senate Bill S5533

Vetoed By Governor
2011-2012 Legislative Session

Relates to service of process upon the secretary of state

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Archive: Last Bill Status - Vetoed by Governor


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

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Actions

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Assembly Actions - Lowercase
Senate Actions - UPPERCASE
Aug 01, 2012 vetoed memo.137
Jul 20, 2012 delivered to governor
Mar 01, 2012 returned to senate
passed assembly
ordered to third reading cal.294
substituted for a8455
Feb 29, 2012 referred to judiciary
delivered to assembly
passed senate
Feb 06, 2012 advanced to third reading
Jan 31, 2012 2nd report cal.
Jan 30, 2012 1st report cal.141
Jan 04, 2012 referred to corporations, authorities and commissions
Jun 24, 2011 committed to rules
Jun 13, 2011 advanced to third reading
Jun 07, 2011 2nd report cal.
Jun 06, 2011 1st report cal.1019
May 31, 2011 referred to corporations, authorities and commissions

Votes

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Jan 30, 2012 - Corporations, Authorities and Commissions committee Vote

S5533
6
0
committee
6
Aye
0
Nay
0
Aye with Reservations
0
Absent
0
Excused
0
Abstained
show Corporations, Authorities and Commissions committee vote details

Corporations, Authorities and Commissions Committee Vote: Jan 30, 2012

Jun 6, 2011 - Corporations, Authorities and Commissions committee Vote

S5533
6
0
committee
6
Aye
0
Nay
0
Aye with Reservations
0
Absent
0
Excused
0
Abstained
show Corporations, Authorities and Commissions committee vote details

Corporations, Authorities and Commissions Committee Vote: Jun 6, 2011

S5533 - Bill Details

See Assembly Version of this Bill:
A8455
Law Section:
Business Corporation Law
Laws Affected:
Amd §§306, 306-A & 307, Bus Corp L; amd §172-c, Exec L; amd §19, Gen Assoc L; amd §§301-A, 303 & 304, Lim Lil L; amd §§306 & 307, N-PC L; amd §§121-104-A, 121-109, 121-1505 & 121-1506, Partn L; amd §339-n RP L

S5533 - Bill Texts

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Relates to service of process upon the secretary of state.

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BILL NUMBER:S5533

TITLE OF BILL:
An act
to amend
the business corporation law, the executive law, the general
associations law, the limited liability company law, the not-for-profit
corporation law, the partnership law, and the real property
law, in relation
to service of process

SUMMARY OF PROVISIONS:
This bill would amend certain provisions of the
Business Corporation Law, Executive Law, General Associations Law,
Limited Liability Company Law, Not-for-Profit Corporation Law,
Partnership Law, and Real Property Law to allow for service of
process on the Secretary of State either at the office of the
Department of State in the City of Albany or at any of his or her
regularly established offices.

REASONS FOR SUPPORT:
Whenever summonses against corporate entities
cannot be served at those entities' principal place of business, or
where determining the principal place of business is impracticable,
the Secretary of State is served in Albany as the corporate entity's
authorized agent for service of process pursuant to the laws that
would be amended by this bill. Three New York City agencies alone -
the Department of Transportation (NYCDOT), Department of Buildings
(DOB), and Fire Department (FDNY) - spend approximately $188,000
annually on service of summonses on the Secretary of State in Albany,
either by their own employees traveling to Albany, or by contracting
with a vendor to perform service. Further, each trip to Albany
requires that weather conditions are feasible for travel to and from
the city.

Enabling service at the Secretary of State's established office in New
York City would decrease the operational cost and administrative
burden of service and would increase City agencies' ability to issue
summonses in order to have non-compliant conditions rectified.

Accordingly, the Mayor urges the earliest possible favorable
consideration of this proposal by the Legislature.

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

                                  5533

                       2011-2012 Regular Sessions

                            I N  S E N A T E

                              May 31, 2011
                               ___________

Introduced  by  Sen. BONACIC -- read twice and ordered printed, and when
  printed to be committed to the Committee on Corporations,  Authorities
  and Commissions

AN  ACT  to  amend  the business corporation law, the executive law, the
  general associations law, the limited liability company law, the  not-
  for-profit corporation law, the partnership law, and the real property
  law, in relation to service of process

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

  Section 1.  Paragraph 1 of subdivision b of section 306 of  the  busi-
ness  corporation law, as amended by chapter 419 of the laws of 1990, is
amended to read as follows:
  (1) Service of process on the secretary of state as agent of a  domes-
tic or authorized foreign corporation shall be made by personally deliv-
ering  to  and  leaving with the secretary of state or a deputy, 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 OR AT ONE
OF HIS OR HER REGULARLY ESTABLISHED OFFICES, duplicate  copies  of  such
process  together  with  the statutory fee, which fee shall be a taxable
disbursement. Service of process on such corporation shall  be  complete
when  the  secretary of state is so served. The secretary of state shall
promptly send one of such  copies  by  certified  mail,  return  receipt
requested,  to  such corporation, at the post office address, on file in
the department of state, specified for the purpose.  If  a  domestic  or
authorized  foreign  corporation  has  no  such  address  on file in the
department of state, the secretary of state shall so mail such copy,  in
the case of a domestic corporation, in care of any director named in its
certificate  of  incorporation  at the director's address stated therein
or, in the case of an authorized foreign  corporation,  to  such  corpo-
ration  at  the  address  of its office within this state on file in the
department.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD11436-01-1

S. 5533                             2

  S 2. The opening paragraph of  subparagraph  2  of  paragraph  (e)  of
section  306-A  of the business corporation law, as added by chapter 469
of the laws of 1997, is amended to read as follows:
  Service  of  such process upon the secretary of state shall be made by
personally delivering to and leaving with him or his deputy, 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 OR AT ONE OF
HIS OR HER REGULARLY ESTABLISHED OFFICES, a copy of such process togeth-
er  with  the  statutory fee, which fee shall be a taxable disbursement.
Such service shall be sufficient if notice thereof and  a  copy  of  the
process are:
  S  3.  The  opening  paragraph  of paragraph (b) of section 307 of the
business corporation law is amended to read as follows:
  Service of such process upon the secretary of state shall be  made  by
personally delivering to and leaving with him or his deputy, 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 OR AT ONE OF
HIS OR HER REGULARLY ESTABLISHED OFFICES, a copy of such process togeth-
er with the statutory fee, which fee shall be  a  taxable  disbursement.
Such  service  shall  be  sufficient if notice thereof and a copy of the
process are:
  S 4. Subdivision 2 of section 172-c of the executive law,  as  amended
by chapter 43 of the laws of 2002, is amended to read as follows:
  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
any person authorized by the secretary of state to accept such service a
copy  thereof  at  the  office of the department of state in the city of
Albany OR AT ONE OF HIS OR HER REGULARLY ESTABLISHED OFFICES,  and  such
service shall be sufficient service provided that notice of such service
and a copy of such process are forthwith sent by the attorney general or
any  other  party to such charitable organization by certified mail with
return receipt requested, at its office as set forth in the registration
form required to be filed with the attorney general pursuant to  section
one  hundred seventy-two of this article, or in default of the filing of
such form, at the last address known to  the  attorney  general  or  any
other  party. Service of such process shall be complete upon the receipt
by the attorney general or any other party of a return receipt  purport-
ing  to  be signed by the addressee or a person qualified to receive its
certified mail, in accordance with the rules and  customs  of  the  post
office department, or, if acceptance was refused by the addressee or its
agent,  ten  days  after the return to the attorney general or any other
party of a notation by the postal authorities that receipt  thereof  was
refused.
  S 5. Section 19 of the general associations law, as amended by chapter
166 of the laws of 1991, is amended to read as follows:
  S  19.  Service  of process. Service of process against an association
upon the secretary of state shall be made by  personally  delivering  to
and  leaving  with  him  or  a deputy secretary of state or an associate
attorney, senior attorney or attorney in the corporation division of the
department of state, duplicate copies of such process at the  office  of
the  department  of  state in the city of Albany OR AT ONE OF HIS OR HER
REGULARLY ESTABLISHED OFFICES.  At the time of such service  the  plain-
tiff  shall  pay  a fee of forty dollars to the secretary of state which
shall be a taxable disbursement. If the  cost  of  registered  mail  for
transmitting  a  copy  of the process shall exceed two dollars, an addi-
tional fee equal to such excess shall be paid at the time of the service

S. 5533                             3

of such process. The secretary of state shall forthwith send  by  regis-
tered  mail  one  of such copies to the association at the address fixed
for that purpose, as herein provided. If the  action  or  proceeding  is
instituted in a court of limited jurisdiction, service of process may be
made in the manner provided in this section if the cause of action arose
within  the  territorial jurisdiction of the court and the office of the
defendant, as set forth in its statement filed pursuant to section eigh-
teen of this chapter, is within such territorial jurisdiction.
  S 6. The opening paragraph  of  paragraph  2  of  subdivision  (e)  of
section  301-A of the limited liability company law, as added by chapter
448 of the laws of 1998, is amended to read as follows:
  Service of such process upon the secretary of state shall be  made  by
personally delivering to and leaving with him or his deputy, 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 OR AT ONE OF
HIS OR HER REGULARLY ESTABLISHED OFFICES, a copy of such process togeth-
er with the statutory fee, which fee shall be  a  taxable  disbursement.
Such  service  shall  be  sufficient if notice thereof and a copy of the
process are:
  S 7. Subdivision (a) of section 303 of the limited  liability  company
law,  as  relettered  by  chapter 341 of the laws of 1999, is amended to
read as follows:
  (a) Service of process on the secretary of state as agent of a  domes-
tic  limited  liability  company or authorized foreign limited liability
company shall be made by personally delivering to and leaving  with  the
secretary  of  state or his or her deputy, 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 OR AT ONE OF HIS OR HER REGU-
LARLY ESTABLISHED OFFICES, duplicate copies  of  such  process  together
with  the  statutory  fee,  which  fee  shall be a taxable disbursement.
Service of process on such limited liability company shall  be  complete
when  the  secretary of state is so served. The secretary of state shall
promptly send one of such  copies  by  certified  mail,  return  receipt
requested,  to such limited liability company at the post office address
on file in the department of state specified for that purpose.
  S 8. Subdivision (b) of section 304 of the limited  liability  company
law is amended to read as follows:
  (b)  Service of such process upon the secretary of state shall be made
by personally delivering to and leaving with the secretary of  state  or
his  or  her  deputy,  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  OR AT ONE OF HIS OR HER REGULARLY ESTABLISHED
OFFICES, a copy of such process together with the statutory  fee,  which
fee shall be a taxable disbursement.
  S  9.  Paragraph  (b) of section 306 of the not-for-profit corporation
law, as amended by chapter 168 of the laws of 1982, is amended  to  read
as follows:
  (b)  Service of process on the secretary of state as agent of a domes-
tic corporation formed under article four of this chapter or an  author-
ized  foreign  corporation shall be made by personally delivering to and
leaving with him or his deputy, or with any  person  authorized  by  the
secretary of state to receive such service, at the office of the depart-
ment  of  state  in the city of Albany OR AT ONE OF HIS OR HER REGULARLY
ESTABLISHED OFFICES, duplicate copies of such process together with  the
statutory  fee,  which  fee shall be a taxable disbursement.  Service of
process on such corporation shall be  complete  when  the  secretary  of

S. 5533                             4

state  is  so  served. The secretary of state shall promptly send one of
such copies by certified mail, return receipt requested, to such  corpo-
ration,  at the post office address, on file in the department of state,
specified  for the purpose. If a domestic corporation formed under arti-
cle four of this chapter or an authorized  foreign  corporation  has  no
such  address on file in the department of state, the secretary of state
shall so mail such copy to such corporation at the address of its office
within this state on file in the department.
  S 10. The opening paragraph of paragraph (b) of  section  307  of  the
not-for-profit corporation law is amended to read as follows:
  Service  of  such process upon the secretary of state shall be made by
personally delivering to and leaving with him or his deputy, 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 OR AT ONE OF
HIS OR HER REGULARLY ESTABLISHED OFFICES, a copy of such process togeth-
er  with  the  statutory fee, which fee shall be a taxable disbursement.
Such service shall be sufficient if notice thereof and  a  copy  of  the
process are:
  S  11.  The  opening  paragraph  of  paragraph 2 of subdivision (e) of
section 121-104-A of the partnership law, as added by chapter 448 of the
laws of 1998, is amended to read as follows:
  Service of such process upon the secretary of state shall be  made  by
personally delivering to and leaving with him or his deputy, 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 OR AT ONE OF
HIS OR HER REGULARLY ESTABLISHED OFFICES, a copy of such process togeth-
er with the statutory fee, which fee shall be  a  taxable  disbursement.
Such  service  shall  be  sufficient if notice thereof and a copy of the
process are:
  S 12. Paragraph 1 of subdivision (a) of section 121-109 of  the  part-
nership law, as added by chapter 950 of the laws of 1990 and such subdi-
vision  as  relettered by chapter 341 of the laws of 1999, is amended to
read as follows:
  (1) By personally delivering to and leaving with him or his deputy, 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
OR AT ONE OF HIS OR HER REGULARLY ESTABLISHED OFFICES, duplicate  copies
of  such  process  together with the statutory fee, which fee shall be a
taxable disbursement.
  S 13. The opening paragraph of subdivision (b) of section  121-109  of
the  partnership law, as added by chapter 950 of the laws of 1990 and as
relettered by chapter 341 of the laws of 1999, is  amended  to  read  as
follows:
  In  any  case  in  which  a  non-domiciliary  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, a foreign limited partnership
not authorized to do business in this state is subject to a like  juris-
diction. In any such case, process against such foreign limited partner-
ship  may be served upon the secretary of state as its agent. Such proc-
ess may issue in any court in this  state  having  jurisdiction  of  the
subject matter.  Service of process upon the secretary of state shall be
made  by personally delivering to and leaving with him or his deputy, 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
OR AT ONE OF HIS OR HER REGULARLY ESTABLISHED OFFICES, a  copy  of  such
process  together  with  the statutory fee, which fee shall be a taxable

S. 5533                             5

disbursement. Such service shall be sufficient if notice thereof  and  a
copy of the process are:
  S  14.  Subdivision (a) of section 121-1505 of the partnership law, as
added by chapter 470 of the laws of 1997, is amended to read as follows:
  (a) Service of process on the secretary of state as agent of a  regis-
tered  limited liability partnership under this article shall be made by
personally delivering to and leaving with the secretary of  state  or  a
deputy,  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  OR AT ONE OF HIS OR HER REGULARLY ESTABLISHED OFFICES,
duplicate copies of such process together with the statutory fee,  which
fee  shall  be a taxable disbursement. Service of process on such regis-
tered limited liability partnership shall be complete when the secretary
of state is so served. The secretary of state shall promptly send one of
such copies by certified mail, return receipt requested, to such  regis-
tered  limited liability partnership, at the post office address on file
in the department of state specified for such purpose.
  S 15. The opening paragraph of  paragraph  2  of  subdivision  (f)  of
section  121-1506 of the partnership law, as added by chapter 448 of the
laws of 1998, is amended to read as follows:
  Service of such process upon the secretary of state shall be  made  by
personally delivering to and leaving with him or his deputy, 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 OR AT ONE OF
HIS OR HER REGULARLY ESTABLISHED OFFICES, a copy of such process togeth-
er with the statutory fee, which fee shall be  a  taxable  disbursement.
Such  service  shall  be  sufficient if notice thereof and a copy of the
process are:
  S 16. Subdivision 7 of section 339-n of  the  real  property  law,  as
amended  by  chapter  346  of  the  laws  of 1997, is amended to read as
follows:
  7. A designation of the secretary of state as agent of the corporation
or board of managers  upon  whom  process  against  it  may  be  served.
Service  of  process  on  the secretary of state as agent of such corpo-
ration or board of managers shall be made personally delivering  to  and
leaving with him or her or his or her deputy, or with any person author-
ized by the secretary of state to receive such service, at the office of
the  department  of  state in the city of Albany OR AT ONE OF HIS OR HER
REGULARLY ESTABLISHED OFFICES, duplicate copies of such process together
with the statutory fee, which shall be a taxable  disbursement.  Service
of  process  on  such corporation or board of managers shall be complete
when the secretary of state is so served. The secretary of  state  shall
promptly  send  one  of  such  copies  by certified mail, return receipt
requested, to such corporation or board of managers, at the post  office
address, on file in the department of state, specified for such purpose.
Nothing  in  this subdivision shall affect the right to serve process in
any other manner permitted by law.  The corporation or board of managers
shall also file with the secretary of state the  name  and  post  office
address  within  or  without  this state to which the secretary of state
shall mail a copy of any process against it served upon the secretary of
state and shall update the filing as necessary.
  S 17. This act shall take effect immediately.

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