S T A T E O F N E W Y O R K
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10141
I N A S S E M B L Y
May 2, 2022
___________
Introduced by M. of A. DILAN -- (at request of the Department of State)
-- read once and referred to the Committee on Corporations, Authori-
ties and Commissions
AN ACT to amend the business corporation law, the limited liability
company law, the not-for-profit corporation law and the partnership
law, in relation to filing of certificates of resignation by persons
designated to receive service of process with the department of state
when identity theft is at issue
THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:
Section 1. Paragraph (b) of section 104-A of the business corporation
law, as amended by chapter 469 of the laws of 1997, is amended to read
as follows:
(b) For the resignation of a registered agent for service of process
pursuant to PARAGRAPH (C) OF section three hundred five of this chapter,
and for the resignation for receipt for process pursuant to PARAGRAPH
(A) OF section three hundred six-A of this chapter, sixty dollars. NO
FEE SHALL BE COLLECTED FOR THE RESIGNATION OF A REGISTERED AGENT FOR
SERVICE OF PROCESS PURSUANT TO PARAGRAPH (E) OF SECTION THREE HUNDRED
FIVE OF THIS CHAPTER OR FOR THE RESIGNATION FOR RECEIPT FOR PROCESS
PURSUANT TO PARAGRAPH (F) OF SECTION THREE HUNDRED SIX-A OF THIS CHAP-
TER.
§ 2. Section 305 of the business corporation law is amended by adding
a new paragraph (e) to read as follows:
(E) A REGISTERED AGENT WHO DID NOT AUTHORIZE THEIR DESIGNATION AS SUCH
MAY RESIGN AS SUCH AGENT. A CERTIFICATE ENTITLED "CERTIFICATE OF RESIG-
NATION OF REGISTERED AGENT OF ...(NAME OF DESIGNATING CORPORATION) UNDER
SECTION 305 OF THE BUSINESS CORPORATION LAW" SHALL BE SIGNED AND DELIV-
ERED TO THE DEPARTMENT OF STATE. IT SHALL SET FORTH:
(1) THAT THE REGISTERED AGENT RESIGNS AS REGISTERED AGENT FOR THE
DESIGNATING CORPORATION.
(2) THAT THE REGISTERED AGENT DID NOT AUTHORIZE ITS DESIGNATION AS
REGISTERED AGENT BY THE DESIGNATING CORPORATION.
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD13651-01-2
A. 10141 2
(3) THE NAME OF THE CORPORATION AND THE DATE THE CERTIFICATE OF INCOR-
PORATION OR APPLICATION FOR AUTHORITY WAS FILED BY THE DEPARTMENT OF
STATE.
§ 3. Section 306-A of the business corporation law is amended by
adding a new paragraph (f) to read as follows:
(F) (1) THE PARTY (OR HIS/HER LEGAL REPRESENTATIVE) WHOSE POST OFFICE
ADDRESS HAS BEEN SUPPLIED BY A DOMESTIC CORPORATION OR AUTHORIZED
FOREIGN CORPORATION AS ITS ADDRESS FOR PROCESS WITHOUT AUTHORIZATION MAY
RESIGN. A CERTIFICATE ENTITLED "CERTIFICATE OF RESIGNATION FOR RECEIPT
OF PROCESS UNDER SECTION 306-A OF THE BUSINESS CORPORATION LAW" SHALL BE
SIGNED BY SUCH PARTY AND DELIVERED TO THE DEPARTMENT OF STATE. IT SHALL
SET FORTH:
(I) THE NAME OF THE CORPORATION AND THE DATE THE CERTIFICATE OF INCOR-
PORATION OR APPLICATION FOR AUTHORITY WAS FILED BY THE DEPARTMENT OF
STATE.
(II) THAT THE ADDRESS OF THE PARTY HAS BEEN DESIGNATED BY THE CORPO-
RATION AS THE POST OFFICE ADDRESS TO WHICH THE SECRETARY OF STATE SHALL
MAIL A COPY OF ANY PROCESS SERVED ON THE SECRETARY OF STATE AS AGENT FOR
SUCH CORPORATION, AND THAT SUCH PARTY WISHES TO RESIGN.
(III) THAT SUCH PARTY DID NOT AUTHORIZE THE DESIGNATING CORPORATION TO
DESIGNATE SUCH PARTY AS THE ADDRESSEE FOR SERVICE OF PROCESS.
(2) UPON THE FILING OF A CERTIFICATE OF RESIGNATION FOR RECEIPT OF
PROCESS WITH THE SECRETARY OF STATE UNDER THIS PARAGRAPH, ITS AUTHORITY
TO DO BUSINESS IN THIS STATE SHALL BE SUSPENDED UNLESS THE CORPORATION
HAS PREVIOUSLY FILED A STATEMENT UNDER SECTION FOUR HUNDRED EIGHT OF
THIS CHAPTER, IN WHICH CASE THE ADDRESS OF THE PRINCIPAL EXECUTIVE
OFFICE STATED IN THE LAST FILED STATEMENT, SHALL CONSTITUTE THE NEW
ADDRESS FOR PROCESS OF THE CORPORATION PROVIDED SUCH ADDRESS IS DIFFER-
ENT FROM THE PREVIOUS ADDRESS FOR PROCESS, AND THE CORPORATION SHALL NOT
BE DEEMED SUSPENDED.
(3) THE FILING BY THE DEPARTMENT OF STATE OF A CERTIFICATE OF AMEND-
MENT OR CHANGE OR A STATEMENT UNDER SECTION FOUR HUNDRED EIGHT OF THIS
CHAPTER PROVIDING FOR A NEW ADDRESS BY A DESIGNATING CORPORATION SHALL
ANNUL THE SUSPENSION AND ITS AUTHORITY TO DO BUSINESS IN THIS STATE
SHALL BE RESTORED AND CONTINUE AS IF NO SUSPENSION HAD OCCURRED.
§ 4. Section 301-A of the limited liability company law is amended by
adding a new subdivision (f) to read as follows:
(F) (1) THE PARTY (OR HIS/HER LEGAL REPRESENTATIVE) WHOSE POST OFFICE
ADDRESS HAS BEEN SUPPLIED BY A DOMESTIC LIMITED LIABILITY COMPANY OR
AUTHORIZED FOREIGN LIMITED LIABILITY COMPANY AS ITS ADDRESS FOR PROCESS
WITHOUT AUTHORIZATION MAY RESIGN. A CERTIFICATE ENTITLED "CERTIFICATE OF
RESIGNATION FOR RECEIPT OF PROCESS UNDER SECTION 301-A OF THE LIMITED
LIABILITY COMPANY LAW" SHALL BE SIGNED BY SUCH PARTY AND DELIVERED TO
THE DEPARTMENT OF STATE. IT SHALL SET FORTH:
(I) THAT SUCH PARTY RESIGNS AS THE ADDRESSEE FOR SERVICE OF PROCESS
FOR THE DESIGNATING LIMITED LIABILITY COMPANY.
(II) THAT SUCH PARTY DID NOT AUTHORIZE THE DESIGNATING LIMITED LIABIL-
ITY COMPANY TO DESIGNATE SUCH PARTY AS THE ADDRESSEE FOR SERVICE OF
PROCESS.
(III) THE NAME OF THE LIMITED LIABILITY COMPANY AND DATE THE ARTICLES
OF ORGANIZATION OR APPLICATION FOR AUTHORITY WAS FILED BY THE DEPARTMENT
OF STATE.
(2) UPON THE FILING OF A CERTIFICATE OF RESIGNATION FOR RECEIPT OF
PROCESS WITH THE SECRETARY OF STATE UNDER THIS SUBDIVISION, ITS AUTHORI-
TY TO DO BUSINESS IN THIS STATE SHALL BE SUSPENDED.
A. 10141 3
(3) THE FILING BY THE DEPARTMENT OF STATE OF A CERTIFICATE OF AMEND-
MENT OR CHANGE PROVIDING FOR A NEW ADDRESS BY A DESIGNATING LIMITED
LIABILITY COMPANY SHALL ANNUL THE SUSPENSION AND ITS AUTHORITY TO DO
BUSINESS IN THIS STATE SHALL BE RESTORED AND CONTINUE AS IF NO SUSPEN-
SION HAD OCCURRED.
§ 5. Section 302 of the limited liability company law is amended by
adding a new subdivision (f) to read as follows:
(F) A REGISTERED AGENT WHO DID NOT AUTHORIZE THEIR DESIGNATION AS SUCH
MAY RESIGN AS SUCH AGENT. A CERTIFICATE ENTITLED "CERTIFICATE OF RESIG-
NATION OF REGISTERED AGENT OF ... (NAME OF DESIGNATING LIMITED LIABILITY
COMPANY) UNDER SECTION 302 OF THE LIMITED LIABILITY COMPANY LAW" SHALL
BE SIGNED AND DELIVERED TO THE DEPARTMENT OF STATE. IT SHALL SET FORTH:
(1) THAT THE REGISTERED AGENT RESIGNS AS REGISTERED AGENT FOR THE
DESIGNATING LIMITED LIABILITY COMPANY.
(2) THAT THE REGISTERED AGENT DID NOT AUTHORIZE ITS DESIGNATION AS
REGISTERED AGENT BY THE DESIGNATING LIMITED LIABILITY COMPANY.
(3) THE NAME OF THE LIMITED LIABILITY COMPANY AND DATE THE ARTICLES OF
ORGANIZATION OR APPLICATION FOR AUTHORITY WAS FILED BY THE DEPARTMENT OF
STATE.
§ 6. Subdivisions (e) and (t) of section 1101 of the limited liability
company law, subdivision (t) as added by chapter 448 of the laws of
1998, are amended to read as follows:
(e) For the resignation of a registered agent for service of process
pursuant to SUBDIVISION (D) OF section three hundred two of this chap-
ter, twenty dollars. NO FEE SHALL BE COLLECTED FOR THE RESIGNATION OF A
REGISTERED AGENT PURSUANT TO SUBDIVISION (F) OF SECTION THREE HUNDRED
TWO OF THIS CHAPTER.
(t) For filing a certificate of resignation for receipt for process
pursuant to SUBDIVISION (A) OF section three hundred one-A of this chap-
ter, ten dollars. NO FEE SHALL BE COLLECTED FOR FILING A CERTIFICATE OF
RESIGNATION FOR RECEIPT FOR PROCESS PURSUANT TO SUBDIVISION (F) OF
SECTION THREE HUNDRED ONE-A OF THIS CHAPTER.
§ 7. Paragraph (c) of section 104-A of the not-for-profit corporation
law, as amended by chapter 166 of the laws of 1991, is amended and a new
paragraph (t) is added to read as follows:
(c) For the resignation of a registered agent for service of process
pursuant to PARAGRAPH (C) OF section three hundred five of this chapter,
thirty dollars. NO FEE SHALL BE COLLECTED FOR THE RESIGNATION OF A
REGISTERED AGENT FOR SERVICE OF PROCESS PURSUANT TO PARAGRAPH (E) OF
SECTION THREE HUNDRED FIVE OF THIS CHAPTER.
(T) FOR FILING A CERTIFICATE OF RESIGNATION FOR RECEIPT OF PROCESS
PURSUANT TO PARAGRAPH (A) OF SECTION THREE HUNDRED SIX-B OF THIS CHAP-
TER, FIVE DOLLARS. NO FEE SHALL BE COLLECTED FOR FILING A CERTIFICATE OF
RESIGNATION FOR RECEIPT OF PROCESS PURSUANT TO PARAGRAPH (F) OF SECTION
THREE HUNDRED SIX-B OF THIS CHAPTER.
§ 8. Section 305 of the not-for-profit corporation law is amended by
adding a new paragraph (e) to read as follows:
(E) A REGISTERED AGENT WHO DID NOT AUTHORIZE THEIR DESIGNATION AS SUCH
MAY RESIGN AS SUCH AGENT. A CERTIFICATE ENTITLED "CERTIFICATE OF RESIG-
NATION OF REGISTERED AGENT OF ... (NAME OF DESIGNATING CORPORATION)
UNDER SECTION 305 OF THE NOT-FOR-PROFIT CORPORATION LAW" SHALL BE SIGNED
AND DELIVERED TO THE DEPARTMENT OF STATE. IT SHALL SET FORTH:
(1) THAT THE REGISTERED AGENT RESIGNS AS REGISTERED AGENT FOR THE
DESIGNATING CORPORATION.
(2) THAT THE REGISTERED AGENT DID NOT AUTHORIZE ITS DESIGNATION AS
REGISTERED AGENT BY THE DESIGNATING CORPORATION.
A. 10141 4
(3) THE NAME OF THE CORPORATION AND THE DATE THE CERTIFICATE OF INCOR-
PORATION OR APPLICATION FOR AUTHORITY WAS FILED BY THE DEPARTMENT OF
STATE.
§ 9. The not-for-profit corporation law is amended by adding a new
section 306-b to read as follows:
§ 306-B. RESIGNATION FOR RECEIPT OF PROCESS.
(A) THE PARTY (OR HIS/HER LEGAL REPRESENTATIVE) WHOSE POST OFFICE
ADDRESS HAS BEEN SUPPLIED BY A DOMESTIC CORPORATION OR AUTHORIZED
FOREIGN CORPORATION AS ITS ADDRESS FOR PROCESS MAY RESIGN. A CERTIFICATE
ENTITLED "CERTIFICATE OF RESIGNATION FOR RECEIPT OF PROCESS UNDER
SECTION 306-B OF THE NOT-FOR-PROFIT CORPORATION LAW" SHALL BE SIGNED BY
SUCH PARTY AND DELIVERED TO THE DEPARTMENT OF STATE. IT SHALL PROVIDE:
(1) THE NAME OF THE CORPORATION AND THE DATE THAT ITS CERTIFICATE OF
INCORPORATION OR APPLICATION OF AUTHORITY WAS FILED BY THE DEPARTMENT OF
STATE.
(2) THAT THE ADDRESS OF THE PARTY HAS BEEN DESIGNATED BY THE CORPO-
RATION AS THE POST OFFICE ADDRESS TO WHICH A PERSON SHALL MAIL A COPY OF
ANY PROCESS SERVED ON THE SECRETARY OF STATE AS AGENT FOR SUCH CORPO-
RATION, AND THAT SUCH PARTY WISHES TO RESIGN.
(3) THAT SIXTY DAYS PRIOR TO THE FILING OF THE CERTIFICATE OF RESIGNA-
TION FOR RECEIPT OF PROCESS WITH THE DEPARTMENT OF STATE THE PARTY HAS
SENT A COPY OF THE CERTIFICATE OF RESIGNATION FOR RECEIPT OF PROCESS BY
REGISTERED OR CERTIFIED MAIL TO THE ADDRESS OF THE REGISTERED AGENT OF
THE DESIGNATING CORPORATION, IF OTHER THAN THE PARTY FILING THE CERTIF-
ICATE OF RESIGNATION FOR RECEIPT OF PROCESS, OR IF THE DESIGNATING
CORPORATION HAS NO REGISTERED AGENT, THEN TO THE LAST ADDRESS OF THE
DESIGNATING CORPORATION KNOWN TO THE PARTY, SPECIFYING THE ADDRESS TO
WHICH THE COPY WAS SENT. IF THERE IS NO REGISTERED AGENT AND NO KNOWN
ADDRESS OF THE DESIGNATING CORPORATION, THE PARTY SHALL ATTACH AN AFFI-
DAVIT TO THE CERTIFICATE STATING THAT A DILIGENT BUT UNSUCCESSFUL SEARCH
WAS MADE BY THE PARTY TO LOCATE THE CORPORATION, SPECIFYING WHAT EFFORTS
WERE MADE.
(4) THAT THE DESIGNATING CORPORATION IS REQUIRED TO DELIVER TO THE
DEPARTMENT OF STATE A CERTIFICATE OF AMENDMENT OR CHANGE PROVIDING FOR
THE DESIGNATION BY THE CORPORATION OF A NEW ADDRESS AND THAT UPON ITS
FAILURE TO FILE SUCH CERTIFICATE, ITS AUTHORITY TO CONDUCT ACTIVITIES IN
THIS STATE SHALL BE SUSPENDED.
(B) UPON THE FAILURE OF THE DESIGNATING CORPORATION TO FILE A CERTIF-
ICATE OF AMENDMENT OR CHANGE PROVIDING FOR THE DESIGNATION BY THE CORPO-
RATION OF THE NEW ADDRESS AFTER THE FILING OF A CERTIFICATE OF RESIGNA-
TION FOR RECEIPT OF PROCESS WITH THE SECRETARY OF STATE, ITS AUTHORITY
TO CONDUCT ACTIVITIES IN THIS STATE SHALL BE SUSPENDED.
(C) THE FILING BY THE DEPARTMENT OF STATE OF A CERTIFICATE OF AMEND-
MENT OR CHANGE PROVIDING FOR A NEW ADDRESS BY A DESIGNATING CORPORATION
SHALL ANNUL THE SUSPENSION AND ITS AUTHORITY TO CONDUCT ACTIVITIES IN
THIS STATE SHALL BE RESTORED AND CONTINUE AS IF NO SUSPENSION HAD
OCCURRED.
(D) THE RESIGNATION FOR RECEIPT OF PROCESS SHALL BECOME EFFECTIVE UPON
THE FILING BY THE DEPARTMENT OF STATE OF A CERTIFICATE OF RESIGNATION
FOR RECEIPT OF PROCESS.
(E) (1) IN ANY CASE IN WHICH A CORPORATION SUSPENDED PURSUANT TO THIS
SECTION WOULD BE SUBJECT TO THE PERSONAL OR OTHER JURISDICTION OF THE
COURTS OF THIS STATE UNDER ARTICLE THREE OF THE CIVIL PRACTICE LAW AND
RULES, PROCESS AGAINST SUCH CORPORATION MAY BE SERVED UPON THE SECRETARY
OF STATE AS ITS AGENT PURSUANT TO THIS SECTION. SUCH PROCESS MAY ISSUE
IN ANY COURT IN THIS STATE HAVING JURISDICTION OF THE SUBJECT MATTER.
A. 10141 5
(2) SERVICE OF SUCH PROCESS UPON THE SECRETARY OF STATE SHALL BE MADE
BY PERSONALLY DELIVERING TO AND LEAVING WITH THE SECRETARY OF STATE OR
DEPUTY THEREOF, OR WITH ANY PERSON AUTHORIZED BY THE SECRETARY OF STATE
TO RECEIVE SUCH SERVICE, AT THE OFFICE OF THE DEPARTMENT OF STATE IN THE
CITY OF ALBANY, A COPY OF SUCH PROCESS TOGETHER WITH THE STATUTORY FEE,
WHICH FEE SHALL BE A TAXABLE DISBURSEMENT. SUCH SERVICE SHALL BE SUFFI-
CIENT IF NOTICE THEREOF AND A COPY OF THE PROCESS ARE:
(I) DELIVERED PERSONALLY WITHIN OR WITHOUT THIS STATE TO SUCH CORPO-
RATION BY A PERSON AND IN A MANNER AUTHORIZED TO SERVE PROCESS BY LAW OF
THE JURISDICTION IN WHICH SERVICE IS MADE, OR
(II) SENT BY OR ON BEHALF OF THE PLAINTIFF TO SUCH CORPORATION BY
REGISTERED OR CERTIFIED MAIL WITH RETURN RECEIPT REQUESTED TO THE LAST
ADDRESS OF SUCH CORPORATION KNOWN TO THE PLAINTIFF.
(3) (I) WHERE SERVICE OF A COPY OF PROCESS WAS EFFECTED BY PERSONAL
SERVICE, PROOF OF SERVICE SHALL BE BY AFFIDAVIT OF COMPLIANCE WITH THIS
SECTION FILED, TOGETHER WITH THE PROCESS, WITHIN THIRTY DAYS AFTER SUCH
SERVICE, WITH THE CLERK OF THE COURT IN WHICH THE ACTION OR SPECIAL
PROCEEDING IS PENDING. SERVICE OF PROCESS SHALL COMPLETE TEN DAYS AFTER
SUCH PAPERS ARE FILED WITH THE CLERK OF THE COURT.
(II) WHERE SERVICE OF A COPY OF PROCESS WAS EFFECTED BY MAILING IN
ACCORDANCE WITH THIS SECTION, PROOF OF SERVICE SHALL BE BY AFFIDAVIT OF
COMPLIANCE WITH THIS SECTION FILED, TOGETHER WITH THE PROCESS, WITHIN
THIRTY DAYS AFTER RECEIPT OF THE RETURN RECEIPT SIGNED BY THE CORPO-
RATION, OR OTHER OFFICIAL PROOF OF DELIVERY OR OF THE ORIGINAL ENVELOPE
MAILED. IF A COPY OF THE PROCESS IS MAILED IN ACCORDANCE WITH THIS
SECTION, THERE SHALL BE FILED WITH THE AFFIDAVIT OF COMPLIANCE EITHER
THE RETURN RECEIPT SIGNED BY SUCH CORPORATION OR OTHER OFFICIAL PROOF OF
DELIVERY, IF ACCEPTANCE WAS REFUSED BY IT, THE ORIGINAL ENVELOPE WITH A
NOTATION BY THE POSTAL AUTHORITIES THAT ACCEPTANCE WAS REFUSED. IF
ACCEPTANCE WAS REFUSED, A COPY OF THE NOTICE AND PROCESS TOGETHER WITH
NOTICE OF THE MAILING BY REGISTERED OR CERTIFIED MAIL AND REFUSAL TO
ACCEPT SHALL BE PROMPTLY SENT TO SUCH CORPORATION AT THE SAME ADDRESS BY
ORDINARY MAIL AND THE AFFIDAVIT OF COMPLIANCE SHALL SO STATE. SERVICE OF
PROCESS SHALL BE COMPLETE TEN DAYS AFTER SUCH PAPERS ARE FILED WITH THE
CLERK OF THE COURT. THE REFUSAL TO ACCEPT DELIVERY OF THE REGISTERED OR
CERTIFIED MAIL OR TO SIGN THE RETURN RECEIPT SHALL NOT AFFECT THE VALID-
ITY OF THE SERVICE AND SUCH CORPORATION REFUSING TO ACCEPT SUCH REGIS-
TERED OR CERTIFIED MAIL SHALL BE CHARGED WITH KNOWLEDGE OF THE CONTENTS
THEREOF.
(4) SERVICE MADE AS PROVIDED IN THIS SECTION WITHOUT THE STATE SHALL
HAVE THE SAME FORCE AS PERSONAL SERVICE MADE WITHIN THIS STATE.
(5) NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW.
(F)(1) THE PARTY (OR HIS/HER LEGAL REPRESENTATIVE) WHOSE POST OFFICE
ADDRESS HAS BEEN SUPPLIED BY A DOMESTIC CORPORATION OR AUTHORIZED
FOREIGN CORPORATION AS ITS ADDRESS FOR PROCESS WITHOUT AUTHORIZATION MAY
RESIGN. A CERTIFICATE ENTITLED "CERTIFICATE OF RESIGNATION FOR RECEIPT
OF PROCESS UNDER SECTION 306-B OF THE NOT-FOR-PROFIT CORPORATION LAW"
SHALL BE SIGNED BY SUCH PARTY AND DELIVERED TO THE DEPARTMENT OF STATE.
IT SHALL SET FORTH:
(I) THAT SUCH PARTY RESIGNS AS THE ADDRESSEE FOR SERVICE OF PROCESS
FOR THE DESIGNATING CORPORATION.
(II) THAT SUCH PARTY DID NOT AUTHORIZE THE DESIGNATING CORPORATION TO
DESIGNATE SUCH PARTY AS THE ADDRESSEE FOR SERVICE OF PROCESS.
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(III) THE NAME OF THE CORPORATION AND THE DATE THE CERTIFICATE OF
INCORPORATION OR APPLICATION FOR AUTHORITY WAS FILED BY THE DEPARTMENT
OF STATE.
(2) UPON THE FILING OF A CERTIFICATE OF RESIGNATION FOR RECEIPT OF
PROCESS WITH THE SECRETARY OF STATE UNDER THIS PARAGRAPH, ITS AUTHORITY
TO CONDUCT ACTIVITIES IN THIS STATE SHALL BE SUSPENDED. THE FILING BY
THE DEPARTMENT OF STATE OF A CERTIFICATE OF AMENDMENT OR CHANGE PROVID-
ING FOR A NEW ADDRESS BY A DESIGNATING CORPORATION SHALL ANNUL THE
SUSPENSION AND ITS AUTHORITY TO CONDUCT ACTIVITIES IN THIS STATE SHALL
BE RESTORED AND CONTINUE AS IF NO SUSPENSION HAD OCCURRED.
§ 10. Section 121-104-A of the partnership law is amended by adding a
new subdivision (f) to read as follows:
(F) (1) THE PARTY (OR HIS/HER LEGAL REPRESENTATIVE) WHOSE POST OFFICE
ADDRESS HAS BEEN SUPPLIED BY A DOMESTIC LIMITED PARTNERSHIP OR AUTHOR-
IZED FOREIGN LIMITED PARTNERSHIP AS ITS ADDRESS FOR PROCESS WITHOUT
AUTHORIZATION MAY RESIGN. A CERTIFICATE ENTITLED "CERTIFICATE OF RESIG-
NATION FOR RECEIPT OF PROCESS UNDER SECTION 121-104-A OF THE REVISED
LIMITED PARTNERSHIP ACT" SHALL BE SIGNED BY SUCH PARTY AND DELIVERED TO
THE DEPARTMENT OF STATE. IT SHALL SET FORTH:
(I) THAT SUCH PARTY RESIGNS AS THE ADDRESSEE FOR SERVICE OF PROCESS
FOR THE DESIGNATING LIMITED PARTNERSHIP.
(II) THAT SUCH PARTY DID NOT AUTHORIZE THE DESIGNATING LIMITED PART-
NERSHIP TO DESIGNATE SUCH PARTY AS THE ADDRESSEE FOR SERVICE OF PROCESS.
(III) THE NAME OF THE LIMITED PARTNERSHIP AND THE DATE THE CERTIFICATE
OF LIMITED PARTNERSHIP OR APPLICATION FOR AUTHORITY WAS FILED BY THE
DEPARTMENT OF STATE.
(2) UPON THE FILING OF A CERTIFICATE OF RESIGNATION FOR RECEIPT OF
PROCESS WITH THE SECRETARY OF STATE UNDER THIS SUBDIVISION, ITS AUTHORI-
TY TO DO BUSINESS IN THIS STATE SHALL BE SUSPENDED.
(3) THE FILING BY THE DEPARTMENT OF STATE OF A CERTIFICATE OF AMEND-
MENT OR CHANGE PROVIDING FOR A NEW ADDRESS BY A DESIGNATING LIMITED
PARTNERSHIP SHALL ANNUL THE SUSPENSION AND ITS AUTHORITY TO DO BUSINESS
IN THIS STATE SHALL BE RESTORED AND CONTINUE AS IF NO SUSPENSION HAD
OCCURRED.
§ 11. Section 121-105 of the partnership law is amended by adding a
new subdivision (e) to read as follows:
(E) A REGISTERED AGENT WHO DID NOT AUTHORIZE THEIR DESIGNATION AS SUCH
MAY RESIGN AS SUCH AGENT. A CERTIFICATE ENTITLED "CERTIFICATE OF RESIG-
NATION OF REGISTERED AGENT OF... (NAME OF DESIGNATING LIMITED PARTNER-
SHIP) UNDER SUBDIVISION (E) OF SECTION 121-105 OF THE REVISED LIMITED
PARTNERSHIP ACT" SHALL BE SIGNED AND DELIVERED TO THE DEPARTMENT OF
STATE. IT SHALL SET FORTH:
(1) THAT THE REGISTERED AGENT RESIGNS AS REGISTERED AGENT FOR THE
DESIGNATING LIMITED PARTNERSHIP.
(2) THAT THE REGISTERED AGENT DID NOT AUTHORIZE ITS DESIGNATION AS A
REGISTERED AGENT BY THE DESIGNATING LIMITED PARTNERSHIP.
(3) THE NAME OF THE LIMITED PARTNERSHIP AND THE DATE THE CERTIFICATE
OF LIMITED PARTNERSHIP OR APPLICATION FOR AUTHORITY WAS FILED BY THE
DEPARTMENT OF STATE.
§ 12. Subdivisions (d) and (q) of section 121-1300 of the partnership
law, subdivision (d) as amended by chapter 264 of the laws of 1991 and
subdivision (q) as added by chapter 448 of the laws of 1998, are amended
to read as follows:
(d) For the resignation of a registered agent for service of process
pursuant to subdivision (c) of section 121-105 of this article, twenty
dollars. NO FEE SHALL BE COLLECTED FOR THE RESIGNATION OF A REGISTERED
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AGENT FOR SERVICE OF PROCESS PURSUANT TO SUBDIVISION (E) OF SECTION
121-105 OF THIS ARTICLE.
(q) For filing a certificate of resignation for receipt for process
pursuant to SUBDIVISION (A) OF section 121-104-A of this article, ten
dollars. NO FEE SHALL BE COLLECTED FOR FILING A CERTIFICATE OF RESIGNA-
TION FOR RECEIPT FOR PROCESS PURSUANT TO SUBDIVISION (F) OF SECTION
121-104-A OF THIS ARTICLE.
§ 13. Subdivision (g) of section 121-1506 of the partnership law, as
amended by chapter 172 of the laws of 1999, is amended and three new
subdivisions (a-1), (h) and (i) are added to read as follows:
(g) The filing of a certificate of resignation of a registered agent
pursuant to subdivision (a) of this section shall be accompanied by the
fee of ten dollars, and the filing of a certificate of resignation for
receipt of process pursuant to subdivision (b) of this section shall be
accompanied by the fee of ten dollars. NO FEE SHALL BE COLLECTED FOR THE
FILING OF A CERTIFICATE PURSUANT TO SUBDIVISION (A-1) OR (H) OF THIS
SECTION.
(A-1) A REGISTERED AGENT WHO DID NOT AUTHORIZE THEIR DESIGNATION AS
SUCH MAY RESIGN AS SUCH AGENT. A CERTIFICATE, ENTITLED "CERTIFICATE OF
RESIGNATION OF REGISTERED AGENT OF ... (NAME OF DESIGNATING LIMITED
LIABILITY PARTNERSHIP) UNDER SECTION 121-1506 OF THE PARTNERSHIP LAW"
SHALL BE SIGNED AND DELIVERED TO THE DEPARTMENT OF STATE. IT SHALL SET
FORTH:
(1) THAT THE REGISTERED AGENT RESIGNS AS REGISTERED AGENT FOR THE
DESIGNATING LIMITED LIABILITY PARTNERSHIP.
(2) THAT THE REGISTERED AGENT DID NOT AUTHORIZE THE DESIGNATION AS
REGISTERED AGENT BY THE LIMITED LIABILITY PARTNERSHIP.
(3) THE NAME OF THE LIMITED LIABILITY PARTNERSHIP AND THE DATE THE
CERTIFICATE OF REGISTRATION OR NOTICE OF REGISTRATION WAS FILED BY THE
DEPARTMENT OF STATE.
(H) THE PARTY (OR HIS/HER LEGAL REPRESENTATIVE) WHOSE POST OFFICE
ADDRESS HAS BEEN SUPPLIED BY A DOMESTIC LIMITED LIABILITY PARTNERSHIP OR
AUTHORIZED NEW YORK REGISTERED FOREIGN LIMITED LIABILITY PARTNERSHIP AS
ITS ADDRESS FOR PROCESS WITHOUT AUTHORIZATION MAY RESIGN. A CERTIFICATE
ENTITLED "CERTIFICATE OF RESIGNATION FOR RECEIPT OF PROCESS UNDER
SECTION 121-1506 OF THE PARTNERSHIP LAW" SHALL BE SIGNED BY SUCH PARTY
AND DELIVERED TO THE DEPARTMENT OF STATE. IT SHALL SET FORTH:
(1) THAT SUCH PARTY RESIGNS AS THE ADDRESSEE FOR SERVICE OF PROCESS
FOR THE DESIGNATING LIMITED LIABILITY PARTNERSHIP.
(2) THAT SUCH PARTY DID NOT AUTHORIZE THE DESIGNATING LIMITED LIABIL-
ITY PARTNERSHIP TO DESIGNATE SUCH PARTY AS THE ADDRESSEE FOR SERVICE OF
PROCESS.
(3) THE NAME OF THE LIMITED PARTNERSHIP AND THE DATE THE CERTIFICATE
OF LIMITED PARTNERSHIP OR APPLICATION FOR AUTHORITY WAS FILED BY THE
DEPARTMENT OF STATE.
(I) UPON THE FILING OF A CERTIFICATE OF RESIGNATION FOR RECEIPT OF
PROCESS WITH THE SECRETARY OF STATE UNDER THIS SUBDIVISION, THE LIMITED
LIABILITY PARTNERSHIP'S AUTHORITY TO DO BUSINESS IN THIS STATE SHALL BE
SUSPENDED. THE FILING BY THE DEPARTMENT OF STATE OF A CERTIFICATE OF
AMENDMENT PROVIDING FOR A NEW ADDRESS BY A DESIGNATING LIMITED LIABILITY
PARTNERSHIP SHALL ANNUL THE SUSPENSION AND ITS AUTHORITY TO DO BUSINESS
IN THIS STATE SHALL BE RESTORED AND CONTINUE AS IF NO SUSPENSION HAD
OCCURRED.
§ 14. This act shall take effect on the one hundred eightieth day
after it shall have become a law.