Kiritsis & Associates

 

NEW YORK LIMITED LIABILITY COMPANY LAW CHAPTER 34 ARTICLE 4 SECTION 408: A CONCISE COMPARISON TO OTHER LEGAL ENTITY TYPE CLASSIFICATIONS.

 

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

 

Kiritsis Law Group

 

212 922 0005

 

Section 408 of Chapter 34 Article 4 of the New York Limited Liability Company Law pertains to the right of an LLC in New York to convert into another type of entity. This section specifies the circumstances under which an LLC may convert into a corporation, limited partnership, or other entity, or merge with another entity in a manner that results in the LLC ceasing to exist. The section covers the procedures for effecting a conversion, including the notice and approval requirements for members and any other necessary parties. The section also covers the effect of the conversion on the LLC and its members, and the potential for economic or management rights to be modified or terminated as a result of the conversion. Additionally, the section provides guidance on the procedures for amending the operating agreement in connection with a conversion, and the potential for dissenting members to have the right to receive fair value for their membership interests.

 

Sources:

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

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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