Kiritsis & Associates

 

NEW YORK LIMITED LIABILITY COMPANY LAW CHAPTER 34 ARTICLE 2 SECTION 202: ERRORS AND OMISISSION IN FILED DOCUMENTS.

 

By John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M

 

Kiritsis Law Group

 

212 922 0005


 

Section 202 of Chapter 34 Article 2 of the New York Limited Liability Company Law pertains to the filing of the articles of organization for an LLC in New York. This includes the requirement that the articles be filed with the New York Department of State, along with the payment of the required filing fee. The section also covers the procedures for correcting errors or omissions in the articles and the effect of filing the articles on the creation of the LLC as a legal entity. Additionally, the section provides guidance on the name availability for the LLC and other rules related to the name of the LLC.

 

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.

 

Sources:

 

New York Business Corporation Law

 

New York Limited Liability Company

 

New York General Obligations Law

 

NYS Office of Professions

 

U.S. Constitution

 

 Universal Athletic Sales Co. v. American Gym Recreational Equipment Corp., 546 F.2d 530 (3d Cir. 1976) (USA)

 

Vernon v. Schuster, 179 A.D.2d 1088 (N.Y. App. Div. 1992) (USA)

 

Sea-Land Service, Inc. v. Pepper Source, 941 F.2d 519 (7th Cir. 1991) (USA)

 

Pereira v. United States, 347 U.S. 1 (1954) (USA)

 

St. Paul Fire & Marine Ins. Co. v. Pietrangelo, 677 F. Supp. 742 (D.N.J. 1988) (USA)

 

VTB Capital plc v. Nutritek International Corp., 2013 WL 788649 (2d Cir. Mar. 5, 2013) (USA)

 

Leasco Data Processing Equipment Corp. v. Maxwell, 468 F.2d 1326 (2d Cir. 1972) (USA)

 

In re Refco, Inc. Securities Litigation, 503 F. Supp. 2d 611 (S.D.N.Y. 2007) (USA)

 

Gertz v. Fitchburg Gas & Elec. Light Co., 23 N.E.2d 862 (Mass. 1939) (USA)

 

Fletcher v. Atex, Inc., 68 F.3d 1451 (2d Cir. 1995) (USA)

 

United States v. Jon-T Chemicals, Inc., 768 F.2d 686 (5th Cir. 1985) (USA)

 

New York Business Corporation Law

 

New York Limited Liability Company

 

New York General Obligations Law

 

NYS Office of Professions

 

U.S. Constitution

 

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