LLC Merger Approval and Filing Requirements in New York

At a glance

Requirements one by one

Governing law and merger scope

New York LLC mergers run on article ten of the Limited Liability Company Law, sections 1001 through 1007. New York never adopted the uniform LLC act that most states used as a starting point, so if you are working from a form book or a checklist built around another state's statute you should expect the details to be wrong here rather than merely differently numbered.

Article ten treats merger and consolidation as two different procedures rather than as loose synonyms. Section 1001(a) defines a merger as a procedure in which two or more limited liability companies or other business entities merge into a single one that is itself one of the constituent entities, and defines a consolidation as the same combination into a new entity formed pursuant to the consolidation. The practical difference is whether the survivor already exists. In a merger it does, and it simply continues. In a consolidation nothing survives in the old form, a brand new entity comes into existence at the effective time, and the certificate has to carry everything needed to form that new entity.

The authorization in section 1001(b) is broad but conditional. A domestic LLC may merge or consolidate with or into one or more domestic LLCs or other business entities formed or organized under the laws of this state, any other state, the United States, any foreign country or any other foreign jurisdiction, with the agreement designating which entity survives. The conditional part is the phrase "to the extent not expressly prohibited by law," which is where the professional-practice limits and any entity- specific restrictions enter.

Two statutes outside article ten do real work in almost every deal. Section 102 supplies definitions that change outcomes, most importantly the profits-based meaning of majority in interest. And where a constituent is a New York business corporation, the Business Corporation Law governs that corporation's own side of the transaction, including its shareholder vote.

Eligible domestic, foreign and cross-type constituents

The class of permitted partners is unusually wide because of how New York defines the term. Section 102(v) says that an other business entity means any person other than a natural person or a domestic limited liability company. Section 102(w) then defines person to include associations, corporations, joint stock companies, estates, general partnerships including registered limited liability partnerships and foreign limited liability partnerships, limited associations, limited liability companies including professional service LLCs, foreign limited liability companies, joint ventures, limited partnerships, natural persons, real estate investment trusts, business trusts and other trusts, custodians and nominees.

Read together, those two definitions mean a domestic LLC can combine with corporations, partnerships of every stripe, limited partnerships, trusts and REITs, not merely with other LLCs. Domestic LLCs are carved out of "other business entity" only because they are already named separately in section 1001(b); they are obviously eligible.

Foreign constituents are eligible on the same terms, subject to their own law. The certificate has to carry a statement, for each foreign constituent, that the merger or consolidation is permitted by the laws of the jurisdiction under which it is formed and that the entity has complied with those laws. New York is checking that the other jurisdiction allows the deal; it is not deciding that question for itself.

Natural persons are excluded, which forecloses the merger-into-an-individual structure some states permit. Professional practices are the other real limit. Section 1213 applies the chapter to professional service LLCs and allows a merger only if all of the professions practiced by the constituent entities could be practiced by a single LLC organized under that article. Section 1216 adds that a professional service LLC may merge under article ten provided the survivor is a professional service LLC, a foreign professional service LLC authorized to do business under article thirteen, or another business entity practicing the same profession or professions.

Plan required terms, consideration and survivor documents

New York calls the document an agreement of merger or consolidation rather than a plan of merger. Section 1002(b) requires the members of each domestic LLC or other business entity to adopt an agreement setting forth the terms and conditions of the conversion of the membership interests, or the cash or other consideration to be paid or delivered in exchange, or a combination of the two.

Consideration is flexible in a way that is worth noticing. Section 1002(a) allows membership interests to be exchanged for or converted into cash, property, rights or securities of, or interests in, an entity that is not the surviving or resulting entity. That authorizes parent-company stock, third-party paper and pure cash-out structures without any special mechanism.

Where the survivor is a new entity created by a consolidation, the certificate must carry the formation content for that entity. For a resulting domestic LLC, section 1003 requires the information called for by section 203(e): the name, the county within the state in which the office is located, any specific date of dissolution, the designation of the secretary of state as agent for service together with a post office address and an optional email address, the name and address of a registered agent if one is designated, any statement that all or specified members are to be liable in their capacity as members for all or specified debts, and any other lawful provisions.

One drafting choice deserves its own paragraph. Section 1004(e) lets the merger agreement amend the survivor's operating agreement or adopt a new one, effective at the effective time of the merger, but only if the operating agreement contains a specific reference to that subdivision. This is an opt-in, and it is not satisfied by a general amendment clause. The same subdivision closes by saying it should not be read to limit accomplishing a merger, or any of the matters referred to in it, by any other means provided for in an operating agreement or other agreement or as otherwise permitted by law.

Member approval threshold, agreement control and constituent approvals

This is where New York departs most sharply from the states that followed the uniform act. Section 1002(c) sets a threshold and then sets a floor under it. The agreement is approved either by the voting interests required by the operating agreement, or, if the operating agreement makes no provision, by the members representing at least a majority in interest of the members. But that is subject to any requirement in the operating agreement requiring approval by any greater or lesser percentage in interest of the members, which shall not be less than a majority in interest of those members who are so entitled to vote.

So the operating agreement can raise the bar to two-thirds or unanimity, and it can lower a higher contractual bar, but it cannot drop below a majority in interest of the members entitled to vote. New York simply does not permit a merger approved by a minority of the equity. Drafters coming from a state where the operating agreement can authorize a manager to merge the company without a member vote should treat that structure as unavailable here.

The measure of that majority is not a headcount. Section 102(o) provides that majority in interest of the members means, unless otherwise provided in the operating agreement, the members whose aggregate share of the current profits of the LLC constitutes more than one-half of the aggregate of such shares of all members. An LLC with lopsided profit shares can therefore be merged by very few members, and an LLC with many equal members needs a genuine majority of the economics.

Each constituent approves separately and under its own governing law. A New York business corporation constituent votes under Business Corporation Law section 903(a), which requires a shareholder vote at the majority or two-thirds level depending on which clause applies, with class voting where relevant. A partnership or foreign entity follows its own statute and agreement.

Meeting, notice, written consent and new personal liability consent

Section 1002(c) contemplates a meeting. It says the agreement shall be submitted to the members entitled to vote at a meeting called on twenty days' notice or such greater notice as the operating agreement may provide. Twenty days is a floor that the operating agreement can lengthen but not shorten.

Whether written consent can substitute is the most commonly asked question about New York LLC mergers, and it deserves a careful answer rather than a confident one. Section 407(a) provides that whenever under the chapter members are required or permitted to take any action by vote, then except as provided in the operating agreement the action may be taken without a meeting, without prior notice and without a vote, by consents signed by the members holding the voting interests having not less than the minimum number of votes that would be necessary to authorize the action at a meeting. Consents are delivered by hand or by certified or registered mail with return receipt requested, must all be collected within sixty days of the earliest dated consent under section 407(b), and prompt notice goes to the members who did not consent.

Section 407(c) even anticipates the filing consequence, providing that a filing shall state, in lieu of any statement required concerning any vote of members, that written consent has been given in accordance with the section and that written notice has been given as provided in it. That language reads as though consent is expected to be used for filings of this kind. The tension is that section 1002(c) speaks specifically of submission at a meeting on twenty days' notice, and the dissent mechanism in section 1002(e) is keyed to the time of the meeting. Counsel who need certainty, and in particular anyone whose deal has a member likely to dissent, should hold the meeting rather than rely on the general consent provision.

New York does not have a separate consent requirement for new personal liability of the kind found in some states. What it has instead is the section 203(e)(6) provision permitting articles to state that all or specified members are liable in their capacity as members for specified debts, and the dissent right that lets a member who does not want the resulting arrangement leave for cash.

Articles, certificate, statement contents, signers and filing offices

After approval, the survivor files a certificate of merger or consolidation with the Department of State. Section 1003(a) is prescriptive down to the caption: the certificate must be entitled "Certificate of merger (or consolidation) of .... and .... into .... (names of domestic limited liability companies or other business entities) under section one thousand three of the Limited Liability Company Law."

The certificate carries up to fourteen numbered items, and which of them apply depends on the structure. They cover the name and jurisdiction of each constituent; the name of the survivor; the effective date if it is to be delayed; the section 203(e) content when a new domestic LLC results; statements about foreign constituents and their authority to do business; and, where a foreign entity survives, an agreement that it may be served with process in New York, a promise to promptly pay dissenting members the amount to which they are entitled, a designation of the secretary of state as agent with a post office address and an optional email address, and a statement that the merger is permitted by the law of its jurisdiction and that it has complied with that law. Items thirteen and fourteen require a statement that the agreement is on file at an identified address of the survivor and that a copy will be furnished on request and without cost to any member of a constituent domestic LLC or any person holding an interest in a constituent other business entity.

Signature practice is stricter than in many states. The certificate must be signed on behalf of each domestic LLC and each other business entity that is a constituent, not merely by the survivor. The Department's own fillable form repeats this, noting that the certificate must be signed on behalf of each entity and that names and filing dates must exactly match the Department's records.

Section 1003(a) also contains a routing rule that is easy to miss. It applies where the survivor is an entity for which New York law does not provide for the filing of a certificate of merger with the Department of State. If New York law does provide its own merger filing for the survivor, for example a New York business corporation filing under the Business Corporation Law, that statute supplies the filing instead of section 1003.

The filing office is the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The fee is sixty dollars. Expedited handling is available at twenty-five dollars per document for processing within twenty- four hours, seventy-five dollars for the same day, or one hundred fifty dollars for processing within two hours. The Department publishes three fillable certificate forms, covering a domestic entity merging into a domestic LLC, a domestic entity into a foreign LLC, and a foreign entity into a domestic LLC, and states that if its form does not fit your needs you may draft your own form pursuant to the statutory provisions.

Effective time, delayed date, amendment, abandonment and correction

Under section 1003(b) the merger or consolidation is effective upon the filing by the Department of State of the certificate, or at a later date not more than thirty days after the date of filing if the certificate so provides. Thirty days is a hard ceiling, and section 1003(a)(5) requires that a delayed date be a date certain rather than the occurrence of an event. Deals that want to close on a condition rather than a calendar date have to control that through the timing of the filing itself.

Amendment and abandonment run through the agreement rather than through the statute. Section 1002(d) provides that notwithstanding authorization by the members, the agreement may be terminated or amended pursuant to a provision for termination or amendment, if any, contained in the agreement of merger or consolidation. The phrase "if any" is the operative one: if the agreement contains no such provision, there is no statutory fallback that lets the parties walk away after the members have approved. This is a drafting trap, and the cure is a termination and amendment clause in every New York merger agreement.

Section 1003(a) ties the filing to that power by directing that the certificate be filed unless the merger or consolidation is terminated in accordance with section 1002(d), Business Corporation Law section 903(b), or other applicable statute. Section 903(b) is the corporate analogue, allowing a plan to be abandoned at any time prior to the filing of the certificate pursuant to a provision for abandonment contained in the plan.

Once the certificate is filed and effective, unwinding is not a matter of withdrawing the filing. The remedy landscape is narrow by design: section 1002(g) provides that a member has no right to attack the validity of the merger or consolidation except in an action or contest with respect to compliance with the provisions of the operating agreement or with section 1002(c).

Survivor property, debts, actions, rights and registration effects

Section 1004(a) is a standard successor-liability provision executed with unusual thoroughness. On effectiveness, the property and every interest of the constituent entities vest in the survivor, title does not revert or become in any way impaired by reason of the chapter, all rights of creditors and all liens on property are preserved unimpaired, and the debts, liabilities and duties of the constituents attach to the survivor and may be enforced against it to the same extent as if they had been incurred or contracted by it.

Section 1004(b) provides that no action or proceeding pending at the effective time abates or is discontinued. Litigation follows the survivor automatically; there is no statutory substitution filing to make, though the court's own rules on party substitution still apply.

Two provisions catch people out. Section 1004(c) says that unless otherwise agreed, a merger or consolidation does not require a domestic LLC to wind up its affairs under section 703 or to pay its liabilities and distribute its assets under section 704. And section 1004(d) provides that a certificate of merger or consolidation acts as articles of dissolution for a domestic LLC that is not the surviving or resulting entity. The non-survivor is dissolved by the merger filing itself. Filing a separate dissolution is unnecessary, and treating the non-survivor as still existing after the effective date is a mistake.

Registration effects require follow-through outside the Department of State. Section 1004 does not stop at the state filing: under section 1003(c) the survivor must cause a copy of the certificate, certified by the Department of State, to be filed in the office of the clerk of each county in which each office of a constituent corporation is located, and in the office of the recording officer of each county in this state in which real property of a constituent corporation is situated. These county filings are frequently overlooked and should be calendared alongside the state filing.

Appraisal, dissent, creditor and foreign survivor service rules

New York gives LLC members a genuine dissent right by default, and it is structured differently from the corporate model. Under section 1002(e), a member entitled to vote who does not vote in favor may file a written dissent before the time of the meeting. The dissent may be withdrawn, and it is deemed withdrawn if the member casts a vote in favor.

The consequence in section 1002(f) is immediate and self-executing. The dissenting member does not become or continue to be a member of, or hold an interest in, the survivor, and instead is entitled to receive in cash the fair value of the membership interest as of the close of business on the day prior to the effective date, determined in accordance with section 509 but without taking account of the effect of the merger or consolidation. Section 509 measures a withdrawing member's entitlement by the right to share in distributions.

Payment runs on a clock. Section 1005(a) requires the survivor, within ten days after the event, to send each dissenting former member a written offer to pay in cash the fair value of the interest, with payment to an accepting member within ten days after notice of acceptance is received. If no agreement is reached within ninety days after the offer, or if no offer is made, section 1005(b) applies the procedure in Business Corporation Law section 623(h), (i), (j) and (k).

That imported procedure is corporate machinery. It puts fair value before the supreme court in a special proceeding, tried without a jury and without referral to an appraiser or referee, with fair value determined as of the close of business on the day prior to the authorization date and with equitable interest. Costs can be shifted against a party whose refusal was arbitrary, vexatious or otherwise not in good faith. Subdivision (j) bars payment while the entity is insolvent or where payment would cause insolvency, and gives the dissenter the choice of withdrawing or retaining a claim subordinated to creditors but superior to non-dissenting holders. Subdivision (k) makes the procedure exclusive except for an action for relief on the ground that the corporate action is unlawful or fraudulent as to the claimant.

Creditors are protected structurally rather than through a notice procedure. There is no statutory creditor-notification step; section 1004(a) preserves liens and claims against the survivor instead. The one additional constraint is section 1005(c), which provides that a payment under that section constitutes a return of a member's contribution for purposes of section 508. Section 508 forbids a distribution when, after giving effect to it, liabilities other than those to members on account of their membership interests and those for which creditor recourse is limited to specified property would exceed the fair market value of the assets, and it imposes liability on a member who knowingly receives a distribution made in violation of that limit.

Where a foreign entity survives, the certificate itself supplies the service and payment protections: the survivor agrees that it may be served with process in New York, designates the secretary of state as its agent with a post office address for forwarding, and promises to promptly pay dissenting members the amount to which they are entitled.

Short form, nonexclusive routes and special entity boundaries

New York has no short-form merger for LLCs. There is no parent-subsidiary provision that lets a ninety percent owner merge out a subsidiary without a member vote, and no equivalent of the streamlined route many states provide. Sections 1006 and 1007, which sit immediately after the merger sections and are sometimes assumed to contain such a route, are about something else entirely: they govern the conversion of a partnership or limited partnership into an LLC. Every LLC merger in New York therefore runs the full section 1002 approval process.

What New York does offer instead is flexibility inside that process. The operating agreement can set the approval percentage anywhere at or above the majority-in-interest floor, can lengthen the notice period, and can define majority in interest differently than the profits-based default, since section 102(o) applies unless otherwise provided in the operating agreement.

Conversion is a genuinely separate route with its own consequences and should not be treated as a merger substitute without checking which statute governs the entity in question.

Professional entities are the principal special-entity boundary. Beyond the same- profession limits in sections 1213 and 1216, section 1216 suspends the ordinary transfer restrictions for a period not exceeding thirty days on stated conditions, which is what makes a professional merger mechanically possible at all. The section also makes clear that a person not otherwise eligible to be a member may not vote or receive a distribution. Entities in regulated industries should expect approval requirements outside the Limited Liability Company Law, and the "not expressly prohibited by law" qualifier in section 1001(b) is where those external prohibitions bite.

What trips people up

The single most expensive mistake is assuming the operating agreement can authorize a merger below a majority in interest. It cannot. Section 1002(c) sets a floor, and an approval that clears a contractual threshold but not the statutory one is exposed under section 1002(g), which preserves exactly that challenge.

The second is counting members instead of measuring profits. Section 102(o) is a profits-share test, and in an LLC with unequal economics the two counts can point in opposite directions.

The third is relying on written consent without thinking it through. Section 407 appears to authorize it in general terms while section 1002(c) speaks specifically of a meeting on twenty days' notice, and the dissent right is keyed to the meeting. Where a dissent is plausible, hold the meeting.

The fourth is omitting a termination and amendment clause from the merger agreement. Section 1002(d) only preserves a power the agreement itself creates.

The fifth is forgetting the county filings required by section 1003(c), and the sixth is filing a separate dissolution for the non-survivor when section 1004(d) has already dissolved it. A seventh, smaller trap: a delayed effective date must be a date certain and cannot exceed thirty days after filing.

Common questions

Can our operating agreement let the manager approve a merger without a member vote?

No. Section 1002(c) requires submission to the members and permits the operating agreement to set a percentage that is not less than a majority in interest of the members entitled to vote. A manager-only approval structure that is valid in some states is not available in New York.

Does New York have a short-form or parent-subsidiary merger for LLCs?

No. Article ten contains no short-form route. Sections 1006 and 1007 cover conversion of a partnership or limited partnership into an LLC, not merger, so a wholly owned subsidiary merger still requires the full section 1002 process.

How is majority in interest actually measured?

By share of current profits. Section 102(o) defines it as the members whose aggregate share of the current profits constitutes more than one-half of the aggregate of such shares of all members, unless the operating agreement provides otherwise.

Can a dissenting member block the merger?

No. Dissent under section 1002(e) is an exit right, not a veto. The dissenting member stops being a member and takes cash fair value under section 1002(f). Section 1002(g) bars attacking the validity of the merger except for non-compliance with the operating agreement or with section 1002(c).

What does the certificate cost and how fast can it be processed?

The Department of State charges a sixty dollar filing fee. Expedited handling costs twenty-five dollars per document for twenty-four hour processing, seventy-five dollars for same day, or one hundred fifty dollars for processing within two hours.

Do we have to use the Department's form?

No. The Department publishes three fillable certificate forms and states that if its form does not fit your needs you may draft your own form pursuant to the statutory provisions. Form DOS-1372-f itself notes that you are not required to use it. Whatever document you file must carry the caption and the applicable items required by section 1003.

Do we need to dissolve the non-surviving LLC separately?

No. Section 1004(d) provides that the certificate of merger or consolidation acts as articles of dissolution for a domestic LLC that is not the surviving or resulting entity, and section 1004(c) means no winding up is required unless the parties agree otherwise.

Can a professional practice LLC merge with an ordinary LLC?

Generally no. Section 1213 permits a merger only if all of the professions practiced by the constituent entities could be practiced by a single professional LLC, and section 1216 requires the survivor to be a professional service LLC, a qualifying foreign professional LLC, or another entity practicing the same profession or professions.

Statutes and sources

• N.Y. Ltd. Liab. Co. Law § 102 Definitions for the whole chapter. Supplies the profits-based meaning of majority in interest, the broad definition of other business entity, and the definitions of member, membership interest and operating agreement that article ten runs on. Accessed September 10, 2026.
• N.Y. Ltd. Liab. Co. Law § 203 Lists the items that must appear in articles of organization. Section 1003 folds this list into the certificate of merger when a new domestic LLC results from a consolidation. Accessed September 10, 2026.
• N.Y. Ltd. Liab. Co. Law § 407 Action by written consent of members in lieu of a meeting, the sixty-day collection window, and the substitute recital a filed document carries when consent replaces a vote. Accessed September 10, 2026.
• N.Y. Ltd. Liab. Co. Law § 508 Limits on distributions by an LLC and the clawback against a member who knowingly receives a distribution that violates those limits. Section 1005(c) routes dissenter payments here. Accessed September 10, 2026.
• N.Y. Ltd. Liab. Co. Law § 509 Default measure of what a withdrawing member receives, keyed to the right to share in distributions. Section 1002(f) borrows it to value a dissenting member's interest. Accessed September 10, 2026.
• N.Y. Ltd. Liab. Co. Law § 1001 Defines merger and consolidation as distinct procedures and authorizes a domestic LLC to combine with domestic or foreign LLCs and other business entities. Accessed September 10, 2026.
• N.Y. Ltd. Liab. Co. Law § 1002 The approval section: what the agreement must contain, the twenty-day meeting, the majority-in-interest floor, amendment and termination, and the dissent and cash-out right. Accessed September 10, 2026.
• N.Y. Ltd. Liab. Co. Law § 1003 Contents, caption, signers and filing of the certificate of merger or consolidation, the thirty-day delayed effective date, and the county clerk and recording-officer follow-ups. Accessed September 10, 2026.
• N.Y. Ltd. Liab. Co. Law § 1004 Effect of the merger: vesting of property, preservation of creditor rights and liens, survival of pending actions, no winding up, and the operating-agreement amendment opt- in. Accessed September 10, 2026.
• N.Y. Ltd. Liab. Co. Law § 1005 The dissenter payment procedure: the ten-day written offer, the ninety-day negotiation window, and the import of the Business Corporation Law court procedure when talks fail. Accessed September 10, 2026.
• N.Y. Ltd. Liab. Co. Law § 1006 Conversion of a partnership or limited partnership into an LLC. Cited to show what article ten's later sections actually cover, since they are conversion rather than merger routes. Accessed September 10, 2026.
• N.Y. Ltd. Liab. Co. Law § 1213 Applies the chapter to professional service LLCs and limits their mergers to combinations whose professions could all be practiced by a single professional LLC. Accessed September 10, 2026.
• N.Y. Ltd. Liab. Co. Law § 1216 Permits a professional service LLC to merge under article ten and suspends the ordinary transfer restrictions for a period not exceeding thirty days on stated conditions. Accessed September 10, 2026.
• N.Y. Bus. Corp. Law § 623 The corporate appraisal procedure. Subdivisions (h) through (k) are imported by section 1005(b) when an LLC and its dissenting former member cannot agree on fair value. Accessed September 10, 2026.
• N.Y. Bus. Corp. Law § 903 Corporate merger authorization and abandonment. Relevant when a business corporation is a constituent, and cross-referenced by section 1003 on termination before filing. Accessed September 10, 2026.
• N.Y. Dep't of State, Div. of Corps., Certificate of Merger for Domestic and Foreign Limited Liability Companies The filing office's own page: which of the three certificate forms to use, the sixty dollar fee, the Albany filing address, and the expedited-handling tiers. Accessed September 10, 2026.
• N.Y. Dep't of State, Certificate of Merger, Domestic Entity into Domestic Limited Liability Company (Form DOS-1372-f) The Department's fillable certificate. Shows the eight numbered paragraphs, the requirement that each constituent entity sign, and the thirty-day cap on a future effective date. Accessed September 10, 2026.