NY State Senate Bill 2009-S6119

Archive: Last Bill Status - In Senate Committee Corporations, Authorities And Commissions Committee

Introduced
- In Committee Assembly
- In Committee Senate
- On Floor Calendar Assembly
- On Floor Calendar Senate
- Passed Assembly
- Passed Senate
Delivered to Governor
Signed By Governor

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Date of Action	Assembly Actions - Lowercase Senate Actions - UPPERCASE
Jan 06, 2010	referred to corporations, authorities and commissions
Aug 06, 2009	referred to rules

2009-S6119 (ACTIVE) - Details

Current Committee:: Senate Corporations, Authorities And Commissions
Law Section:: Limited Liability Company Law
Laws Affected:: Amd §§203, 211, 213 & 301, Lim Lil L

2009-S6119 (ACTIVE) - Summary

Relates to the name and address of limited liability companies; provides that a post office box is not an acceptable address; the address shall be for each member's dwelling place or actual place of business.

2009-S6119 (ACTIVE) - Sponsor Memo

                                 BILL NUMBER:  S6119

 TITLE OF BILL :
An act to amend the limited liability company law, in relation to
addresses for limited liability companies


 PURPOSE :
To facilitate the service of process on limited liability companies
that own real property in order to assist cities in enforcing local
codes and ordinances and collection of taxes and judgments.

 SUMMARY OF PROVISIONS :
Section 1 amends subdivision (e) of section 203 of the limited
liability company law to require additional disclosure of information
on limited liability companies, including names and addresses of
members of the LLC, actual address for offices of the LLC, and
designation of one or more members for purposes of service of process.

Section 2 amends subdivision (d) of section 221 of the limited
liability company law regarding notification of certain changes in
membership, addresses, or duties and/or responsibilities of members of
limited liability companies.

Section 3 amends subdivision (b) of section 213 of the limited
liability company law to require notification of a change in name or

street address, including the creating or closing of office locations.

Section 4 amends subdivision (e) of section 301 of the limited
liability company law regarding information required for the service
of process.

Section 5 establishes an effective date.

 JUSTIFICATION :
This bill was originally introduced at the request of the City of
Syracuse to facilitate the service of process on limited liability
companies that own real property in order to enforce local codes and
ordinances and collection of taxes and judgments.

Although there are numerous economic benefits that result from the LLC
law that must be preserved, serious concerns have arisen with regard
to the ownership of rental properties by limited liability companies
for which a registered agent is either not designated or unable to be
located.

The City asserts that this bill will improve its ability to combat
unresponsive absentee landlords with regard to enforcement of local
codes and ordinances and collection of taxes and judgments.  Many
rental properties owned by limited liability companies have fallen
into disrepair, are in violation of building and safety codes, and
create serious quality of life problems in Syracuse, as well as other
upstate cities. In many cases, such landlords have neglected to pay
property taxes, water bills, and other utility charges, and the City
has been unable to locate the owners of such properties in order to
take action on these judgments.

This problem is not unique to Syracuse, and this legislation would
assist other cities, particularly in Upstate New York, in combating
absentee landlords and improving the quality of life for residents of
such rental properties.

 LEGISLATIVE HISTORY :
S.6134/A.8948 (2007-08)

 FISCAL IMPLICATIONS :
Undetermined.

 EFFECTIVE DATE :
120 days after it shall have become a law.

2009-S6119 (ACTIVE) - Bill Text download pdf

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

                                  6119

                       2009-2010 Regular Sessions

                            I N  S E N A T E

                             August 6, 2009
                               ___________

Introduced  by  Sen.  DeFRANCISCO -- read twice and ordered printed, and
  when printed to be committed to the Committee on Rules

AN ACT to amend the  limited  liability  company  law,  in  relation  to
  addresses for limited liability companies

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. Subdivision (e) of section 203  of  the  limited  liability
company  law, as added by chapter 470 of the laws of 1997, is amended to
read as follows:
  (e) The articles of organization of a limited liability company  shall
set forth:
  (1) the name of the limited liability company;
  (1-A)  THE NAMES AND ADDRESSES OF EACH MEMBER OF THE LIMITED LIABILITY
COMPANY ALONG WITH A DESCRIPTION OF THE DUTIES AND RESPONSIBILITIES THAT
EACH MEMBER OF THE LIMITED LIABILITY COMPANY HAS  WITH  REGARDS  TO  THE
LIMITED  LIABILITY  COMPANY.  A  POST  OFFICE  BOX  IS NOT AN ACCEPTABLE
ADDRESS; THE ADDRESS MUST BE FOR EACH MEMBER'S DWELLING PLACE OR  ACTUAL
PLACE OF BUSINESS;
  (2)  the  county  within this state in which the office of the limited
liability company is to be located or if the limited  liability  company
shall  maintain  more than one office in this state, the county in which
the principal office of the limited liability company is to be located;
  (2-A) THE ACTUAL ADDRESS FOR ALL  OFFICES  OF  THE  LIMITED  LIABILITY
COMPANY WHEREVER LOCATED, INCLUDING FOR OFFICES THAT ARE LOCATED OUTSIDE
THE  STATE  OF NEW YORK. A POST OFFICE BOX IS NOT AN ACCEPTABLE ADDRESS;
THE ADDRESS MUST BE FOR THE OFFICE'S ACTUAL PHYSICAL LOCATION;
  (3) if the limited liability company is to have  a  specific  date  of
dissolution  in  addition  to  the  events  of  dissolution set forth in
section seven hundred one of this chapter, the latest date on which  the
limited liability company is to dissolve;

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD14614-01-9

S. 6119                             2

  (4)  a  designation  of the secretary of state as agent of the limited
liability company upon whom process against it may  be  served  and  the
[post  office]  NAME  OF  THE  MEMBER AND address within or without this
state to which the secretary of state shall mail a copy of  any  process
against  the  limited  liability  company served upon him or her. A POST
OFFICE BOX IS NOT AN ACCEPTABLE ADDRESS; THE ADDRESS SHALL  BE  FOR  THE
REGISTERED AGENT'S DWELLING PLACE OR THE ACTUAL PLACE OF BUSINESS;
  (5)  if  the  limited liability company is to have a registered agent,
its name and address within this state and a statement that  the  regis-
tered  agent  is  to  be the agent of the limited liability company upon
whom process against it may be served. A  POST  OFFICE  BOX  IS  NOT  AN
ACCEPTABLE  ADDRESS;  THE  ADDRESS  SHALL  BE FOR THE REGISTERED AGENT'S
DWELLING PLACE OR THE ACTUAL PLACE OF BUSINESS;
  (5-A) IF THERE IS NO REGISTERED AGENT DESIGNATED FOR SERVICE OF  PROC-
ESS  AS  PROVIDED  IN PARAGRAPH FIVE OF THIS SUBDIVISION, THE ARTICLE OF
ORGANIZATION SHALL DESIGNATE ONE OR MORE  MEMBERS  FOR  THE  SERVICE  OF
PROCESS  AND  SPECIFY  THE  STREET ADDRESS OF SUCH MEMBER OR MEMBERS FOR
PURPOSES OF SERVICE OF PROCESS. A POST OFFICE BOX IS NOT  AN  ACCEPTABLE
ADDRESS;  THE  ADDRESS  MUST  BE  FOR  THE APPLICABLE MEMBER OR MEMBERS'
DWELLING PLACE OR ACTUAL PLACE OF BUSINESS;
  (6) if all or specified members are to be liable in their capacity  as
members  for  all  or specified debts, obligations or liabilities of the
limited liability company as authorized pursuant to section six  hundred
nine  of  this chapter, a statement that all or specified members are so
liable for such debts, obligations or liabilities in their  capacity  as
members  of  the  limited  liability  company  as authorized pursuant to
section six hundred nine of this chapter; and
  (7) any other provisions, not inconsistent with law, that the  members
elect  to  include in the articles or organization for the regulation of
the internal affairs of the limited liability  company,  including,  but
not limited to, (A) the business purpose for which the limited liability
company  is  formed, (B) a statement of whether there are limitations on
the authority of members or managers or a class or  classes  thereof  to
bind  the  limited  liability  company  and  (C) any provisions that are
required or permitted to be included in the operating agreement  of  the
limited  liability company pursuant to section four hundred seventeen of
this chapter.
  S 2. Subdivision (d) of section 211 of the limited  liability  company
law is amended to read as follows:
  (d) In particular, but without limiting the general power of amendment
as stated in subdivision (b) of this section, a limited liability compa-
ny  shall  amend  its articles of organization no later than ninety days
after the happening of any of the following events:
  (1) a change in the name of the limited liability company;
  (1-A) A CHANGE IN THE MEMBERS OF THE LIMITED LIABILITY COMPANY;
  (1-B) A CHANGE IN THE NAME, ADDRESS, DUTIES AND/OR RESPONSIBILITIES OF
ANY OF THE MEMBERS OF THE LIMITED LIABILITY COMPANY;
  (2) a change in the county within this state in which  the  office  of
the limited liability company is to be located;
  (2-A) A CHANGE IN THE ADDRESSES OF THE OFFICES FOR THE LIMITED LIABIL-
ITY  COMPANY,  INCLUDING,  BUT  NOT  LIMITED TO, WHERE THE CHANGE IS THE
CREATING OR CLOSING OF OFFICE LOCATIONS;
  (3) a change in the latest date, if any, on which the limited  liabil-
ity company is to dissolve;
  (4)  the  continuation  of the limited liability company under section
seven hundred one of this chapter after an event of dissolution;

S. 6119                             3

  (5) a change in the name or street address of its registered agent  in
the  state  if  such change is made other than pursuant to section three
hundred two of this chapter;
  (6)  a change in the [post office] NAME OR STREET address to which the
secretary of state shall mail a copy of any process against the  limited
liability  company  served  upon him or her if such change is made other
than pursuant to section three hundred one of this chapter;
  (7) a change in whether the limited liability company is to be managed
by one or more members of a class or classes of members  or  by  one  or
more managers or a class or classes of managers;
  (8) the discovery of a materially false or inaccurate statement in the
articles of organization; and
  (9)  the  decision  to  change  any other statement in the articles of
organization.
  S 3. Subdivision (b) of section 213 of the limited  liability  company
law,  the  opening  paragraph  as  amended by chapter 643 of the laws of
1995, is amended to read as follows:
  (b) Notwithstanding subdivision (a) of this section, unless the  oper-
ating  agreement  provides  otherwise (including, but not limited to, by
restricting or enlarging the management powers  or  responsibilities  of
one  or  more managers or classes of managers), if the limited liability
company is managed by one or more managers then  any  of  the  following
amendments may be authorized by a majority of such managers:
  (1)  to  change the name or street address of the registered agent, if
any, of the limited liability company in the state;
  (2) to change the [post office] NAME OR STREET address  to  which  the
secretary  of state shall mail a copy of any process against the limited
liability company served upon him or her; [and]
  (3) to correct any error in the articles of organization  pursuant  to
section two hundred twelve of this article[.]; AND
  (4)  TO  CHANGE THE ADDRESSES OF THE OFFICES FOR THE LIMITED LIABILITY
COMPANY, INCLUDING, BUT NOT LIMITED TO, WHERE THE CHANGE IS THE CREATING
OR CLOSING OF OFFICE LOCATIONS.
  S 4. Section 301 of the limited liability company law, subdivision (e)
as amended by chapter 643 of the laws of 1995, is  amended  to  read  as
follows:
  S  301.  Statutory  designation  of  secretary  of  state as agent for
service of process. (a) The secretary of state shall  be  the  agent  of
every domestic limited liability company that has filed with the depart-
ment of state articles of organization making such designation and every
foreign  limited  liability  company  upon  which  process may be served
pursuant to this chapter.
  (b) No domestic or foreign limited liability company may be formed  or
authorized  to  do  business in this state under this chapter unless its
articles of organization or application  for  authority  designates  the
secretary of state as such agent.
  (c)  Any designated [post office] LIMITED LIABILITY COMPANY MEMBER AND
address to which the secretary of state shall mail  a  copy  of  process
served  upon him or her as agent of a domestic limited liability company
or a foreign limited liability company shall continue until  the  filing
of a certificate under this chapter directing the mailing to a different
[post office] LIMITED LIABILITY COMPANY MEMBER AND address.
  [(e)]  (D)  Every  limited  liability  company  to  which this chapter
applies, shall biennially in the calendar month during which  its  arti-
cles  of organization or application for authority were filed, or effec-
tive date thereof if stated, file on forms prescribed by  the  secretary

S. 6119                             4

of state, a statement setting forth the [post office] NAME OF THE MEMBER
OF  THE LIMITED LIABILITY COMPANY AND HIS OR HER address within or with-
out this state to which the secretary of state shall mail a copy of  any
process  accepted  against it served upon him or her. Such address shall
supersede any previous address on file with the department of state  for
this  purpose.  A  POST  OFFICE  BOX  IS  NOT AN ACCEPTABLE ADDRESS; THE
ADDRESS SHALL BE FOR THE MEMBER'S DWELLING  PLACE  OR  ACTUAL  PLACE  OF
BUSINESS.
  S 5. This act shall take effect on the one hundred twentieth day after
it shall have become a law.

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Senate Bill S6119

Sponsored By

Archive: Last Bill Status - In Senate Committee Corporations, Authorities And Commissions Committee

Actions

2009-S6119 (ACTIVE) - Details

2009-S6119 (ACTIVE) - Summary

2009-S6119 (ACTIVE) - Sponsor Memo

2009-S6119 (ACTIVE) - Bill Text download pdf

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Sponsored By

John A. DeFrancisco

Archive: Last Bill Status - In Senate Committee Corporations, Authorities And Commissions Committee

Actions

2009-S6119 (ACTIVE) - Details

2009-S6119 (ACTIVE) - Summary

2009-S6119 (ACTIVE) - Sponsor Memo

2009-S6119 (ACTIVE) - Bill Text download pdf

Comments