1. Investment companies which (a) do not accept or maintain credit balances or deposits
in the United States, (b) do not engage in any business activity in the United States
except as an incident to their international or foreign business or operations, and
(c) conduct business in compliance with the provisions of this chapter, may be formed
and operated as limited liability investment companies. Such limited liability investment companies shall be formed in accordance with,
shall operate in compliance with, and shall meet all of the requirements of the limited
liability company law and this chapter, except that to the extent any provision of
the limited liability company law shall be inconsistent with the provisions of this
chapter, the provisions of this chapter shall govern; provided, however, that limited
liability investment companies shall not have perpetual existence.
2. Notwithstanding any other provision of this chapter, a limited liability investment
company shall dissolve and its affairs shall be wound up upon the occurrence of any
event specified in section seven hundred one of the limited liability company law. Upon such a dissolution, the provisions of this chapter shall govern the winding
up of the affairs of the limited liability investment company and the distribution
of its assets. Further, upon such a dissolution, if the members of a limited liability investment
company wish to continue the existence of the company and meet the requirements of
section seven hundred one of the limited liability company law, they shall apply for and may receive the approval of the superintendent for a new
articles of organization and new authorization certificate.
3. For a period of one year following the effective date of this section, investment
companies which have been formed and are operating pursuant to this article and article
fifteen of this chapter on the effective date of this section, and which meet the
requirements of subdivision one of this section, may convert into limited liability
investment companies provided they meet all of the other requirements of this chapter
as if they were newly formed companies and subject to the approval of the superintendent
of financial services.
4. The superintendent is hereby authorized and empowered to make such general rules
and regulations as may be necessary and proper to effectuate the provisions of this
chapter relating to the formation and operation of limited liability investment companies.
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