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Eric Geringswald
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Eric Geringswald Posted on : Insider Community

Changes to New York business law affect corporations, LLCs, Not-for-Profits

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New York legislators approved changes to the state’s business laws in its latest session, including amendments to the Business Corporation Law, Limited Liability Company Law and Not-for-Profit Corporation Law.

Among the changes were amendments allowing business corporations to become professional service corporations and design professional service corporations by amending their certificates of incorporation and allowing limited liability companies to become professional limited liability companies by amending their certificates of organization. The purpose of the provisions is to allow these conversions to take place without dissolving and starting up businesses, which could result in adverse tax consequences, burdensome paperwork and possible cancellation of existing contracts.

Legislators also approved amendments to the state’s not-for-profit corporation law to preclude the possibility that a charitable nonprofit be controlled by any one member in order to prevent abuse by individuals who may try to use a charitable nonprofit for their own private interest, and to expressly permit voting directors from subsidiaries—who do not themselves serve on the parent nonprofit’s board of directors—to serve as voting members of a parent’s audit committee, for the purposes of overseeing audits of the parent or any subsidiary corporations.

The Spring 2019 edition of New York Laws Governing Business Entities Annotated captures the latest legislative changes through Chapter 19 of the 2019 Session. Blackline notes following each amended section make it easy for readers to identify changes.

The Spring Edition includes 65 new case notes from New York state and federal courts interpreting the law. There are also find five new full-text cases covering recent legal developments regarding LLC membership, pre-suit demand, memoranda of understanding and corporate taxation.

The companion CD-ROM in Volume 2 contains over 100 up-to-date fillable business entity forms including newly added county forms for general partnerships. A listing of the forms can be found in the book’s appendix.

Valuable features

New York Laws Governing Business Entities Annotated is published twice a year to ensure that readers are working with the most up-to-date legislation and latest case law.

The book includes valuable features that make research faster and more efficient. The Table of Sections Affected provides an overview of legislative changes, while Blackline Amendment notes clearly indicate how the laws have changed. New case notes are captured in the Table of New Annotations, and gray bars in the body of the book indicate where new cases have been inserted.

Readers will find updated publication and fee tables, as well as a companion CD-ROM with over 100 updated business entity forms.

The Spring 2019 Edition of New York Laws Governing Business Entities is available as a two-volume softbound book or as an ebook, compatible with dedicated e-reader devices, computers, tablets and smartphones that use e-reader software or applications. It is also available on the LexisNexis Digital Library.