Bill Text: NY S04716 | 2023-2024 | General Assembly | Introduced
Bill Title: Eliminates the requirement that limited liability companies publish their articles of organization and that certain partnerships publish their registrations; establishes the department of state modernization fund.
Spectrum: Partisan Bill (Democrat 3-0)
Status: (Introduced) 2024-01-03 - REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS [S04716 Detail]
Download: New_York-2023-S04716-Introduced.html
STATE OF NEW YORK ________________________________________________________________________ 4716 2023-2024 Regular Sessions IN SENATE February 14, 2023 ___________ Introduced by Sens. KRUEGER, HOYLMAN-SIGAL, LIU -- read twice and ordered printed, and when printed to be committed to the Committee on Corporations, Authorities and Commissions AN ACT to amend the limited liability company law and the partnership law, in relation to certain publication requirements and fees; to amend the state finance law, in relation to establishing the depart- ment of state modernization fund; to repeal subdivision (a-1) of section 102 and section 206 of the limited liability company law and subdivision (a-1) of section 121-101 of the partnership law, relating to affidavits of publication; to repeal subdivision (s) of section 1101 of the limited liability company law and subdivision (f) of section 121-1300 of the partnership law, relating to fees for filing certificates of publication; to repeal subdivision (b) of section 802, paragraph 2 of subdivision (c) of section 1203 and subdivision (d) of section 1306 of the limited liability company law and subdivision (c) of section 121-201, subdivision (d) of section 121-902, paragraph (II) of subdivision (a) of section 121-1500 and paragraph (II) of subdivi- sion (f) of section 121-1502 of the partnership law, in relation to publication requirements; to repeal subdivision (e-1) of section 102 of the limited liability company law and subdivision (a-2) of section 121-101 of the partnership law, relating to certificates of publica- tion; and to repeal subdivision 4 of section 23.03 of the arts and cultural affairs law, relating to theatrical production company publi- cation requirements 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 EXPLANATION--Matter in italics (underscored) is new; matter in brackets [] is old law to be omitted. LBD00410-01-3S. 4716 2 1 department of state a signed certificate entitled "Certificate of 2 Conversion of ... (name partnership or limited partnership) to ... (name 3 of limited liability company) under section one thousand six of the 4 Limited Liability Company Law" [and shall also satisfy the publication5requirements of section two hundred six of this chapter]. Such certif- 6 icate shall include either: 7 § 2. Section 206 of the limited liability company law is REPEALED. 8 § 3. Subdivision (s) of section 1101 of the limited liability company 9 law is REPEALED. 10 § 4. Section 209 of the limited liability company law is amended to 11 read as follows: 12 § 209. Filing with the department of state. (a) A signed articles of 13 organization and any signed certificate of amendment or other certif- 14 icates filed pursuant to this chapter or of any judicial decree of 15 amendment or cancellation shall be delivered to the department of state. 16 If the instrument that is delivered to the department of state for 17 filing complies as to form with the requirements of law and the filing 18 fee required by any statute of this state in connection therewith has 19 been paid, the instrument shall be filed and indexed by the department 20 of state. The department of state shall not review such articles or 21 certificates for legal sufficiency; its review shall be limited to 22 determining that the form has been completed. 23 (b) The department of state shall make such instruments available on 24 its state register website, and must maintain electronic copies of the 25 instruments in a fully searchable format that is available to the 26 public. The department of state shall also transmit a copy of such 27 instrument to the department of law within seven days of filing. The 28 department of law shall publish the instrument on its "NY Open Govern- 29 ment" website or analogous website no more than seven days after receipt 30 from the department of state. 31 (c) The department of state shall publish notice of article filings 32 and any signed certificate of amendment or other certificates filed 33 pursuant to this chapter on its state register website, which shall 34 include without limitation: (1) the name of the limited liability compa- 35 ny; (2) the date of filing of the articles of organization with the 36 department of state and, if the date of the formation is not the date of 37 filing of the articles of organization, the date of formation of the 38 limited liability company; (3) the county within the state, in which the 39 office of the limited liability company is located; (4) the street 40 address of the principal business location, if any; (5) a statement that 41 the secretary of state has been designated as agent of the limited 42 liability company upon whom process against it may be served and the 43 post office address within or without the state to which the secretary 44 of state shall mail a copy of any process against it served upon him or 45 her; (6) if the limited liability company is to have a registered agent, 46 his or her name and address within the state and a statement that the 47 registered agent is to be the agent of the limited liability company 48 upon whom process against it may be served; (7) if the limited liability 49 company is to have a specific date of dissolution in addition to the 50 events of dissolution set forth in section seven hundred one of this 51 chapter, the latest date upon which the limited liability company is to 52 dissolve; and (8) the character or purpose of the business of such 53 limited liability company. 54 § 5. Subdivision (b) of section 802 of the limited liability company 55 law is REPEALED and a new subdivision (b) is added to read as follows:S. 4716 3 1 (b)(i) The department of state shall make such instruments available 2 on its state register website, and must maintain electronic copies of 3 the instruments in a fully searchable format that is available to the 4 public. The department of state shall also transmit a copy of such 5 instrument to the department of law within seven days of filing. The 6 department of law shall publish the instrument on its "NY Open Govern- 7 ment" website or analogous website no more than seven days after receipt 8 from the department of state. 9 (ii) The department of state shall publish notice of article filings 10 and any signed certificate of amendment or other certificates filed 11 pursuant to this chapter on its state register website, which shall 12 include without limitation: (1) the name of the foreign limited liabil- 13 ity company; (2) the date of filing of the articles of organization with 14 the department of state and, if the date of the formation is not the 15 date of filing of the articles of organization, the date of formation of 16 the foreign limited liability company; (3) the county within the state, 17 in which the office of the foreign limited liability company is located; 18 (4) the street address of the principal business location, if any; (5) a 19 statement that the secretary of state has been designated as agent of 20 the foreign limited liability company upon whom process against it may 21 be served and the post office address within or without the state to 22 which the secretary of state shall mail a copy of any process against it 23 served upon him or her; (6) if the foreign limited liability company is 24 to have a registered agent, his or her name and address within the state 25 and a statement that the registered agent is to be the agent of the 26 foreign limited liability company upon whom process against it may be 27 served; (7) if the foreign limited liability company is to have a 28 specific date of dissolution in addition to the events of dissolution 29 set forth in section seven hundred one of this chapter, the latest date 30 upon which the foreign limited liability company is to dissolve; and (8) 31 the character or purpose of the business of such foreign limited liabil- 32 ity company. 33 § 6. Paragraph 2 of subdivision (c) of section 1203 of the limited 34 liability company law is REPEALED and a new paragraph 2 is added to read 35 as follows: 36 (2) (A) The department of state shall make such instruments available 37 on its state register website, and must maintain electronic copies of 38 the instruments in a fully searchable format that is available to the 39 public. The department of state shall also transmit a copy of such 40 instrument to the department of law within seven days of filing. The 41 department of law shall publish the instrument on its "NY Open Govern- 42 ment" website or analogous website no more than seven days after receipt 43 from the department of state. 44 (B) The department of state shall publish notice of article filings 45 and any signed certificate of amendment or other certificates filed 46 pursuant to this chapter on its state register website, which shall 47 include without limitation: (1) the name of the professional service 48 limited liability company; (2) the date of filing of the articles of 49 organization with the department of state and, if the date of the forma- 50 tion is not the date of filing of the articles of organization, the date 51 of formation of the professional service limited liability company; (3) 52 the county within the state, in which the office of the professional 53 service limited liability company is located; (4) the street address of 54 the principal business location, if any; (5) a statement that the secre- 55 tary of state has been designated as agent of the professional service 56 limited liability company upon whom process against it may be served andS. 4716 4 1 the post office address within or without the state to which the secre- 2 tary of state shall mail a copy of any process against it served upon 3 him or her; (6) if the professional service limited liability company is 4 to have a registered agent, his or her name and address within the state 5 and a statement that the registered agent is to be the agent of the 6 professional service limited liability company upon whom process against 7 it may be served; (7) if the professional service limited liability 8 company is to have a specific date of dissolution in addition to the 9 events of dissolution set forth in section seven hundred one of this 10 chapter, the latest date upon which the professional service limited 11 liability company is to dissolve; and (8) the character or purpose of 12 the business of such professional service limited liability company. 13 § 7. Subdivision (d) of section 1306 of the limited liability company 14 law is REPEALED and a new subdivision (d) is added to read as follows: 15 (d)(i) The department of state shall make such instruments available 16 on its state register website, and must maintain electronic copies of 17 the instruments in a fully searchable format that is available to the 18 public. The department of state shall also transmit a copy of such 19 instrument to the department of law within seven days of filing. The 20 department of law shall publish the instrument on its "NY Open Govern- 21 ment" website or analogous website no more than seven days after receipt 22 from the department of state. 23 (ii) The department of state shall publish notice of article filings 24 and any signed certificate of amendment or other certificates filed 25 pursuant to this chapter on its state register website, which shall 26 include without limitation: (1) the name of the foreign professional 27 service limited liability company; (2) the date of filing of the arti- 28 cles of organization with the department of state and, if the date of 29 the formation is not the date of filing of the articles of organization, 30 the date of formation of the foreign professional service limited 31 liability company; (3) the county within the state, in which the office 32 of the foreign professional service limited liability company is 33 located; (4) the street address of the principal business location, if 34 any; (5) a statement that the secretary of state has been designated as 35 agent of the foreign professional service limited liability company upon 36 whom process against it may be served and the post office address within 37 or without the state to which the secretary of state shall mail a copy 38 of any process against it served upon him or her; (6) if the foreign 39 professional service limited liability company is to have a registered 40 agent, his or her name and address within the state and a statement that 41 the registered agent is to be the agent of the foreign professional 42 service limited liability company upon whom process against it may be 43 served; (7) if the foreign professional service limited liability compa- 44 ny is to have a specific date of dissolution in addition to the events 45 of dissolution set forth in section seven hundred one of this chapter, 46 the latest date upon which the foreign professional service limited 47 liability company is to dissolve; and (8) the character or purpose of 48 the business of such foreign professional service limited liability 49 company. 50 § 8. Section 1101 of the limited liability company law is amended by 51 adding a new subdivision (w) to read as follows: 52 (w) For the electronic publication of any documents required to be 53 filed with the department pursuant to section two hundred nine, eight 54 hundred two, twelve hundred three or thirteen hundred six of this chap- 55 ter, fifty dollars.S. 4716 5 1 § 9. Subdivisions (a-1) and (e-1) of section 102 of the limited 2 liability company law are REPEALED. 3 § 10. Subdivision (c) of section 121-201 of the partnership law is 4 REPEALED and a new subdivision (c) is added to read as follows: 5 (c)(i) The department of state shall make such instruments available 6 on its state register website, and must maintain electronic copies of 7 the instruments in a fully searchable format that is available to the 8 public. The department of state shall also transmit a copy of such 9 instrument to the department of law within seven days of filing. The 10 department of law shall publish the instrument on its "NY Open Govern- 11 ment" website or analogous website no more than seven days after receipt 12 from the department of state. 13 (ii) The department of state shall publish notice of article filings 14 and any signed certificate of amendment or other certificates filed 15 pursuant to this chapter on its state register website, which shall 16 include without limitation: (1) the name of the limited partnership; (2) 17 the date of filing of the articles of organization with the department 18 of state and, if the date of the formation is not the date of filing of 19 the articles of organization, the date of formation of the limited part- 20 nership; (3) the county within the state, in which the office of the 21 limited partnership is located; (4) the street address of the principal 22 business location, if any; (5) a statement that the secretary of state 23 has been designated as agent of the limited partnership upon whom proc- 24 ess against it may be served and the post office address within or with- 25 out the state to which the secretary of state shall mail a copy of any 26 process against it served upon him or her; (6) if the limited partner- 27 ship is to have a registered agent, his or her name and address within 28 the state and a statement that the registered agent is to be the agent 29 of the limited partnership upon whom process against it may be served; 30 (7) if the limited partnership is to have a specific date of dissolution 31 in addition to the events of dissolution set forth in article six of 32 this chapter, the latest date upon which the limited partnership is to 33 dissolve; and (8) the character or purpose of the business of such 34 limited partnership. 35 § 11. Subdivision (d) of section 121-902 of the partnership law is 36 REPEALED and a new subdivision (d) is added to read as follows: 37 (d) (i) The department of state shall make such instruments available 38 on its state register website, and must maintain electronic copies of 39 the instruments in a fully searchable format that is available to the 40 public. The department of state shall also transmit a copy of such 41 instrument to the department of law within seven days of filing. The 42 department of law shall publish the instrument on its "NY Open Govern- 43 ment" website or analogous website no more than seven days after receipt 44 from the department of state. 45 (ii) The department of state shall publish notice of article filings 46 and any signed certificate of amendment or other certificates filed 47 pursuant to this chapter on its state register website, which shall 48 include without limitation: (1) the name of the foreign limited partner- 49 ship; (2) the date of filing of the articles of organization with the 50 department of state and, if the date of the formation is not the date of 51 filing of the articles of organization, the date of formation of the 52 foreign limited partnership; (3) the county within the state, in which 53 the office of the foreign limited partnership is located; (4) the street 54 address of the principal business location, if any; (5) a statement that 55 the secretary of state has been designated as agent of the foreign 56 limited partnership upon whom process against it may be served and theS. 4716 6 1 post office address within or without the state to which the secretary 2 of state shall mail a copy of any process against it served upon him or 3 her; (6) if the foreign limited partnership is to have a registered 4 agent, his or her name and address within the state and a statement that 5 the registered agent is to be the agent of the foreign limited partner- 6 ship upon whom process against it may be served; (7) if the foreign 7 limited partnership is to have a specific date of dissolution in addi- 8 tion to the events of dissolution set forth in article six of this chap- 9 ter, the latest date upon which the foreign limited partnership is to 10 dissolve; and (8) the character or purpose of the business of such 11 foreign limited partnership. 12 § 12. Paragraph (II) of subdivision (a) of section 121-1500 of the 13 partnership law is REPEALED and a new paragraph (II) is added to read as 14 follows: 15 (II)(A) The department of state shall make such instruments available 16 on its state register website, and must maintain electronic copies of 17 the instruments in a fully searchable format that is available to the 18 public. The department of state shall also transmit a copy of such 19 instrument to the department of law within seven days of filing. The 20 department of law shall publish the instrument on its "NY Open Govern- 21 ment" website or analogous website no more than seven days after receipt 22 from the department of state. 23 (B) The department of state shall publish notice of article filings 24 and any signed certificate of amendment or other certificates filed 25 pursuant to this chapter on its state register website, which shall 26 include without limitation: (1) the name of the limited liability part- 27 nership; (2) the date of filing of the articles of organization with the 28 department of state and, if the date of the formation is not the date of 29 filing of the articles of organization, the date of formation of the 30 limited liability partnership; (3) the county within the state, in which 31 the office of the limited liability partnership is located; (4) the 32 street address of the principal business location, if any; (5) a state- 33 ment that the secretary of state has been designated as agent of the 34 limited liability partnership upon whom process against it may be served 35 and the post office address within or without the state to which the 36 secretary of state shall mail a copy of any process against it served 37 upon him or her; (6) if the limited liability partnership is to have a 38 registered agent, his or her name and address within the state and a 39 statement that the registered agent is to be the agent of the limited 40 liability partnership upon whom process against it may be served; (7) if 41 the limited liability partnership is to have a specific date of dissol- 42 ution in addition to the events of dissolution set forth in article six 43 of this chapter, the latest date upon which the limited liability part- 44 nership is to dissolve; and (8) the character or purpose of the business 45 of such limited liability partnership. 46 § 13. Paragraph (II) of subdivision (f) of section 121-1502 of the 47 partnership law is REPEALED and a new paragraph (II) is added to read as 48 follows: 49 (II)(A) The department of state shall make such instruments available 50 on its state register website, and must maintain electronic copies of 51 the instruments in a fully searchable format that is available to the 52 public. The department of state shall also transmit a copy of such 53 instrument to the department of law within seven days of filing. The 54 department of law shall publish the instrument on its "NY Open Govern- 55 ment" website or analogous website no more than seven days after receipt 56 from the department of state.S. 4716 7 1 (B) The department of state shall publish notice of article filings 2 and any signed certificate of amendment or other certificates filed 3 pursuant to this chapter on its state register website, which shall 4 include without limitation: (1) the name of the foreign limited liabil- 5 ity partnership; (2) the date of filing of the articles of organization 6 with the department of state and, if the date of the formation is not 7 the date of filing of the articles of organization, the date of forma- 8 tion of the foreign limited liability partnership; (3) the county within 9 the state, in which the office of the foreign limited liability partner- 10 ship is located; (4) the street address of the principal business 11 location, if any; (5) a statement that the secretary of state has been 12 designated as agent of the foreign limited liability partnership upon 13 whom process against it may be served and the post office address within 14 or without the state to which the secretary of state shall mail a copy 15 of any process against it served upon him or her; (6) if the foreign 16 limited liability partnership is to have a registered agent, his or her 17 name and address within the state and a statement that the registered 18 agent is to be the agent of the foreign limited liability partnership 19 upon whom process against it may be served; (7) if the foreign limited 20 liability partnership is to have a specific date of dissolution in addi- 21 tion to the events of dissolution set forth in article six of this chap- 22 ter, the latest date upon which the foreign limited liability partner- 23 ship is to dissolve; and (8) the character or purpose of the business of 24 such foreign limited liability partnership. 25 § 14. Subdivision (f) of section 121-1300 of the partnership law is 26 REPEALED. 27 § 15. Section 121-1300 of the partnership law is amended by adding a 28 new subdivision (t) to read as follows: 29 (t) For the electronic publication of any documents required to be 30 filed with the department pursuant to section 121-202, 121-902, 121-1500 31 or 121-1502 of this chapter, fifty dollars. 32 § 16. Subdivisions (a-1) and (a-2) of section 121-101 of the partner- 33 ship law are REPEALED. 34 § 17. Subdivision 4 of section 23.03 of the arts and cultural affairs 35 law is REPEALED. 36 § 18. The state finance law is amended by adding a new section 89-k to 37 read as follows: 38 § 89-k. Department of state modernization fund. 1. There is hereby 39 established in the custody of the comptroller a special fund to be known 40 as the "department of state modernization fund". The moneys in such fund 41 shall be available for payment of any and all costs and expenditures 42 incurred in performing modernization and security of the department of 43 state's public-facing website, and for developing alternatives to phys- 44 ical publication of documents required to be filed pursuant to article 45 eleven of the limited liability company law, including costs and 46 expenses incidental and appurtenant thereto. 47 2. Moneys in the fund shall be kept separately from and shall not be 48 commingled with any other moneys in the custody of the state comp- 49 troller. 50 3. The fund shall consist of the revenues required to be deposited 51 therein pursuant to the provisions of subdivision (w) of section eleven 52 hundred one of the limited liability company law and subdivision (t) of 53 section 121-1300 of the partnership law, and all other moneys credited 54 or transferred thereto from any other fund or source pursuant to law. 55 4. The moneys in such fund shall be appropriated by the legislature 56 and paid out on the warrant of the state comptroller.S. 4716 8 1 § 19. This act shall take effect on the one hundred eightieth day 2 after it shall have become a law. Effective immediately the addition, 3 amendment and/or repeal of any rule or regulation necessary for the 4 implementation of this act on its effective date are authorized to be 5 made and completed on or before such date.