N.Y. Banking Law § 507: Limited liability investment companies

§ 507. Limited liability investment companies. 1. Investment companies

which (a) do not accept or maintain credit balances or deposits in the

United States, (b) do not engage in any business activity in the United

States except as an incident to their international or foreign business

or operations, and (c) conduct business in compliance with the

provisions of this chapter, may be formed and operated as limited

liability investment companies. Such limited liability investment

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 investment

companies shall not have perpetual existence.

2. Notwithstanding any other provision of this chapter, a limited

liability investment 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 investment company and the

distribution of its assets. Further, upon such a dissolution, if the

members of a limited liability investment 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 a new articles of

organization and new authorization certificate.

3. For a period of one year following the effective date of this

section, investment 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 convert into limited liability

investment companies provided they meet all of the other requirements of

this chapter as if they were newly formed companies and subject to the

approval of the superintendent of financial services.

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 investment companies.