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.
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
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Law Offices of Kiritsis & Associates
Phone 212 922 0005
Manhattan Office (Main Office):
633 Third Avenue
New York, NY 10017
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Brooklyn, NY 11228
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Ventnor, NJ 08406
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