New York Limited Liability Company Law § 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 surety-ship 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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