Bill Text: NY A08125 | 2017-2018 | General Assembly | Introduced
Bill Title: Eliminates the requirement that limited liability companies publish their articles of organization and that limited liability partnerships publish their registrations.
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Introduced - Dead) 2018-01-03 - referred to corporations, authorities and commissions [A08125 Detail]
Download: New_York-2017-A08125-Introduced.html
STATE OF NEW YORK ________________________________________________________________________ 8125 2017-2018 Regular Sessions IN ASSEMBLY May 31, 2017 ___________ Introduced by M. of A. SEAWRIGHT -- read once and referred to the Committee on Corporations, Authorities and Commissions AN ACT to amend the limited liability company law, the arts and cultural affairs law and the state finance law, in relation to publication requirements; and to repeal section 206 of the limited liability company law and paragraph 2 of subdivision (c) of section 1203 of the limited liability company law, relating to affidavits of publication The People of the State of New York, represented in Senate and Assem- bly, do enact as follows: 1 Section 1. The opening paragraph of subdivision (e) of section 1006 of 2 the limited liability company law, as amended by chapter 375 of the laws 3 of 1998, is amended to read as follows: 4 In connection with any conversion approved under subdivision (c) of 5 this section, the partnership or limited partnership shall file with the 6 department of state a signed certificate entitled "Certificate of 7 Conversion of ... (name partnership or limited partnership) to ... (name 8 of limited liability company) under section one thousand six of the 9 Limited Liability Company Law" [and shall also satisfy the publication10requirements of section two hundred six of this chapter]. Such certif- 11 icate shall include either: 12 § 2. Section 206 of the limited liability company law is REPEALED. 13 § 3. Subdivision (s) of section 1101 of the limited liability company 14 law, as amended by chapter 767 of the laws of 2005, is amended to read 15 as follows: 16 (s) For filing a certificate of publication with affidavits of publi- 17 cation annexed thereto pursuant to section [two hundred six,] eight 18 hundred two, twelve hundred three or thirteen hundred six of this chap- 19 ter, fifty dollars. 20 § 4. Section 209 of the limited liability company law is amended to 21 read as follows: EXPLANATION--Matter in italics (underscored) is new; matter in brackets [] is old law to be omitted. LBD06263-01-7A. 8125 2 1 § 209. Filing with the department of state. (a) A signed articles of 2 organization and any signed certificate of amendment or other certif- 3 icates filed pursuant to this chapter or of any judicial decree of 4 amendment or cancellation shall be delivered to the department of state. 5 If the instrument that is delivered to the department of state for 6 filing complies as to form with the requirements of law and the filing 7 fee required by any statute of this state in connection therewith has 8 been paid, the instrument shall be filed and indexed by the department 9 of state. The department of state shall not review such articles or 10 certificates for legal sufficiency; its review shall be limited to 11 determining that the form has been completed. 12 (b) The department of state shall make such instruments available on 13 its state register website, and must maintain electronic copies of the 14 instrument in a fully searchable format that is available to the public. 15 The department shall also transmit a copy of such instrument to the 16 department of law within seven days of filing. The department of law 17 shall publish the instrument on its "NY Open Government" website or 18 analogous website no more than seven days after receipt from the depart- 19 ment of state. 20 (c) The department of state shall publish notice of article filings on 21 its state register website, which shall include without limitation: (1) 22 the name of the limited liability company; (2) the date of filing of the 23 articles of organization with the department of state and, if the date 24 of the formation is not the date of filing of the articles of organiza- 25 tion, the date of formation of the limited liability company; (3) the 26 county within this state, in which the office of the limited liability 27 company is located; (4) the street address of the principal business 28 location, if any; (5) a statement that the secretary of state has been 29 designated as agent of the limited liability company upon whom process 30 against it may be served and the post office address within or without 31 this state to which the secretary of state shall mail a copy of any 32 process against it served upon him or her; (6) if the limited liability 33 company is to have a registered agent, his or her name and address with- 34 in this state and a statement that the registered agent is to be the 35 agent of the limited liability company upon whom process against it may 36 be served; (7) if the limited liability company is to have a specific 37 date of dissolution in addition to the events of dissolution set forth 38 in section seven hundred one of this chapter, the latest date upon which 39 the limited liability company is to dissolve; and (8) the character or 40 purpose of the business of such limited liability company. 41 § 5. Section 1101 of the limited liability company law is amended by 42 adding a new subdivision (w) to read as follows: 43 (w) For the electronic publication of any documents required to be 44 filed with the department pursuant to section two hundred nine of this 45 chapter, fifty dollars. 46 § 6. Subdivisions (a-1) and (e-1) of section 102 of the limited 47 liability company law, subdivision (a-1) as amended by chapter 44 of the 48 laws of 2006 and subdivision (e-1) as added by chapter 767 of the laws 49 of 2005, are amended to read as follows: 50 (a-1) "Affidavit of publication" means the affidavit of the printer or 51 publisher of a newspaper in which a publication pursuant to sections 52 [two hundred six,] eight hundred two, one thousand two hundred three, 53 and one thousand three hundred six of this chapter has been made. The 54 affidavit of publication shall be in a form substantially as follows: 55 "Affidavit of Publication Under Section __________ (specify applicable 56 section) of the Limited Liability Company LawA. 8125 3 1 State of New York, 2 County of ________, ss.: 3 The undersigned is the printer (or publisher) of ______________ (name 4 of newspaper), a _________ (daily or weekly) newspaper published in 5 ________________, New York. A notice regarding _______________ (name of 6 limited liability company) was published in said newspaper once in each 7 week for six successive weeks, commencing on __________ and ending on 8 ________. The text of the notice as published in said newspaper is as 9 set forth below, or in the annexed exhibit. This newspaper has been 10 designated by the Clerk of ________ County for this purpose. 11 ____________ (signature) 12 __________(printed name), 13 (jurat)" 14 The text of the notice set forth in or annexed to each affidavit of 15 publication shall: (i) include only the text of the published notice, 16 (ii) be free of extraneous marks, and (iii) if submitted in paper form, 17 be printed on paper of such size, weight and color, and in ink of such 18 color, and in such font, and be in such other qualities and form not 19 inconsistent with any other provision of law as, in the judgment of the 20 secretary of state, will not impair the ability of the department of 21 state to include a legible and permanent copy thereof in its official 22 records. Nothing in this subdivision shall be construed as requiring the 23 department of state to accept for filing a document submitted in elec- 24 tronic form. 25 (e-1) "Certificate of publication" means a certificate presented on 26 behalf of the applicable limited liability company to the department of 27 state together with the affidavits of publication pursuant to section 28 [two hundred six,] eight hundred two, one thousand two hundred three, or 29 one thousand three hundred six of this chapter. The certificate of 30 publication shall be in a form substantially as follows: 31 "Certificate of Publication of ______ (name of limited liability 32 company) Under Section ______ (specify applicable section) of the Limit- 33 ed Liability Company Law 34 The undersigned is the _________ (title) of ___________ (name of 35 limited liability company). The published notices described in the 36 annexed affidavits of publication contain all of the information 37 required by the above-mentioned section of the Limited Liability Company 38 Law. The newspapers described in such affidavits of publication satisfy 39 the requirements set forth in the Limited Liability Company Law and the 40 designation made by the county clerk. I certify the foregoing statements 41 to be true under penalties of perjury. 42 Date 43 Signature 44 Printed Name" 45 § 7. Subdivision 4 of section 23.03 of the arts and cultural affairs 46 law, as amended by chapter 767 of the laws of 2005, is amended to read 47 as follows: 48 4. A limited partnership that is a theatrical production company is 49 exempt from the requirement for publishing its certificate or notice 50 under sections ninety-one, 121-201 and 121-902 of the partnership law so 51 long as the words "limited partnership" appear in its name. A limited 52 liability company that is a theatrical production company is exempt from 53 the requirement for publishing its articles of organization, application 54 for authority or a notice containing the substance thereof under 55 [sections two hundred six and] section eight hundred two of the limitedA. 8125 4 1 liability company law so long as the words "limited liability company" 2 appear in its name. 3 § 8. The state finance law is amended by adding a new section 89-i to 4 read as follows: 5 § 89-i. Department of state modernization fund. 1. There is hereby 6 established in the custody of the comptroller a special fund to be known 7 as the "department of state modernization fund". The moneys in such fund 8 shall be available for payment of any and all costs and expenditures 9 incurred in performing modernization and security of the department of 10 state website, and for exploring alternatives to physical publication of 11 documents required to be filed pursuant to article eleven of the limited 12 liability company law, including costs and expenses incidental and 13 appurtenant thereto. 14 2. Moneys in the fund shall be kept separately from and shall not be 15 commingled with any other moneys in the custody of the state comp- 16 troller. 17 3. The fund shall consist of the revenues required to be deposited 18 therein pursuant to the provisions of subdivision (w) of section eleven 19 hundred one of the limited liability company law, and all other moneys 20 credited or transferred thereto from any other fund or source pursuant 21 to law. 22 4. The moneys in such fund shall be appropriated by the legislature 23 and paid out on the warrant of the state comptroller. 24 § 9. Paragraph 2 of subdivision (c) of section 1203 of the limited 25 liability company law is REPEALED. 26 § 10. Paragraph 1 of subdivision (c) of section 1203 of the limited 27 liability company law is amended to read as follows: 28 [(1)] A certified copy of the articles of organization and of each 29 amendment thereto and restatement thereof shall be filed by the profes- 30 sional service limited liability company with the licensing authority 31 within thirty days after the filing of such certificate or amendment 32 with the department of state. 33 § 11. This act shall take effect on the one hundred eightieth day 34 after it shall have become a law; provided, however, that effective 35 immediately, the department of state is directed and authorized to 36 promulgate all rules and regulations necessary to implement the 37 provisions of this act on or before its effective date.
