2006 New York Code - Formation.



 
    §  203. Formation.  (a) One or more persons may act as an organizer or
  organizers to form a limited liability  company  by  (i)  preparing  the
  articles of organization of such limited liability company in accordance
  with  subdivision  (e)  of this section, (ii) executing such articles of
  organization in accordance  with  section  two  hundred  seven  of  this
  article   and   (iii)   filing  such  articles,  entitled  "Articles  of
  organization of... (name of limited liability company) under section two
  hundred three of the Limited Liability Company Law," in accordance  with
  section two hundred nine of this article.
    (b)  An  organizer  may,  but  need  not  be,  a member of the limited
  liability company that he or she forms.
    (c) At the time of its formation, a  limited  liability  company  must
  have at least one member.
    (d) A limited liability company is formed at the time of the filing of
  the  initial articles of organization with the department of state or at
  any later time specified in the articles of organization, not to  exceed
  sixty  days  from the date of such filing. The filing of the articles of
  organization shall, in  the  absence  of  actual  fraud,  be  conclusive
  evidence  of  the  formation  of the limited liability company as of the
  time of filing or effective date  if  later,  except  in  an  action  or
  special  proceeding brought by the attorney general. A limited liability
  company formed under this chapter shall be a separate legal entity,  the
  existence  of  which as a separate legal entity shall continue until the
  cancellation  of   the   limited   liability   company's   articles   of
  organization.
    (e)  The articles of organization of a limited liability company shall
  set forth:
    (1) the name of the limited liability company;
    (2) the county within this state in which the office  of  the  limited
  liability  company  is to be located or if the limited liability company
  shall maintain more than one office in this state, the county  in  which
  the principal office of the limited liability company is to be located;
    (3)  if  the  limited  liability company is to have a specific date of
  dissolution in addition to  the  events  of  dissolution  set  forth  in
  section  seven hundred one of this chapter, the latest date on which the
  limited liability company is to dissolve;
    (4) a designation of the secretary of state as agent  of  the  limited
  liability  company  upon  whom  process against it may be served and the
  post office address within or without this state to which the  secretary
  of  state shall mail a copy of any process against the limited liability
  company served upon him or her;
    (5) if the limited liability company is to have  a  registered  agent,
  its  name  and  address  within  this  state  and  a  statement that the
  registered agent is to be the agent of  the  limited  liability  company
  upon whom process against it may be served;
    (6)  if all or specified members are to be liable in their capacity as
  members for all or specified debts, obligations or  liabilities  of  the
  limited  liability company as authorized pursuant to section six hundred
  nine of this chapter, a statement that all or specified members  are  so
  liable  for  such debts, obligations or liabilities in their capacity as
  members of the limited  liability  company  as  authorized  pursuant  to
  section six hundred nine of this chapter; and
    (7)  any other provisions, not inconsistent with law, that the members
  elect to include in the articles or organization for the  regulation  of
  the  internal  affairs  of the limited liability company, including, but
  not limited to, (A) the business purpose for which the limited liability
  company is formed, (B) a statement of whether there are  limitations  on
  the  authority  of  members or managers or a class or classes thereof to
  bind the limited liability company  and  (C)  any  provisions  that  are
  required  or  permitted to be included in the operating agreement of the
  limited liability company pursuant to section four hundred seventeen  of
  this chapter.

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