Kiritsis & Associates




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


Kiritsis Law Group


212 922 0005

Chapter 34 Article 10 of the New York Limited Liability Company Law pertains to the enforcement and interpretation of the law. It covers the rules and procedures for bringing actions and filing claims related to LLCs in New York, including actions for breach of fiduciary duty and derivative actions on behalf of the LLC. The article also discusses the application of the law to LLCs formed before its enactment, as well as the rules for severability and construction of the law's provisions. Additionally, it covers the repeal and amendment of the law and the effective date of such changes.


A limited liability company (LLC) is a business structure that combines the flexibility and tax benefits of a partnership with the limited liability protection of a corporation. LLCs are governed by state law, and the rules for forming and operating an LLC vary from state to state. In most states, an LLC is formed by filing articles of organization with the state's Secretary of State. LLCs are owned by their members, who can be individuals, corporations, or other LLCs.  Members of an LLC are generally not personally liable for the company's debts or legal liabilities.  LLCs are typically taxed as pass-through entities, which means that the company's profits and losses are passed through to the members and reported on their individual tax returns. LLCs can also elect to be taxed as a corporation, which may be beneficial in certain circumstances.


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


U.S. Constitution


 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


Suite 1306


Brooklyn Office (By Appointment Only):


1023 74th Street


Brooklyn, NY 11228


1st Floor


New Jersey Office:


7309 Ventnor Avenue


Ventnor, NJ 08406


2nd Floor






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