Kiritsis & Associates

 

NY LLC LAW CHAPTER 34 ARTICLE 9: FAILURE TO PROPERLY REGISTER YOUR LLC IN NY, COULD LEAD TO A BUSINESS FAILURE.

 

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

 

Kiritsis Law Group

 

212 922 0005



 

Chapter 34 Article 9 of the New York Limited Liability Company Law pertains to foreign LLCs doing business in New York. It outlines the rules and procedures for foreign LLCs to register to do business in New York, including the preparation and filing of an application for authority. The article also covers the requirements for maintaining a registered agent in New York, as well as the rules for amending and withdrawing the application for authority. Additionally, it discusses the consequences of failing to register or maintain registration as a foreign LLC doing business in New York.

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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