Kiritsis & Associates
By John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M
Kiritsis Law Group
212 922 0005
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.
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
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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