Kiritsis & Associates

 

NY LLC LAW CHAPTER 34 ARTICLE 7: DEALING WITH CONSOLIDATION PLANS.

 

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

 

Kiritsis Law Group

 

212 922 0005



 

Chapter 34 Article 7 of the New York Limited Liability Company Law pertains to the merger, consolidation, and conversion of LLCs in New York. It outlines the rules and procedures for merging or consolidating two or more LLCs, including the preparation and filing of a plan of merger or consolidation. The article also covers the conversion of an LLC into another type of business entity or the conversion of another type of business entity into an LLC. Additionally, it discusses the effects of a merger, consolidation, or conversion on the LLC's members, management, and operations, as well as the process for dissenting members to receive fair value for their membership interests.

 

Sources:

 

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

 

 

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