Legislation
SECTION 805
Issuance of certificate of authority; effect
Limited Liability Company Law (LLC) CHAPTER 34, ARTICLE 8
§ 805. Issuance of certificate of authority; effect. (a) Upon filing
with the department of state of the application for authority, the
department of state shall issue a filing receipt entitled "Certificate
of authority of... (name of foreign limited liability company) under
section eight hundred five of the Limited Liability Company Law," and
the foreign limited liability company shall be authorized to do business
in this state. Such authority shall continue so long as the foreign
limited liability company retains its authority to do business in the
jurisdiction of its formation and its authority to do business has not
been surrendered, suspended or annulled in accordance with the law.
(b) A foreign limited liability company that has received a
certificate of authority shall have such powers to conduct business in
this state as are permitted by the laws of the jurisdiction in which it
was organized but no greater than those of a domestic limited liability
company; provided, that this subdivision shall not affect the powers of
the foreign limited liability company outside this state; and provided,
further, that a foreign related limited liability partnership (i) shall
have such powers to conduct business in this state as are permitted by
the laws of the jurisdiction whose laws govern the agreement under which
such foreign related limited liability partnership operates but no
greater than those of a partnership without limited partners operating
under an agreement governed by the laws of this state and provided that
such foreign related limited liability partnership shall not engage in
any profession or professions and (ii) shall be deemed to be a foreign
limited liability partnership for purposes of subdivisions (l) and (m)
of section 121-1502 of the partnership law which subdivisions shall be
applicable to foreign related limited liability partnerships.
with the department of state of the application for authority, the
department of state shall issue a filing receipt entitled "Certificate
of authority of... (name of foreign limited liability company) under
section eight hundred five of the Limited Liability Company Law," and
the foreign limited liability company shall be authorized to do business
in this state. Such authority shall continue so long as the foreign
limited liability company retains its authority to do business in the
jurisdiction of its formation and its authority to do business has not
been surrendered, suspended or annulled in accordance with the law.
(b) A foreign limited liability company that has received a
certificate of authority shall have such powers to conduct business in
this state as are permitted by the laws of the jurisdiction in which it
was organized but no greater than those of a domestic limited liability
company; provided, that this subdivision shall not affect the powers of
the foreign limited liability company outside this state; and provided,
further, that a foreign related limited liability partnership (i) shall
have such powers to conduct business in this state as are permitted by
the laws of the jurisdiction whose laws govern the agreement under which
such foreign related limited liability partnership operates but no
greater than those of a partnership without limited partners operating
under an agreement governed by the laws of this state and provided that
such foreign related limited liability partnership shall not engage in
any profession or professions and (ii) shall be deemed to be a foreign
limited liability partnership for purposes of subdivisions (l) and (m)
of section 121-1502 of the partnership law which subdivisions shall be
applicable to foreign related limited liability partnerships.