§ 202 — Powers

New York § 202

• Jurisdiction: New York
• Law LLC: Limited Liability Company Law
• Art. 2: Formation

Text

§ 202. Powers. Unless the articles of organization provide otherwise\nand subject to any limitations provided in this chapter or any other law\nof this state, a limited liability company may:\n (a) sue or be sued, or institute, participate in or defend any action\nor proceeding, whether judicial, arbitrative, administrative or\notherwise, in its name;\n (b) purchase, take, receive, lease or otherwise acquire, own, hold,\nimprove, use or otherwise deal in or with real or personal property or\nan interest in real or personal property, wherever situated;\n (c) sell, convey, assign, encumber, mortgage, pledge, lease, exchange,\ntransfer, create a security interest in or otherwise dispose of all or\npart of its property or assets;\n (d) purchase, take, receive, subscribe for or otherwise acquire, own,\nhold, vote, employ, sell, mortgage, lend, pledge or otherwise dispose of\nand otherwise use and deal in and with shares or other interests in,\nsecurities issued by and direct or indirect obligations of:\n (1) other persons; or\n (2) any government, state, territory, governmental district or\nmunicipality or of any instrumentality or subdivision of any of them;\n (e) make contracts, including, but not limited to, contracts of\nguaranty and suretyship, incur liabilities, borrow money at such rates\nof interest as the limited liability company may determine, issue its\nnotes, bonds or other obligations, secure any of its obligations by\nmortgage, pledge or other encumbrance of all or any part of its\nproperty, franchises and income, make contracts of guaranty and\nsuretyship that are necessary or convenient to the conduct, promotion or\nattainment of the business of (i) a limited liability company or other\nperson at least a majority of the outstanding membership or other\nownership interests of which are owned, directly or indirectly, by the\ncontracting limited liability company, (ii) a limited liability company\nor other person that owns, directly or indirectly, at least a majority\nof the outstanding membership interests of the contracting limited\nliability company or (iii) a limited liability company or other person\nat least a majority of the outstanding membership or other ownership\ninterests of which are owned, directly or indirectly, by a limited\nliability company or other person that owns, directly or indirectly, at\nleast a majority of the outstanding membership interests of the\ncontracting limited liability company, which contracts of guaranty and\nsuretyship shall be deemed to be necessary or convenient to the conduct,\npromotion or attainment of the business of the contracting limited\nliability company and make other contracts of guaranty and suretyship\nthat are necessary or convenient to the conduct, promotion or attainment\nof the business of the contracting limited liability company. A limited\nliability company may make any contracts of guaranty and suretyship that\nare not necessary or convenient to the conduct, promotion or attainment\nof the business of the contracting limited liability company upon the\nvote of the percentage in interest of the members or class or classes of\nmembers provided in the operating agreement, or if no such percentage is\nso stated, upon the vote of a majority in interest of the members\nentitled to vote thereon; provided, however, that the operating\nagreement may provide that no such vote is required;\n (f) lend money for any lawful purpose, invest or reinvest its funds,\nor take and hold real or personal property as security for the payment\nof funds so loaned or invested;\n (g) conduct its business, carry on its operations, maintain offices\nand exercise the powers granted by this chapter in any state, foreign\ncountry or other jurisdiction;\n (h) elect or appoint managers, employees and agents of the limited\nliability company, define their duties and fix their compensation;\n (i) assist, lend money to and transact other business with a member,\nmanager, agent or employee of such limited liability company;\n (j) make and alter its operating agreement, not inconsistent with its\narticles of organization or with the laws of this state, concerning the\nbusiness of the limited liability company and the conduct of its\naffairs;\n (k) indemnify a member or manager or any other person;\n (l) pay pensions and establish pension plans, pension trusts,\nprofit-sharing plans, profit-sharing trusts, equity bonus plans, equity\noption plans and other incentive plans for any of its members, managers,\nemployees, agents or consultants or any of the directors, officers,\nmanagers, employees, agents or consultants of its affiliates;\n (m) make donations for the public welfare or for charitable,\nscientific, religious, civic, educational or similar purposes;\n (n) transact any lawful business in aid of governmental policy;\n (o) be a promoter, shareholder, general partner, limited partner,\nmember, associate or manager of any association, corporation,\npartnership, limited partnership, limited liability company, joint\nventure, trust or other entity or enterprise;\n (p) cease its activities, cancel its articles of organization or\ndissolve; and\n (q) have and exercise all powers, in addition to those set forth in\nsubdivisions (a) through (p) of this section, not inconsistent with law,\nnecessary or convenient to effect any or all of the purposes for which\nthe limited liability company is formed. In order for a limited\nliability company to exercise the powers enumerated in this chapter, it\nis not necessary to set forth such powers in the articles of\norganization.\n