2006 New York Code - Powers.



 
    §  202.  Powers. Unless the articles of organization provide otherwise
  and subject to any limitations provided in this chapter or any other law
  of this state, a limited liability company may:
    (a) sue or be sued, or institute, participate in or defend any  action
  or   proceeding,   whether   judicial,  arbitrative,  administrative  or
  otherwise, in its name;
    (b) purchase, take, receive, lease or otherwise  acquire,  own,  hold,
  improve,  use  or otherwise deal in or with real or personal property or
  an interest in real or personal property, wherever situated;
    (c) sell, convey, assign, encumber, mortgage, pledge, lease, exchange,
  transfer, create a security interest in or otherwise dispose of  all  or
  part of its property or assets;
    (d)  purchase, take, receive, subscribe for or otherwise acquire, own,
  hold, vote, employ, sell, mortgage, lend, pledge or otherwise dispose of
  and otherwise use and deal in and with shares  or  other  interests  in,
  securities issued by and direct or indirect obligations of:
    (1) other persons; or
    (2)   any  government,  state,  territory,  governmental  district  or
  municipality or of any instrumentality or subdivision of any of them;
    (e) make contracts,  including,  but  not  limited  to,  contracts  of
  guaranty  and  suretyship, incur liabilities, borrow money at such rates
  of interest as the limited liability company may  determine,  issue  its
  notes,  bonds  or  other  obligations,  secure any of its obligations by
  mortgage, pledge or  other  encumbrance  of  all  or  any  part  of  its
  property,   franchises  and  income,  make  contracts  of  guaranty  and
  suretyship that are necessary or convenient to the conduct, promotion or
  attainment of the business of (i) a limited liability company  or  other
  person  at  least  a  majority  of  the  outstanding membership or other
  ownership interests of which are owned, directly or indirectly,  by  the
  contracting  limited liability company, (ii) a limited liability company
  or other person that owns, directly or indirectly, at least  a  majority
  of  the  outstanding  membership  interests  of  the contracting limited
  liability company or (iii) a limited liability company or  other  person
  at  least  a  majority  of the outstanding membership or other ownership
  interests of which are owned,  directly  or  indirectly,  by  a  limited
  liability  company or other person that owns, directly or indirectly, at
  least  a  majority  of  the  outstanding  membership  interests  of  the
  contracting  limited  liability company, which contracts of guaranty and
  suretyship shall be deemed to be necessary or convenient to the conduct,
  promotion or attainment of  the  business  of  the  contracting  limited
  liability  company  and  make other contracts of guaranty and suretyship
  that are necessary or convenient to the conduct, promotion or attainment
  of the business of the contracting limited liability company. A  limited
  liability company may make any contracts of guaranty and suretyship that
  are  not necessary or convenient to the conduct, promotion or attainment
  of the business of the contracting limited liability  company  upon  the
  vote of the percentage in interest of the members or class or classes of
  members provided in the operating agreement, or if no such percentage is
  so  stated,  upon  the  vote  of  a  majority in interest of the members
  entitled  to  vote  thereon;  provided,  however,  that  the   operating
  agreement may provide that no such vote is required;
    (f)  lend  money for any lawful purpose, invest or reinvest its funds,
  or take and hold real or personal property as security for  the  payment
  of funds so loaned or invested;
    (g)  conduct  its  business, carry on its operations, maintain offices
  and exercise the powers granted by this chapter in  any  state,  foreign
  country or other jurisdiction;
    (h)  elect  or  appoint  managers, employees and agents of the limited
  liability company, define their duties and fix their compensation;
    (i)  assist,  lend money to and transact other business with a member,
  manager, agent or employee of such limited liability company;
    (j) make and alter its operating agreement, not inconsistent with  its
  articles  of organization or with the laws of this state, concerning the
  business of the  limited  liability  company  and  the  conduct  of  its
  affairs;
    (k) indemnify a member or manager or any other person;
    (l)   pay  pensions  and  establish  pension  plans,  pension  trusts,
  profit-sharing plans, profit-sharing trusts, equity bonus plans,  equity
  option plans and other incentive plans for any of its members, managers,
  employees,  agents  or  consultants  or  any of the directors, officers,
  managers, employees, agents or consultants of its affiliates;  (m)  make
  donations   for  the  public  welfare  or  for  charitable,  scientific,
  religious, civic, educational or similar purposes;
    (n) transact any lawful business in aid of governmental policy;
    (o) be a promoter,  shareholder,  general  partner,  limited  partner,
  member,   associate   or   manager   of  any  association,  corporation,
  partnership,  limited  partnership,  limited  liability  company,  joint
  venture, trust or other entity or enterprise;
    (p)  cease  its  activities,  cancel  its  articles of organization or
  dissolve; and
    (q) have and exercise all powers, in addition to those  set  forth  in
  subdivisions (a) through (p) of this section, not inconsistent with law,
  necessary  or  convenient to effect any or all of the purposes for which
  the limited liability company  is  formed.    In  order  for  a  limited
  liability  company to exercise the powers enumerated in this chapter, it
  is  not  necessary  to  set  forth  such  powers  in  the  articles   of
  organization.

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