Kiritsis & Associates
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.
Chapter 34 Article 8 of the New York Limited Liability Company Law pertains to the dissolution and winding up of LLCs in New York. It outlines the rules and procedures for voluntarily dissolving an LLC, including the preparation and filing of a certificate of dissolution. The article also covers the grounds for involuntary dissolution, such as fraud or illegal activity, and the process for obtaining a court order for dissolution. Additionally, it discusses the winding up of the LLC's affairs, including the payment of its debts and the distribution of its assets to members, as well as the liability of members for the LLC's obligations and debts during the winding up process.
New York Business Corporation Law
New York Limited Liability Company
New York General Obligations Law
NYS Office of Professions
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
Brooklyn Office (By Appointment Only):
1023 74th Street
Brooklyn, NY 11228
New Jersey Office:
7309 Ventnor Avenue
Ventnor, NJ 08406
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