Kiritsis & Associates
Kiritsis & Associates
By John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M
Kiritsis Law Group
212 922 0005
Section 212 of Chapter 34 Article 2 of the New York Limited Liability Company Law pertains to the merger of two or more LLCs in New York. The section covers the rules and procedures for effecting a merger, including the preparation and filing of a plan of merger with the New York Department of State. The section also covers the effect of the merger on the constituent LLCs and their members, including the transfer of property and liabilities and the conversion of membership interests. Additionally, the section covers the procedures for amending the operating agreements of the merged LLCs and the filing requirements for any related documents.
Sources:
Universal Athletic Sales Co. v. American Gym Recreational Equipment Corp., 546 F.2d 530 (3d Cir. 1976) (USA)
Vernon v. Schuster, 179 A.D.2d 1088 (N.Y. App. Div. 1992) (USA)
Sea-Land Service, Inc. v. Pepper Source, 941 F.2d 519 (7th Cir. 1991) (USA)
Pereira v. United States, 347 U.S. 1 (1954) (USA)
St. Paul Fire & Marine Ins. Co. v. Pietrangelo, 677 F. Supp. 742 (D.N.J. 1988) (USA)
VTB Capital plc v. Nutritek International Corp., 2013 WL 788649 (2d Cir. Mar. 5, 2013) (USA)
Leasco Data Processing Equipment Corp. v. Maxwell, 468 F.2d 1326 (2d Cir. 1972) (USA)
In re Refco, Inc. Securities Litigation, 503 F. Supp. 2d 611 (S.D.N.Y. 2007) (USA)
Gertz v. Fitchburg Gas & Elec. Light Co., 23 N.E.2d 862 (Mass. 1939) (USA)
Fletcher v. Atex, Inc., 68 F.3d 1451 (2d Cir. 1995) (USA)
United States v. Jon-T Chemicals, Inc., 768 F.2d 686 (5th Cir. 1985) (USA)
New York Business Corporation Law
New York Limited Liability Company
New York General Obligations Law
NYS Office of Professions
U.S. Constitution
New York Business Corporation Law
New York Limited Liability Company
New York General Obligations Law
NYS Office of Professions
U.S. Constitution
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Law Offices of Kiritsis & Associates
Phone 212 922 0005
Manhattan Office (Main Office):
633 Third Avenue
New York, NY 10017
Suite 1306
Brooklyn Office (By Appointment Only):
1023 74th Street
Brooklyn, NY 11228
1st Floor
New Jersey Office:
7309 Ventnor Avenue
Ventnor, NJ 08406
2nd Floor
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