Kiritsis & Associates

 

NEW YORK LIMITED LIABILITY COMPANY LAW CHAPTER 34 ARTICLE 2 SECTION 210: CANCELING ARTICLES OF ORGANIZATION.

 

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

 

Kiritsis Law Group

 

212 922 0005

 

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.

 

Section 210 of Chapter 34 Article 2 of the New York Limited Liability Company Law pertains to the cancellation of the articles of organization for an LLC in New York. This includes the procedures for canceling the articles, which may occur voluntarily or involuntarily. The section covers the grounds for involuntary cancellation, such as the failure to maintain a registered agent, the failure to file required reports, or the failure to pay required fees. The section also covers the procedures for voluntarily canceling the articles, including the filing of a certificate of cancellation with the New York Department of State. Additionally, the section discusses the effect of the cancellation on the LLC's legal status and the rights of third parties.

 

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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