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The accepted authority in New York.

This is a nine-volume, practice-oriented guide for New York practitioners who encounter issues of corporate law in their practice. It provides guidance on how to proceed with setting up, running, and terminating businesses in New York, and includes important information pertaining to the tax implications of the use of the corporate entities, their operation and termination. Coverage includes references to relevant state and federal cases, New York statutes, and federal statutes. Topics covered include pre-incorporation planning, mechanics of incorporation, rights of shareholders, purchase and sale of business, LLCs, not-for-profits, S corporations, state securities regulations, federal and state tax law.

White, New York Business Entities provides a comprehensive analysis of the Business Corporation Law, Limited Liability Company Law, and Not-for-Profit Corporation Law, as amended by the Non-Profit Revitalization Act of 2013, and other related statutory provisions. There is in-depth coverage of all recent amendments and decisions. Also included in this publication: federal tax analysis covering everything from pre-incorporation planning to sale or liquidation and dissolution; a discussion of securities regulation under the Martin Act, including broker-dealer registration, investor advisor registration, exemptions, and enforcement; and official forms and pleading forms most frequently encountered in corporate practice.

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Table of Contents

Part I INTRODUCTION 
Chapter 1 PREINCORPORATION PLANNING AND PROCEDURE
Chapter 2 INCORPORATION PLANNING AND PROCEDURE
Chapter 3 THE S CORPORATION ALTERNATIVE
Chapter 4 FEDERAL TAX ASPECTS OF EXECUTIVE COMPENSATION
Chapter 5 PROBLEMS AND PROCEDURES IN SHIFTING SHAREHOLDER CONTROL AND BAILING OUT OF A GOING BUSINESS
Chapter 6 DIVIDING THE CORPORATE ENTERPRISE
Chapter 7 PURCHASE AND SALE OF A CORPORATE BUSINESS
Chapter 8 CORPORATE LIQUIDATIONS
Chapter 10 STATE SECURITIES REGULATION--FRAUDULENT PRACTICES IN RESPECT TO STOCKS, BONDS, AND OTHER SECURITIES (THE MARTIN ACT)
Part II BUSINESS CORPORATION LAW
Article 1 SHORT TITLE; DEFINITIONS; APPLICATION; CERTIFICATES; MISCELLANEOUS
Article 2 CORPORATE PURPOSES AND POWERS
Article 3 CORPORATE NAME AND SERVICE
Article 4 FORMATION OF CORPORATIONS
Article 5 CORPORATE FINANCE
Article 6 SHAREHOLDERS
Article 7 DIRECTORS AND OFFICERS
Article 8 AMENDMENTS AND CHANGES
Article 9 MERGER OR CONSOLIDATION; GUARANTEE; DISPOSITION OF ASSETS, SHARE EXCHANGES
Article 10 NON-JUDICIAL DISSOLUTION
Article 11 JUDICIAL DISSOLUTION
Article 12 RECEIVERSHIP
Article 13 FOREIGN CORPORATIONS
Article 15 PROFESSIONAL SERVICE CORPORATIONS
Article 15A FOREIGN PROFESSIONAL SERVICE CORPORATIONS
Article 16 SECURITY TAKEOVER DISCLOSURE ACT
App. 16 APPENDIX
Article 20 EFFECTIVE DATE
Chapter BCL FORMS FORMS APPENDIX for BUSINESS CORPORATION LAW ARTICLES
Part III LIMITED LIABILITY COMPANY LAW
Article 1 SHORT TITLE AND DEFINITIONS
Article 2 FORMATION
Article 3 SERVICE OF PROCESS
Article 4 MANAGEMENT BY MEMBERS OR MANAGERS
Article 5 CONTRIBUTIONS AND DISTRIBUTIONS
Article 6 MEMBERS AND MEMBERSHIP
Article 7 DISSOLUTION
Article 8 FOREIGN LIMITED LIABILITY COMPANIES
Article 10 MERGERS
Article 11 MISCELLANEOUS
Article 12 PROFESSIONAL SERVICE LIMITED LIABILITY COMPANIES
Article 13 FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY COMPANIES
Article 14 SAVINGS CLAUSES; EFFECTIVE DATES
Chapter LLCL FORMS FORMS APPENDIX for LLCL
Part IV NOT-FOR-PROFIT CORPORATION LAW
Article 1 SHORT TITLE; DEFINITIONS; APPLICATIONS; CERTIFICATES; MISCELLANEOUS
Article 2 CORPORATE PURPOSES AND POWERS
Article 3 CORPORATE NAME AND SERVICE OF PROCESS
Article 4 FORMATION OF CORPORATIONS
Article 5 CORPORATE FINANCE
Article 5-A PRUDENTIAL MANAGEMENT OF INSTITUTIONAL FUNDS ACT
Article 6 MEMBERS
Article 7 DIRECTORS AND OFFICERS
Article 8 AMENDMENTS AND CHANGES
Article 9 MERGER OR CONSOLIDATION
Article 10 NON-JUDICIAL DISSOLUTION
Article 11 JUDICIAL DISSOLUTION
Article 12 RECEIVERSHIP
Article 13 FOREIGN CORPORATIONS
Article 14 SPECIAL NOT-FOR-PROFIT CORPORATIONS
Article 15 PUBLIC CEMETERY CORPORATIONS
Article 16 LAND BANKS
Chapter N-PCL FORMS FORMS APPENDIX for N-PCL
Part V PARTNERSHIP LAW
Article 1 SHORT TITLE; DEFINITIONS; CONSTRUCTION
Article 2 NATURE OF A PARTNERSHIP
Article 3 RELATIONS OF PARTNERS TO PERSONS DEALING WITH THE PARTNERSHIP
Article 4 RELATIONS OF PARTNERS TO ONE ANOTHER
Article 5 PROPERTY RIGHTS OF A PARTNER
Article 6 DISSOLUTION AND WINDING UP
Article 7 BUSINESS AND PARTNERSHIP NAMES
Article 8 LIMITED PARTNERSHIPS
Article 8A REVISED LIMITED PARTNERSHIP ACT
Article 8B REGISTERED LIMITED LIABILITY PARTNERSHIPS
Article 9 LAWS REPEALED; WHEN TO TAKE EFFECT
Chapter PARTNERSHIP LAW FORMS FORMS APPENDIX for PARTNERSHIP ARTICLES