer. The article also covers the effects of the LLC's formation, such as its legal status and capacity to conduct business, as well as the process for amending the LLC's articles of organization.
New York Business Corporation Law
New York Limited Liability Company
New York General Obligations Law
NYS Office of Professions
Whether you are a new business startup or a well-established company, our law firm can help you with all of your business law legal needs. For a free consultation, you can call us at 212 922 0005.
Law Offices of Kiritsis & Associates
Phone 212 922 0005
Manhattan Office (Main Office):
633 Third Avenue
New York, NY 10017
Brooklyn Office (By Appointment Only):
1023 74th Street
Brooklyn, NY 11228
New Jersey Office:
7309 Ventnor Avenue
Ventnor, NJ 08406
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