N.Y.
Limited Liability Company Law Section 1005
Payment of interest of dissenting members
(a)
Within ten days after the occurrence of an event described in § 1002 (Procedures for merger or consolidation)section ten hundred two of this article, the surviving or resulting domestic limited liability company or other business entity shall send to each dissenting former member a written offer to pay in cash the fair value of such former member’s membership interest. Payment in cash shall be made to each former member accepting such offer within ten days after notice of such acceptance is received by the surviving or resulting domestic limited liability company or other business entity.(b)
If a former member and the surviving or resulting limited liability company or other business entity fail to agree on the price to be paid for the former member’s membership interest within ninety days after the surviving or resulting domestic limited liability company or other business entity shall have made the offer provided for in subdivision (a) of this section, or if the domestic limited liability company or surviving domestic limited liability company or other business entity shall fail to make such an offer within the period provided for in subdivision (a) of this section, the procedure provided for in paragraphs (h), (i), (j) and (k) of Business Corporation Law § 623 (Procedure to enforce shareholder’s right to receive payment for shares)section six hundred twenty-three of the business corporation law (or any successor provisions or statute) shall apply, as such paragraphs may be amended from time to time.(c)
A payment under this section shall constitute a return of a member’s contribution for the purposes of § 508 (Limitations on distributions)section five hundred eight of this chapter.
Source:
Section 1005 — Payment of interest of dissenting members, https://www.nysenate.gov/legislation/laws/LLC/1005 (updated Sep. 22, 2014; accessed Dec. 21, 2024).
