§ 102-a. Limited liability trust companies. 1. Trust companies which
(a) do not receive deposits from the general public and (b) have been
exempted by the superintendent of financial services from the
requirements of section thirty-two of this chapter, may be formed and
operated as limited liability trust companies. Such limited liability
trust 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 trust companies
shall not have perpetual existence.

2. Notwithstanding any other provision of this chapter, a limited
liability trust 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 trust company and the distribution of its assets.
Further, upon such a dissolution, if the members of a limited liability
trust 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 new articles of organization and a new authorization
certificate.

3. Trust 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, with the approval of the superintendent of
financial services, convert into limited liability trust companies,
provided that they meet all of the other requirements of this chapter as
if they were newly formed companies.

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 trust companies.