Kiritsis & Associates

 

NY LLC LAW CHAPTER 34 ARTICLE 8: CERTIFICATE OF DISSOLUTION.

 

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.

 

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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