Kiritsis & Associates
Kiritsis & Associates
By John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M
Kiritsis Law Group
212 922 0005
Chapter 34 Article 6 of the New York Limited Liability Company Law pertains to the transfer of ownership interests in LLCs in New York. It outlines the rules for the transfer of membership interests, including the right of first refusal and the restriction on transferability in the LLC's operating agreement. The article also covers the procedure for admitting new members to the LLC, as well as the withdrawal of members and the consequences of such actions on the LLC's operations and management. Additionally, it discusses the fiduciary duties owed by members with respect to the transfer of membership interests.
LLCs are required to have an operating agreement, which is a document that sets out the rules and procedures for running the company. The operating agreement can be very flexible and can be tailored to meet the specific needs of the company and its members. LLCs are not required to hold regular meetings or keep minutes, although it is generally a good practice to do so. LLCs can have one or more managers, who are responsible for the day-to-day operations of the company. The managers of an LLC can be members or non-members, and can be appointed or elected by the members. LLCs are required to file an annual report with the state, which typically includes information about the company's ownership and management. LLCs are not required to have a board of directors, although some larger LLCs may choose to have one.
New York Business Corporation Law
New York Limited Liability Company
New York General Obligations Law
NYS Office of Professions
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
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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