The Publish or Perish: The New York Limited Liability Company Law Publication Requirement - The Fundamental Flow of an Otherwise Flawless Law
![handle is hein.journals/nyujolbu1 and id is 145 raw text is: PUBLISH OR PERISH:
THE NEW YORK LIMITED LIABILITY COMPANY
LAW PUBLICATION REQUIREMENT
THE FUNDAMENTAL FLAW OF AN
OTHERWISE FLAWLESS LAW
ANTHONY Q. FLETCHER*
I.
INTRODUCTION
The Limited Liability Company (LLC) is a business en-
tity of recent inception in New York. ' Since its inception, it has
gradually become the state's most popular limited liability en-
tity. The LLC's enabling statute, the New York Limited Liabil-
ity Company Law,2 was enacted primarily in response to a na-
* Associate Professor of Law, New York Law School; A.B., Columbia
College, 1992; J.D., Harvard Law School, 1995. I thank Dean Stephen
Ellmann and Prof. James Brook of New York Law School for their invaluable
comments. I also thank Indira Nelson and Narisa Sasitorn for their research
assistance which made this Article possible. Finally, I thank Prof. Rana K.
Dershowitz of New York Law School for reviewing several drafts of this Arti-
cle and for her emotional support during its writing.
1. New York enacted its Limited Liability Company Law nearly two de-
cades after the birth of the Limited Liability Company. The first Limited
Liability Company statute was enacted in Wyoming in 1977. See Wyo. STAT.
ANN. § 17-15-101 (2004). Each state, in addition to the District of Columbia,
now has a Limited Liability Company law. To date, the most popular jurisdic-
tion for organizing an LLC is Delaware. Memorandum from Cheryl Wyatt,
Department of State of the State of Delaware (March 26, 2004) (disclosing
that in 2003 a total of 55,903 limited liability companies were formed in the
State of Delaware) (on file with Journal) [hereinafter Wyatt Memorandum].
See also DEL. CODE ANN. tit. 6, § 18-101 (2004); Robert W. Wood, GUIDE TO
LIMITED LIABILITY COMPANIES 103 [hereinafter Guide to LLCs]. For a table
of each state statute, its citation and state income tax classification, see, id. at
Appendix A. See also Mark A. Sargent and Walter D. Schwidetzky, LIMITED
LIABILTY COMPANY HANDBOOK § 1:2 [hereinafter LLC Handbook].
2. N.Y. Ltd. Liab. Co. Law §§ 101-1403 (2004) [hereinafter NYLLCL or
Act]. The Act was enacted on July 26, 1994 and made effective October 24,
1994. In addition to enabling the formation of domestic LLCs, it authorizes
foreign limited liability companies to conduct business in New York State. See
id. § 801-09. See also infra Section XIII. Furthermore, the Act permits the
formation of domestic professional service LLCs and the operation of for-](ViewImageLocal?handle=hein.journals/nyujolbu1&div=9&collection=&method=preview&ext=.png&size=3)
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