senate Bill S3259

Eliminates certain publication requirements for limited liability companies and limited liability partnerships; repealer

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Bill Status


  • Introduced
  • In Committee
  • On Floor Calendar
    • Passed Senate
    • Passed Assembly
  • Delivered to Governor
  • Signed/Vetoed by Governor
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actions

  • 31 / Jan / 2013
    • REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS
  • 08 / Jan / 2014
    • REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS

Summary

Eliminates the requirement that limited liability companies publish their articles of organization and that limited liability partnerships publish their registrations.

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Bill Details

See Assembly Version of this Bill:
A942
Versions:
S3259
Legislative Cycle:
2013-2014
Current Committee:
Senate Corporations, Authorities And Commissions
Law Section:
Limited Liability Company Law
Laws Affected:
Amd §§1006, 1101, 102 & 209, rpld §206, Lim Lil L; amd §23.03, Arts & Cul L
Versions Introduced in Previous Legislative Cycles:
2011-2012: S437, S438, A885
2009-2010: S1667, S5219, A4496
2007-2008: A11287

Sponsor Memo

BILL NUMBER:S3259

TITLE OF BILL: An act to amend the limited liability company law and
the arts and cultural affairs law, in relation to publication require-
ments; and to repeal section 206 of the limited liability company law,
relating to affidavits of publication

PURPOSE OR GENERAL IDEA OF BILL: Repeals publication requirements of
articles of organization under the limited liabilities laws and creates
an online filing requirement with the department of state.

SUMMARY OF SPECIFIC PROVISIONS: Removes the publication requirements
for conversions of partnerships or limited partnerships to limited
liability corporations and eliminates the filing fees for the affidavits
of publication.

Repeals section 206 of the limited liability company law in relation to
the publication requirements for articles of organization of limited
liability companies.

Requires that department of state promulgate rules and regulations for
the on-line filing of articles and certificates.

Establishes a fee of $50.00 for the on-line filing of documents with the
department of state.

JUSTIFICATION: The intent of the Legislature when enacting the LLCL in
1994 was to allow businesses to enjoy the advantages of incorporation,
without requiring them to adopt the organizational constraints of the
business corporation law. This is particularly useful for small busi-
nesses.

§ 206 of the LLCL requires that after the articles of organization have
been filed, the LLC must publish a copy of the articles or a notice of
their substance, once a week, for six consecutive weeks, in two newspa-
pers from the county where the LLC is located. The LLC is then required
to file affidavits of publication within 120 days and pay an additional
fee of $50.00. These requirements are both unnecessary and very expen-
sive - sometimes prohibitively so. Also, there are no similar require-
ments in the Business Corporation Law.

The transparency that publishing this information allows can be better
achieved today through the internet. Indeed, the Department of State
already maintains an excellent publicly-accessible online database. It
is extraordinarily difficult to find this published information when or
after it appears in print in a daily or weekly local print publication.
Online filings will improve a citizen's access-to this information.

PRIOR LEGISLATIVE HISTORY: A.11287/S.8381 of 2008. A.4496/S.1667 of
2009-2010 A.885/S.437 of 2011-2012

FISCAL IMPLICATIONS: Unknown.

EFFECTIVE DATE: This act shall take effect immediately.

view bill text
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                  3259

                       2013-2014 Regular Sessions

                            I N  S E N A T E

                            January 31, 2013
                               ___________

Introduced  by  Sen. KRUEGER -- 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 arts and
  cultural affairs law, in relation to publication requirements; and  to
  repeal  section  206 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:

  Section 1. The opening paragraph of subdivision (e) of section 1006 of
the limited liability company law, as amended by chapter 375 of the laws
of 1998, is amended to read as follows:
  In  connection  with  any conversion approved under subdivision (c) of
this section, the partnership or limited partnership shall file with the
department of  state  a  signed  certificate  entitled  "Certificate  of
Conversion of ... (name partnership or limited partnership) to ... (name
of  limited  liability  company)  under  section one thousand six of the
Limited Liability Company Law" [and shall also satisfy  the  publication
requirements  of  section two hundred six of this chapter]. Such certif-
icate shall include either:
  S 2. Section 206 of the limited liability company law is REPEALED.
  S 3. Subdivision (s) of section 1101 of the limited liability  company
law,  as  amended by chapter 767 of the laws of 2005, is amended to read
as follows:
  (s) For filing a certificate of publication with affidavits of  publi-
cation  annexed  thereto  pursuant  to  section [two hundred six,] eight
hundred two, twelve hundred three or thirteen hundred six of this  chap-
ter, fifty dollars.
  S  4.  Section  209 of the limited liability company law is amended to
read as follows:

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD00951-01-3

S. 3259                             2

  S 209. Filing with the department  of  state.  A  signed  articles  of
organization  and  any  signed certificate of amendment or other certif-
icates filed pursuant to this chapter  or  of  any  judicial  decree  of
amendment or cancellation shall be delivered to the department of state.
If  the  instrument  that  is  delivered  to the department of state for
filing complies as to form with the requirements of law and  the  filing
fee  required  by  any statute of this state in connection therewith has
been paid, the instrument shall be filed and indexed by  the  department
of  state.  The  department  of  state shall not review such articles or
certificates for legal sufficiency;  its  review  shall  be  limited  to
determining  that  the  form has been completed. THE DEPARTMENT OF STATE
SHALL PROMULGATE RULES AND REGULATIONS FOR THE ON-LINE  FILING  OF  SUCH
ARTICLES  OR  CERTIFICATES FILED PURSUANT TO THIS CHAPTER OR SUCH AMEND-
MENT OR CANCELLATION THEREOF.
  S 5. Section 1101 of the limited liability company law is  amended  by
adding a new subdivision (w) to read as follows:
  (W)  FOR THE ON-LINE FILING OF ANY DOCUMENTS REQUIRED TO BE FILED WITH
THE DEPARTMENT PURSUANT TO THIS CHAPTER, FIFTY DOLLARS.
  S 6. Subdivisions (a-1) and  (e-1)  of  section  102  of  the  limited
liability company law, subdivision (a-1) as amended by chapter 44 of the
laws  of  2006 and subdivision (e-1) as added by chapter 767 of the laws
of 2005, are amended to read as follows:
  (a-1) "Affidavit of publication" means the affidavit of the printer or
publisher of a newspaper in which a  publication  pursuant  to  sections
[two  hundred  six,]  eight hundred two, one thousand two hundred three,
and one thousand three hundred six of this chapter has  been  made.  The
affidavit of publication shall be in a form substantially as follows:
  "Affidavit  of  Publication  Under  Section        (specify applicable
section) of the Limited Liability Company Law
State of New York,
County of ________, ss.:
  The undersigned is the printer (or publisher) of ______________  (name
of  newspaper),  a  _________  (daily  or weekly) newspaper published in
________________, New York. A notice regarding _______________ (name  of
limited  liability company) was published in said newspaper once in each
week for six successive weeks, commencing on __________  and  ending  on
________.  The  text  of the notice as published in said newspaper is as
set forth below, or in the annexed  exhibit.  This  newspaper  has  been
designated by the Clerk of ________ County for this purpose.
                                              ____________ (signature)
                                              __________(printed name),
                                             (jurat)"
  The  text  of  the notice set forth in or annexed to each affidavit of
publication shall: (i) include only the text of  the  published  notice,
(ii)  be free of extraneous marks, and (iii) if submitted in paper form,
be printed on paper of such size, weight and color, and in ink  of  such
color,  and  in  such  font, and be in such other qualities and form not
inconsistent with any other provision of law as, in the judgment of  the
secretary  of  state,  will  not impair the ability of the department of
state to include a legible and permanent copy thereof  in  its  official
records. Nothing in this subdivision shall be construed as requiring the
department  of  state to accept for filing a document submitted in elec-
tronic form.
  (e-1) "Certificate of publication" means a  certificate  presented  on
behalf  of the applicable limited liability company to the department of
state together with the affidavits of publication  pursuant  to  section

S. 3259                             3

[two hundred six,] eight hundred two, one thousand two hundred three, or
one  thousand  three  hundred  six  of  this chapter. The certificate of
publication shall be in a form substantially as follows:
  "Certificate  of  Publication  of  ______  (name  of limited liability
company) Under Section ______ (specify applicable section) of the Limit-
ed Liability Company Law
  The undersigned is the  _________  (title)  of  ___________  (name  of
limited  liability  company).  The  published  notices  described in the
annexed  affidavits  of  publication  contain  all  of  the  information
required by the above-mentioned section of the Limited Liability Company
Law.  The newspapers described in such affidavits of publication satisfy
the requirements set forth in the Limited Liability Company Law and  the
designation made by the county clerk. I certify the foregoing statements
to be true under penalties of perjury.
                                             Date
                                             Signature
                                             Printed Name"
  S  7.  Subdivision 4 of section 23.03 of the arts and cultural affairs
law, as amended by chapter 767 of the laws of 2005, is amended  to  read
as follows:
  4.  A  limited  partnership that is a theatrical production company is
exempt from the requirement for publishing  its  certificate  or  notice
under sections ninety-one, 121-201 and 121-902 of the partnership law so
long  as  the  words "limited partnership" appear in its name. A limited
liability company that is a theatrical production company is exempt from
the requirement for publishing its articles of organization, application
for authority  or  a  notice  containing  the  substance  thereof  under
[sections  two hundred six and] SECTION eight hundred two of the limited
liability company law so long as the words "limited  liability  company"
appear in its name.
  S 8. This act shall take effect immediately.

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