Assembly Bill A6559

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

                                  6559

                       2011-2012 Regular Sessions

                          I N  A S S E M B L Y

                             March 21, 2011
                               ___________

Introduced by M. of A. CASTELLI -- read once and referred to the Commit-
  tee on Corporations, Authorities and Commissions

AN  ACT  to  amend the limited liability company law and the partnership
  law, in relation to eliminating publication requirements  for  limited
  liability  companies, limited partnerships and limited liability part-
  nerships; and to repeal certain provisions of  the  limited  liability
  company law, the partnership law and the arts and cultural affairs law
  relating thereto

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

  Section 1. Subdivisions (a-1) and (e-1) of section 102 of the  limited
liability company law are REPEALED.
  S 2. Section 206 of the limited liability company law is REPEALED.
  S  3.  Section  802  of the limited liability company law, the opening
paragraph of subdivision (a) as amended by chapter 375 of  the  laws  of
1998,  paragraph  1  of subdivision (a) as amended by chapter 643 of the
laws of 1995, paragraph 4 of subdivision (a) as amended by  chapter  470
of  the laws of 1997 and subdivision (b) as amended by chapter 44 of the
laws of 2006, is amended to read a follows:
  S 802. Application for authority. [(a)] Before doing business in  this
state,  a foreign limited liability company shall apply for authority to
do business in this state by submitting to the department of state [(i)]
(A) a certificate of existence or, if no such certificate is  issued  by
the  jurisdiction  of  formation,  a  certified  copy of the articles of
organization of the limited liability company and all subsequent  amend-
ments  thereto  or,  if  no  articles of organization have been filed, a
certified copy of the certificate filed as its organizational basis  and
all  amendments  thereto  (if such certificate or certified copy is in a
foreign language, a translation in English thereof  under  oath  of  the
translator  shall be attached thereto) and [(ii)] (B) an application for
authority as a foreign limited liability company  entitled  "Application

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD09565-02-1
              

A. 6559                             2

for  authority  of...  (name of foreign limited liability company) under
section eight hundred two of the Limited Liability Company Law,"  signed
and setting forth:
  (1)  the  name  of  the  foreign  limited  liability company and, if a
foreign liability company's name is  not  acceptable  for  authorization
pursuant  to  section  two  hundred four of this chapter, the fictitious
name under which it proposes to apply for authority and do  business  in
this  state,  which name shall be in compliance with section two hundred
four of this chapter and shall be used by the foreign limited  liability
company  in  all  its  dealings  with the department of state and in the
conduct of its business in this state. The  provisions  of  section  one
hundred thirty of the general business law shall not apply to any ficti-
tious name filed by a foreign limited liability company pursuant to this
section,  and  a  filing under section one hundred thirty of the general
business law shall not constitute the adoption of a fictitious name;
  (2) the jurisdiction and date of its organization;
  (3) the county within this state in which the office  of  the  foreign
limited  liability  company  is  to be located or if the foreign limited
liability company shall maintain more than one office in this state, the
county within the state in which the principal  office  of  the  foreign
limited liability company is to be located;
  (4)  a  designation  of  the secretary of state as its agent upon whom
process against it may be served and the 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 him or her;
  (5) if it is to have a registered agent, his or her name  and  address
within  the state and a statement that the registered agent is to be its
agent upon whom process may be served;
  (6) the address of the office required to be maintained in the  juris-
diction  of its formation by the laws of that jurisdiction or, if not so
required, of the principal  office  of  the  foreign  limited  liability
company;
  (7)  a  statement  that  the  foreign  limited liability company is in
existence in the jurisdiction of its formation at the time of the filing
of such application; and
  (8) the name and address of the authorized officer in the jurisdiction
of its formation where a copy of its articles of organization  is  filed
or,  if  no public filing of its articles of organization is required by
the law of the jurisdiction of formation, a statement that  the  foreign
limited liability company shall provide, on request, a copy thereof with
all  amendments  thereto (if such documents are in a foreign language, a
translation in English thereof under oath of  the  translator  shall  be
attached  thereto),  and  the name and post office address of the person
responsible for providing such copies.
  [(b) (i) Within one hundred twenty days after the filing of the appli-
cation for authority with the department of state, a copy of the same or
a notice containing the substance thereof shall  be  published  once  in
each  week  for  six  successive  weeks, in two newspapers of the county
within this state in which the office of the foreign  limited  liability
company is located, one newspaper to be printed weekly and one newspaper
to  be  printed  daily, to be designated by the county clerk.  When such
county is located within a city with a  population  of  one  million  or
more,  such  designation  shall  be  as though the copy or notice were a
notice or advertisement of judicial proceedings. Proof of  the  publica-
tion required by this paragraph, consisting of the certificate of publi-
cation  of  the foreign limited liability company with the affidavits of

A. 6559                             3

publication of such newspapers annexed thereto, must be filed  with  the
department  of state. Notwithstanding any other provision of law, if the
office of the foreign limited liability company is located in  a  county
wherein a weekly or daily newspaper of the county, or both, has not been
so  designated by the county clerk, then the publication herein required
shall be made in a weekly or daily newspaper of any county, or both,  as
the  case may be, which is contiguous to, such county, provided that any
such newspaper meets all the other requirements  of  this  paragraph.  A
copy  or  notice  published  in  a newspaper other than the newspaper or
newspapers designated by the county clerk shall not be deemed to be  one
of  the  publications  required  by  this  subdivision. The notice shall
include: (l) the name of the foreign limited liability company; (2)  the
date  of  filing of the application for authority with the department of
state; (3) the jurisdiction and date of its organization; (4) the county
within this state, in which the office of the foreign limited  liability
company  is  located; (4-a) the street address of the principal business
location, if any; (5) a statement that the secretary of state  has  been
designated  as  agent of the foreign limited liability company upon whom
process against it may be served and the 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 him or her; (6) if the foreign limit-
ed liability company is to have a registered agent, his or her name  and
address  within  this state and a statement that the registered agent is
to be the agent of the foreign limited liability company upon whom proc-
ess against it may be served; (7) the address of the office required  to
be  maintained  in  the  jurisdiction of its organization by the laws of
that jurisdiction or, if not so required, of the principal office of the
foreign limited liability company; (8)  the  name  and  address  of  the
authorized  officer  in its jurisdiction of organization where a copy of
its certificate of organization is filed or, if no public filing of  its
certificate  of  organization is required by the law of its jurisdiction
of organization, a statement that the foreign limited liability  company
shall  provide,  on  request, a copy thereof with all amendments thereto
(if such documents are in a  foreign  language,  a  translation  thereof
under  oath  of  the translator shall be attached thereto), and the name
and post office address of the person  responsible  for  providing  such
copies; and (9) the character or purpose of the business of such foreign
limited  liability  company.  Where, at any time after completion of the
first of the six weekly publications  required  by  this  paragraph  and
prior to the completion of the sixth such weekly publication, there is a
change  in  any  of  the  information contained in the copy or notice as
published, the  foreign  limited  liability  company  may  complete  the
remaining  publications  of the original copy or notice, and the foreign
limited liability company shall not be required to publish  any  further
or  amended  copy  or notice. Where, at any time after completion of the
six weekly publications required by this paragraph, there is a change to
any of the information contained in the copy or notice as published,  no
further  or amended publication or republication shall be required to be
made. If within one hundred twenty days after the filing of its applica-
tion for authority with the department of state, proof of such  publica-
tion, consisting of the certificate of publication of the foreign limit-
ed   liability  company  with  the  affidavits  of  publication  of  the
newspapers annexed thereto has not been filed  with  the  department  of
state,  the authority of such foreign limited liability company to carry
on, conduct or transact any business in this state shall  be  suspended,
effective  as  of  the expiration of such one hundred twenty day period.

A. 6559                             4

The failure of a foreign limited liability company to cause such copy or
notice to be published and such certificate of publication  and  affida-
vits of publication to be filed with the department of state within such
one  hundred twenty day period or the suspension of such foreign limited
liability company's authority to carry on, conduct or transact  business
in  this  state pursuant to this paragraph shall not limit or impair the
validity of any contract or act of such foreign limited liability compa-
ny, or any right or remedy of any other party under or by virtue of  any
contract,  act or omission of such foreign limited liability company, or
the right of any other party to maintain any action or special  proceed-
ing  on  any  such  contract,  act or omission, or right of such foreign
limited liability company to defend any action or special proceeding  in
this  state,  or  result in any member, manager or agent of such foreign
limited liability company becoming  liable  for  the  contractual  obli-
gations  or  other liabilities of the foreign limited liability company.
If, at any time following the suspension of a foreign limited  liability
company's  authority  to  carry on, conduct or transact business in this
state pursuant to this paragraph, such foreign limited liability company
shall cause proof of publication  in  substantial  compliance  with  the
provisions  (other than the one hundred twenty day period) of this para-
graph, consisting of the  certificate  of  publication  of  the  foreign
limited  liability  company  with  the  affidavits of publication of the
newspapers annexed thereto, to be filed with the  department  of  state,
such suspension of such foreign limited liability company's authority to
carry on, conduct or transact business shall be annulled.
  (ii)(1) A foreign limited liability company which was formed and filed
its  application for authority with the department of state prior to the
effective date of this paragraph and complied with the  publication  and
filing  requirements  of  this  subdivision  as  in effect prior to such
effective date shall not be required to make any publication or republi-
cation or any filing under paragraph (i) of this subdivision, and  shall
not be subject to suspension pursuant to this subdivision.
  (2) Within twelve months after the effective date of this paragraph, a
foreign  limited liability company which was formed and filed its appli-
cation for authority with the department of state prior to  such  effec-
tive  date  and  which  did  not  comply with the publication and filing
requirements of this subdivision as in effect prior  to  such  effective
date  shall  publish a copy of its application for authority or a notice
containing the substance thereof in the manner required (other than  the
one hundred twenty day period) by this subdivision as in effect prior to
such  effective  date  and file proof of such publication, consisting of
the certificate of publication of the foreign limited liability  company
with  the  affidavits  of publication of the newspapers annexed thereto,
with the department of state.
  (3) If a foreign limited liability company  that  is  subject  to  the
provisions  of  subparagraph  two  of  this  paragraph fails to file the
required proof of publication with the department of state within twelve
months after the effective date of  this  paragraph,  its  authority  to
carry  on,  conduct  or  transact  any  business  in this state shall be
suspended, effective as of the expiration of such twelve month period.
  (4) The failure of a foreign limited liability company that is subject
to the provisions of subparagraph two of this paragraph to fully  comply
with  the  provisions of said subparagraph two or the suspension of such
foreign limited liability company's authority to carry  on,  conduct  or
transact  any  business  in this state pursuant to subparagraph three of
this paragraph shall not impair or limit the validity of any contract or

A. 6559                             5

act of such foreign limited liability company, or any right or remedy of
any other party under or by virtue of any contract, act or  omission  of
such  foreign limited liability company, or the right of any other party
to  maintain  any action or special proceeding on any such contract, act
or omission, or right of  such  foreign  limited  liability  company  to
defend  any action or special proceeding in this state, or result in any
member, manager or agent  of  such  foreign  limited  liability  company
becoming  liable for the contractual obligations or other liabilities of
the foreign limited liability company.
  (5) If, at any time following the  suspension  of  a  foreign  limited
liability  company's authority to carry on, conduct or transact business
in this state, pursuant to subparagraph three of  this  paragraph,  such
foreign  limited  liability  company shall cause proof of publication in
substantial compliance with the provisions (other than the  one  hundred
twenty  day  period) of paragraph (i) of this subdivision, consisting of
the certificate of publication of the foreign limited liability  company
with the affidavits of publication of the newspapers annexed thereto, to
be  filed  with the department of state, such suspension of such foreign
limited liability company's authority to carry on, conduct  or  transact
business shall be annulled.
  (6)  For  the  purposes of this paragraph, a foreign limited liability
company which was formed and filed its application  for  authority  with
the  department  of  state prior to the effective date of this paragraph
shall be deemed  to  have  complied  with  the  publication  and  filing
requirements  of  this  subdivision as in effect prior to such effective
date if (i) the foreign limited liability company was formed  and  filed
its  application  for authority with the department of state on or after
January first, nineteen hundred ninety-nine and prior to such  effective
date  and the foreign limited liability company filed at least one affi-
davit of the printer or publisher of a newspaper with the department  of
state  at  any  time  prior  to such effective date, or (ii) the foreign
limited liability company was  formed  and  filed  its  application  for
authority  with the department of state prior to January first, nineteen
hundred ninety-nine, without  regard  to  whether  the  foreign  limited
liability  company  did  or did not file any affidavit of the printer or
publisher of a newspaper with the secretary of state.
  (iii) The information in a notice published pursuant to this  subdivi-
sion  shall be presumed to be in compliance with and satisfaction of the
requirements of this subdivision.]
  S 4. 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  5. Subdivision (s) of section 1101 of the limited liability company
law is REPEALED.
  S 6. Paragraph 2 of subdivision (c) of section  1203  of  the  limited
liability company law is REPEALED and paragraph 1 is redesignated as the
opening paragraph of such subdivision.

A. 6559                             6

  S  7. Subdivision (d) of section 1306 of the limited liability company
law is REPEALED.
  S 8. Paragraph (b) of subdivision 1 and subdivision 2 of section 91 of
the  partnership law, paragraph (b) of subdivision 1 as amended by chap-
ter 712 of the laws of 1948 and subdivision 2 as amended by chapter  499
of the laws of 1980, are amended to read as follows:
  (b)  File  the  certificate  in  the office of the county clerk of the
county in which the principal office of  such  partnership  is  located.
[Immediately  after the filing of the certificate, a copy of the same or
a notice containing the substance thereof, shall be  published  once  in
each  week  for six successive weeks, in two newspapers of the county in
which such original certificate is filed, to be designated by the county
clerk, one of which newspapers shall be a  newspaper  published  in  the
city  or town in which the principal place of business is intended to be
located, if a newspaper be published therein; or,  if  no  newspaper  is
published  therein,  in the newspaper nearest thereto, and proof of such
publication by the affidavit of the printer or publisher of each of such
newspapers must be filed with the original certificate.]
  (2) If there has been substantial compliance in good  faith  with  the
requirements  of  paragraph  (a)  of  subdivision one of this section, a
limited partnership is formed and may commence the transaction of  busi-
ness as such upon the filing of its certificate as required by paragraph
(b)  of  subdivision  one  of  this section [and the effectuation of the
first of the six successive weekly publications required by  said  para-
graph  (b); provided, however, that the continued existence of a limited
partnership as such shall be conditioned upon completion of the publica-
tion requirement contained in said paragraph (b)].
  S 9. Subdivisions (a-1) and (a-2) of section 121-101 of  the  partner-
ship law are REPEALED.
  S  10.  Subdivision  (c)  of section 121-201 of the partnership law is
REPEALED.
  S 11. Subdivision (d) of section 121-902 of  the  partnership  law  is
REPEALED.
  S  12.  Subdivision  (f) of section 121-1300 of the partnership law is
REPEALED.
  S 13. Section 121-1500 of the partnership law, as added by chapter 576
of the laws of 1994, the opening paragraph and subparagraph 4  of  para-
graph  (I)  of subdivision (a) and subdivision (g) as amended by chapter
643 of the laws of 1995, paragraph (I) of subdivision  (a)  as  redesig-
nated  by chapter 767 of the laws of 2005, paragraph (II) of subdivision
(a) as amended by chapter 44 of the laws of 2006, subdivisions  (f)  and
(j)  as amended by chapter 172 of the laws of 1999, subdivision (j-1) as
added by chapter 448 of the laws of 1998, and subdivision (q)  as  sepa-
rately  amended  by chapters 420 and 676 of the laws of 2002, is amended
to read as follows:
  S  121-1500.  Registered  limited  liability  partnership.    (a)[(I)]
Notwithstanding  the  education law or any other provision of law, (i) a
partnership without limited partners each of whose partners is a profes-
sional authorized by law to render a professional  service  within  this
state  and who is or has been engaged in the practice of such profession
in such partnership or a predecessor entity, or will engage in the prac-
tice of such profession in the registered limited liability  partnership
within  thirty days of the date of the effectiveness of the registration
provided for in this subdivision or a partnership without limited  part-
ners  each  of whose partners is a professional, at least one of whom is
authorized by law to render a professional service within this state and

A. 6559                             7

who is or has been engaged in the practice of such  profession  in  such
partnership  or  a predecessor entity, or will engage in the practice of
such profession in the registered limited liability  partnership  within
thirty  days  of  the  date  of  the  effectiveness  of the registration
provided for in this subdivision, (ii)  a  partnership  without  limited
partners  authorized by, or holding a license, certificate, registration
or permit issued by the licensing authority pursuant  to  the  education
law to render a professional service within this state, which renders or
intends  to  render  professional services within this state, or (iii) a
related limited liability  partnership  may  register  as  a  registered
limited  liability  partnership by filing with the department of state a
registration which shall set forth:
  (1) the name of the registered limited liability partnership;
  (2) the address of the principal office  of  the  partnership  without
limited partners;
  (3)  the profession or professions to be practiced by such partnership
without limited partners and a statement that it is eligible to register
as a registered limited liability partnership pursuant to THIS  subdivi-
sion [(a) of this section];
  (4)  a  designation of the secretary of state as agent of the partner-
ship without limited partners upon whom process against it may be served
and the post office address within or without this state  to  which  the
secretary of state shall mail a copy of any process against it or served
upon it;
  (5)  if  the  partnership without limited partners is to have a regis-
tered agent, its name and address in this state and a statement that the
registered agent is to be the agent of the partnership  without  limited
partners upon whom process against it may be served;
  (6)  that  the partnership without limited partners is filing a regis-
tration for status as a registered limited liability partnership;
  (7) if the registration of the partnership without limited partners is
to be effective on a date later than the time of filing, the  date,  not
to  exceed  sixty  days  from  the date of such filing, of such proposed
effectiveness;
  (8) if all or specified partners of the registered  limited  liability
partnership  are  to  be liable in their capacity as partners for all or
specified debts, obligations or liabilities of  the  registered  limited
liability  partnership  as  authorized  pursuant  to  subdivision (d) of
section twenty-six of this chapter, a statement that  all  or  specified
partners  are  so  liable  for such debts, obligations or liabilities in
their capacity as partners of the registered limited liability  partner-
ship  as authorized pursuant to subdivision (d) of section twenty-six of
this chapter; and
  (9) any other matters the partnership without limited partners  deter-
mines to include in the registration.
  [(II)  (A)  Within one hundred twenty days after the effective date of
the registration, a  copy  of  the  same  or  a  notice  containing  the
substance  thereof  shall be published once in each week for six succes-
sive weeks, in two newspapers of  the  county  in  which  the  principal
office  of  the  registered  limited liability partnership is located in
this state, one newspaper printed weekly and one newspaper to be printed
daily, to be designated by the county clerk. When such county is located
within a city with a population of one million or more, such designation
shall be as though the copy or notice were a notice or advertisement  of
judicial proceedings. Proof of the publication required by this subpara-
graph,  consisting  of  the certificate of publication of the registered

A. 6559                             8

limited liability partnership with the affidavits of publication annexed
thereto, must be filed, with a fee of fifty dollars, with the department
of state. Notwithstanding any other provision of law, if the  office  of
the  registered  limited  liability  partnership  is located in a county
wherein a weekly or daily newspaper of the county, or both, has not been
so designated by the county clerk, then the publication herein  required
shall  be made in a weekly or daily newspaper of any county, or both, as
the case may be, which is contiguous to, such county, provided that  any
such  newspaper meets all the other requirements of this subparagraph. A
copy or notice published in a newspaper  other  than  the  newspaper  or
newspapers  designated by the county clerk shall not be deemed to be one
of the  publications  required  by  this  paragraph.  The  notice  shall
include:  (1)  the name of the registered limited liability partnership;
(2) the date of filing of the registration with the department of state;
(3) the county within this state, in which the principal office  of  the
registered  limited  liability  partnership is located; (3-a) the street
address of the principal business location, if any; (4) a statement that
the secretary of state has been designated as agent  of  the  registered
limited liability partnership upon whom process against it may be served
and  the  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  him or her; (5) if the registered limited liability partnership is
to have a registered agent, his or her  name  and  address  within  this
state  and  a  statement that the registered agent is to be the agent of
the registered limited liability partnership upon whom  process  against
it may be served; (6) if the registered limited liability partnership is
to  have  a  specific  date  of dissolution in addition to the events of
dissolution set forth in section sixty-two of this chapter,  the  latest
date  upon  which  the  registered  limited  liability partnership is to
dissolve; and (7) the character or  purpose  of  the  business  of  such
registered  limited  liability  partnership.  Where,  at  any time after
completion of the first of the six weekly publications required by  this
subparagraph and prior to the completion of the sixth such weekly publi-
cation,  there  is  a  change in any of the information contained in the
copy or notice as published, the registered limited  liability  partner-
ship  may  complete  the  remaining publications of the original copy or
notice, and the registered limited liability partnership  shall  not  be
required to publish any further or amended copy or notice. Where, at any
time  after  completion  of the six weekly publications required by this
subparagraph, there is a change to any of the information  contained  in
the  copy  or  notice as published, no further or amended publication or
republication shall be required to be made. If within one hundred twenty
days after its formation, proof of such publication, consisting  of  the
certificate  of publication of the registered limited liability partner-
ship with the affidavits of publication of the newspapers annexed there-
to has not been filed with the department of  state,  the  authority  of
such  registered  limited  liability partnership to carry on, conduct or
transact any business in this state shall be suspended, effective as  of
the  expiration  of such one hundred twenty day period. The failure of a
registered limited liability partnership to cause such copy or notice to
be published and such  certificate  of  publication  and  affidavits  of
publication  to  be  filed  with the department of state within such one
hundred twenty day period or the suspension of such  registered  limited
liability partnership's authority to carry on, conduct or transact busi-
ness  in  this  state  pursuant  to this subparagraph shall not limit or
impair the validity of any contract or act of  such  registered  limited

A. 6559                             9

liability  partnership,  or any right or remedy of any other party under
or by virtue of any contract, act or omission of such registered limited
liability partnership, or the right of any other party to  maintain  any
action  or  special proceeding on any such contract, act or omission, or
right of such registered limited liability  partnership  to  defend  any
action  or special proceeding in this state, or result in any partner or
agent of such registered limited liability partnership  becoming  liable
for  the  contractual obligations or other liabilities of the registered
limited liability partnership. If, at any time following the  suspension
of  a  registered limited liability partnership's authority to carry on,
conduct or transact business in this state  pursuant  to  this  subpara-
graph,  such  registered limited liability partnership shall cause proof
of publication in substantial compliance with the provisions (other than
the one hundred twenty day period) of this subparagraph,  consisting  of
the certificate of publication of the registered limited liability part-
nership  with  the  affidavits  of publication of the newspapers annexed
thereto, to be filed with the department of state,  such  suspension  of
such  registered  limited liability partnership's authority to carry on,
conduct or transact business shall be annulled.
  (B)(1) A registered limited liability  partnership  which  was  formed
prior to the effective date of this subparagraph and which complied with
the  publication  and filing requirements of this paragraph as in effect
prior to such effective date shall not be required to make any  publica-
tion or republication or any filing under subparagraph (A) of this para-
graph,  and  shall  not  be subject to suspension pursuant to this para-
graph.
  (2) Within twelve months after the effective  date  of  this  subpara-
graph, a registered limited liability partnership which was formed prior
to such effective date and which did not comply with the publication and
filing  requirements of this paragraph as in effect prior to such effec-
tive date shall publish a copy of its registration or a notice  contain-
ing  the  substance  thereof  in the manner required (other than the one
hundred twenty day period) by this paragraph as in effect prior to  such
effective  date  and  file  proof of such publication, consisting of the
certificate of publication of the registered limited liability  partner-
ship with the affidavits of publication of the newspapers annexed there-
to, with the department of state.
  (3)  If  a registered limited liability partnership that is subject to
the provisions of clause two of this  subparagraph  fails  to  file  the
required proof of publication with the department of state within twelve
months  after  the effective date of this subparagraph, its authority to
carry on, conduct or transact  any  business  in  this  state  shall  be
suspended, effective as of the expiration of such twelve month period.
  (4)  The failure of a registered limited liability partnership that is
subject to the provisions of clause two of this  subparagraph  to  fully
comply  with the provisions of said clause two or the suspension of such
registered  limited  liability  partnership's  authority  to  carry  on,
conduct  or transact any business in this state pursuant to clause three
of this subparagraph shall not impair  or  limit  the  validity  of  any
contract or act of such registered limited liability partnership, or any
right  or  remedy of any other party under or by virtue of any contract,
act or omission of such registered limited liability partnership, or the
right of any other party to maintain any action or special proceeding on
any such contract, act or omission, or right of such registered  limited
liability partnership to defend any action or special proceeding in this
state,  or  result  in  any  partner or agent of such registered limited

A. 6559                            10

liability partnership becoming liable for the contractual obligations or
other liabilities of the registered limited liability partnership.
  (5)  If,  at any time following the suspension of a registered limited
liability partnership's authority to carry on, conduct or transact busi-
ness in this state, pursuant to clause three of this subparagraph,  such
registered  limited  liability partnership shall cause proof of publica-
tion in substantial compliance with the provisions (other than  the  one
hundred  twenty  day  period)  of  subparagraph  (A)  of this paragraph,
consisting of the certificate of publication of the  registered  limited
liability  partnership with the affidavits of publication of the newspa-
pers annexed thereto, to be filed with the  department  of  state,  such
suspension  of such registered limited liability partnership's authority
to carry on, conduct or transact business shall be annulled.
  (6) For the  purposes  of  this  subparagraph,  a  registered  limited
liability  partnership  which  was formed prior to the effective date of
this subparagraph shall be deemed to have complied with the  publication
and  filing  requirements  of  this paragraph as in effect prior to such
effective date if (A) the registered limited liability  partnership  was
formed on or after January first, nineteen hundred ninety-nine and prior
to  such effective date and the registered limited liability partnership
filed at least one affidavit of the printer or publisher of a  newspaper
with  the  department of state at any time prior to such effective date,
or (B) the registered limited liability partnership was formed prior  to
January  first,  nineteen hundred ninety-nine, without regard to whether
the registered limited liability partnership did or  did  not  file  any
affidavit  of the printer or publisher of a newspaper with the secretary
of state.
  (C) The information in a notice published pursuant to  this  paragraph
shall  be  presumed  to  be  in  compliance with and satisfaction of the
requirements of this paragraph.]
  (b) The registration shall be executed by one or more partners of  the
partnership without limited partners.
  (c)  The  registration  shall  be  accompanied by a fee of two hundred
dollars.
  (d) A partnership without limited partners is registered as  a  regis-
tered  limited  liability  partnership at the time of the payment of the
fee required by subdivision (c) of this section  and  the  filing  of  a
completed  registration  with  the  department  of state or at the later
date, if any, specified in such registration, not to exceed  sixty  days
from  the  date  of  such filing. A partnership without limited partners
that has been registered as a registered limited  liability  partnership
is for all purposes the same entity that existed before the registration
and  continues  to  be  a partnership without limited partners under the
laws of this state. The status of a partnership without limited partners
as a registered limited liability partnership shall not be  affected  by
changes  in  the information stated in the registration after the filing
of the registration. If a partnership without limited partners that is a
registered limited liability partnership dissolves, a partnership  with-
out  limited  partners which is the successor to such registered limited
liability partnership (i) shall not be required to file a new  registra-
tion  and  shall  be  deemed to have filed the registration filed by the
registered limited liability partnership pursuant to subdivision (a)  of
this  section, as well as any withdrawal notice filed pursuant to subdi-
vision (f) of this section, any  statement  or  certificate  of  consent
filed  pursuant to subdivision (g) of this section or any certificate of
amendment filed pursuant to subdivision (j) of  this  section  and  (ii)

A. 6559                            11

shall be bound by any revocation of registration pursuant to subdivision
(g)  of this section and any annulment thereof of the dissolved partner-
ship without limited partners that was a  registered  limited  liability
partnership. For purposes of this section, a partnership without limited
partners  is  a successor to a partnership without limited partners that
was a registered limited liability partnership  if  a  majority  of  the
total  interests  in  the  current profits of such successor partnership
without limited partners are held by partners of the  predecessor  part-
nership without limited partners that was a registered limited liability
partnership who were partners of such predecessor partnership immediate-
ly prior to the dissolution of such predecessor partnership.
  (e)  If  the  signed registration 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 has been paid, the
registration shall be filed and indexed by the department of state.
  (f) A registration may be withdrawn by filing with the  department  of
state  a  written  withdrawal notice executed by one or more partners of
the registered limited liability partnership, with a filing fee of sixty
dollars. A withdrawal notice must include: (i) the name  of  the  regis-
tered  limited  liability  partnership (and if it has been changed since
registration, the name under which it was registered); (ii) the date the
registration was filed with the department of state pursuant to subdivi-
sion (a) of this section; (iii) the address of  the  registered  limited
liability  partnership's principal office; (iv) if the withdrawal of the
registered limited liability partnership is to be effective  on  a  date
later  than  the time of filing, the date, not to exceed sixty days from
the date of such filing, of such proposed effectiveness; (v) a statement
acknowledging that the withdrawal terminates the partnership's status as
a registered limited liability partnership; and (vi) any other  informa-
tion  determined  by  the  registered limited liability partnership.   A
withdrawal notice terminates the status of the partnership as  a  regis-
tered  limited liability partnership as of the date of filing the notice
or as of the later date, if any, specified in the notice, not to  exceed
sixty days from the date of such filing. The termination of registration
shall  not  be affected by errors in the information stated in the with-
drawal  notice.  If  a  registered  limited  liability  partnership   is
dissolved,  it  shall  within  thirty  days  after the winding up of its
affairs is completed file a withdrawal notice pursuant to this  subdivi-
sion.
  (g)  Each registered limited liability partnership shall, within sixty
days prior to the fifth anniversary of the effective date of its  regis-
tration  and  every  five  years  thereafter, furnish a statement to the
department of state setting forth: (i) the name of the registered limit-
ed liability partnership, (ii) the address of the  principal  office  of
the  registered  limited  liability  partnership,  (iii) the post office
address within or without this state to which  the  secretary  of  state
shall  mail a copy of any process accepted against it served upon him or
her, which address shall supersede any previous address on file with the
department of state for this purpose, and (iv) a statement  that  it  is
eligible  to  register  as  a  registered  limited liability partnership
pursuant to subdivision (a) of this  section.  The  statement  shall  be
executed  by  one  or  more partners of the registered limited liability
partnership. The statement shall be  accompanied  by  a  fee  of  twenty
dollars.  If a registered limited liability partnership shall not timely
file the statement required by this subdivision, the department of state
may, upon sixty days' notice mailed to the address  of  such  registered

A. 6559                            12

limited  liability  partnership  as  shown  in  the last registration or
statement or certificate of amendment filed by such  registered  limited
liability partnership, make a proclamation declaring the registration of
such  registered limited liability partnership to be revoked pursuant to
this subdivision. The department of state shall file the original  proc-
lamation  in  its  office  and shall publish a copy thereof in the state
register no later than three months following the date of such proclama-
tion. Upon the publication of such proclamation in the manner aforesaid,
the registration of each registered limited liability partnership  named
in  such  proclamation  shall  be  deemed  revoked without further legal
proceedings. Any registered limited liability partnership  whose  regis-
tration was so revoked may file in the department of state a certificate
of  consent certifying that either a statement required by this subdivi-
sion has been filed or accompanies the certificate of  consent  and  all
fees  imposed  under  this  chapter  on the registered limited liability
partnership have been paid. The filing of such  certificate  of  consent
shall  have  the  effect of annulling all of the proceedings theretofore
taken for the revocation of the registration of such registered  limited
liability  partnership  under  this  subdivision  and (1) the registered
limited liability partnership shall thereupon have such powers,  rights,
duties  and  obligations as it had on the date of the publication of the
proclamation, with the same force and effect as if such proclamation had
not been made or published and (2) such publication shall not affect the
applicability of the provisions of subdivision (b) of section twenty-six
of this chapter to any debt, obligation or liability  incurred,  created
or  assumed from the date of publication of the proclamation through the
date of the filing of the  certificate  of  consent.  The  filing  of  a
certificate  of  consent  shall be accompanied by a fee of fifty dollars
and if accompanied by a statement, the fee required by this subdivision.
If, after the publication of such proclamation, it shall  be  determined
by  the  department  of  state  that  the name of any registered limited
liability partnership was erroneously included in such proclamation, the
department of state shall make appropriate entry on its  records,  which
entry shall have the effect of annulling all of the proceedings thereto-
fore  taken  for  the  revocation of the registration of such registered
limited liability partnership under this subdivision and (A) such regis-
tered limited liability partnership  shall  have  such  powers,  rights,
duties  and  obligations as it had on the date of the publication of the
proclamation, with the same force and effect as if such proclamation had
not been made or published and (B) such publication shall not affect the
applicability of the provisions of subdivision (b) of section twenty-six
of this chapter to any debt, obligation or liability  incurred,  created
or  assumed from the date of publication of the proclamation through the
date of the making of the entry on the  records  of  the  department  of
state.  Whenever  a  registered limited liability partnership shall have
filed a certificate of consent pursuant to this subdivision  or  if  the
name  of  a  registered  limited  liability  partnership was erroneously
included in a proclamation  and  such  proclamation  was  annulled,  the
department  of  state shall publish a notice thereof in the state regis-
ter.
  (h) The filing of a withdrawal notice by a registered limited  liabil-
ity  partnership  pursuant to subdivision (f) of this section, a revoca-
tion of registration pursuant to subdivision (g) of this section and the
filing of a certificate of amendment pursuant to subdivision (j) of this
section shall not affect the applicability of the provisions of subdivi-
sion (b) of section twenty-six of this chapter to any  debt,  obligation

A. 6559                            13

or  liability  incurred,  created or assumed while the partnership was a
registered limited liability partnership. After a withdrawal or  revoca-
tion of registration, the partnership without limited partners shall for
all purposes remain the same entity that existed during registration and
continues to be a partnership without limited partners under the laws of
this state.
  (i)  The  department of state shall remove from its active records the
registration of a registered limited liability partnership whose  regis-
tration has been withdrawn or revoked.
  (j)  A  registration  or  statement filed with the department of state
under this section may be  amended  or  corrected  by  filing  with  the
department  of  state a certificate of amendment executed by one or more
partners of the registered limited liability partnership. No later  than
ninety  days  after  (i)  a change in the name of the registered limited
liability partnership or  (ii)  a  partner  of  the  registered  limited
liability partnership becomes aware that any statement in a registration
or  statement  was  false  in  any material respect when made or that an
event has occurred which makes the registration or statement  inaccurate
in  any  material  respect, the registered limited liability partnership
shall file a certificate of amendment. The filing of  a  certificate  of
amendment  shall  be  accompanied by a fee of sixty dollars. The certif-
icate of amendment shall set forth: (i) the name of the limited  liabil-
ity partnership and, if it has been changed, the name under which it was
registered  and  (ii)  the  date  of  filing its initial registration or
statement.
  (j-1) A certificate of change  which  changes  only  the  post  office
address to which the secretary of state shall mail a copy of any process
against  a  registered  limited liability partnership served upon him or
the address of the registered agent, provided such address being changed
is the address of a person, partnership or corporation whose address, as
agent, is the address to be changed or who has been designated as regis-
tered agent for such registered limited liability partnership  shall  be
signed  and  delivered  to  the  department  of state by such agent. The
certificate of change shall set forth: (i) the name  of  the  registered
limited  liability  partnership  and,  if  it has been changed, the name
under which it was originally filed with the department of  state;  (ii)
the  date  of  filing  of  its initial registration or notice statement;
(iii) each change effected thereby; (iv) that a notice of  the  proposed
change  was  mailed  to  the  limited liability partnership by the party
signing the certificate not less than thirty days prior to the  date  of
delivery  to  the  department  of  state and that such limited liability
partnership has not objected thereto; and (v) that the party signing the
certificate is the agent of such limited liability partnership to  whose
address  the secretary of state is required to mail copies of process or
the registered agent, if such be the  case.  A  certificate  signed  and
delivered  under this subdivision shall not be deemed to effect a change
of location of the office of the limited liability partnership in  whose
behalf  such  certificate  is  filed. The certificate of change shall be
accompanied by a fee of five dollars.
  (k) The filing of a certificate of amendment pursuant  to  subdivision
(j)  of  this  section  with the department of state shall not alter the
effective date of the registration being amended or corrected.
  (l) Except as otherwise provided in any agreement  between  the  part-
ners,  the  decision  of a partnership without limited partners to file,
withdraw or amend a registration pursuant to  subdivision  (a),  (f)  or
(j),  respectively, of this section is an ordinary matter connected with

A. 6559                            14

partnership business under subdivision eight of section  forty  of  this
chapter.
  (m)  A  registered  limited liability partnership, other than a regis-
tered limited liability partnership authorized to practice law, shall be
under the supervision of the regents of the university of the  state  of
New York and be subject to disciplinary proceedings and penalties in the
same  manner and to the same extent as is provided with respect to indi-
viduals and their licenses,  certificates  and  registrations  in  title
eight  of  the  education  law  relating  to  the applicable profession.
Notwithstanding the provisions of this subdivision, a registered limited
liability partnership authorized to practice medicine shall  be  subject
to  the  pre-hearing  procedures  and hearing procedures as are provided
with respect to individual physicians and their licenses in title  two-A
of  article  two  of the public health law. In addition to rendering the
professional service or services the partners are authorized to practice
in this state, a registered limited liability partnership may carry  on,
or  conduct  or  transact any other business or activities as to which a
partnership without limited partners may be formed. Notwithstanding  any
other provision of this section, a registered limited liability partner-
ship  (i)  authorized to practice law may only engage in another profes-
sion or business or activities or (ii) which is engaged in a  profession
or  other  business  or activities other than law may only engage in the
practice of law, to the extent not prohibited by any other law  of  this
state  or  any rule adopted by the appropriate appellate division of the
supreme court or the court of appeals. Any registered limited  liability
partnership  may  invest  its  funds  in real estate, mortgages, stocks,
bonds or any other types of investments.
  (n) No registered limited liability partnership may render  a  profes-
sional  service  except  through individuals authorized by law to render
such professional service as individuals, provided, that nothing in this
chapter shall authorize a registered limited  liability  partnership  to
render  a  professional service in this state except through individuals
authorized by law to render such professional service as individuals  in
this state.
  (o) This section shall not repeal, modify or restrict any provision of
the  education  law  or  the  judiciary  law or any rules or regulations
adopted thereunder regulating the professions referred to in the  educa-
tion law or the judiciary law except to the extent in conflict herewith.
  (p)  A  certified  copy of the registration and of each certificate of
amendment shall be filed by the registered limited liability partnership
with the licensing authority within thirty days after the filing of such
registration or amendment with the department of state.
  (q) Each partner of a registered limited liability partnership  formed
to  provide  medical services in this state must be licensed pursuant to
article 131 of the education law to practice medicine in this state  and
each  partner  of  a  registered limited liability partnership formed to
provide dental services in this state must be licensed pursuant to arti-
cle 133 of the education law to practice dentistry in this state.   Each
partner  of a registered limited liability partnership formed to provide
veterinary services in this state must be licensed pursuant  to  article
135  of the education law to practice veterinary medicine in this state.
Each partner of a registered limited  liability  partnership  formed  to
provide  professional  engineering, land surveying, architectural and/or
landscape architectural services in this state must be licensed pursuant
to article 145, article 147 and/or article 148 of the education  law  to
practice  one or more of such professions in this state. Each partner of

A. 6559                            15

a registered limited liability partnership formed  to  provide  licensed
clinical social work services in this state must be licensed pursuant to
article  154  of  the  education law to practice clinical social work in
this  state.  Each partner of a registered limited liability partnership
formed to provide creative arts therapy services in this state  must  be
licensed  pursuant to article 163 of the education law to practice crea-
tive arts therapy in this state. Each partner of  a  registered  limited
liability  partnership  formed  to  provide  marriage and family therapy
services in this state must be licensed pursuant to article 163  of  the
education  law  to  practice  marriage and family therapy in this state.
Each partner of a registered limited  liability  partnership  formed  to
provide mental health counseling services in this state must be licensed
pursuant  to  article 163 of the education law to practice mental health
counseling in this state. Each partner of a registered limited liability
partnership formed to provide psychoanalysis services in this state must
be licensed pursuant to article 163 of the  education  law  to  practice
psychoanalysis in this state.
  S 14. Section 121-1502 of the partnership law, as added by chapter 576
of  the laws of 1994, subdivisions (a) and (f) as amended by chapter 643
of the laws of 1995, paragraph (v) of subdivision  (a)  and  subdivision
(e)  as  amended  by  chapter  470 of the laws of 1997, paragraph (I) of
subdivision (f) as designated by chapter 767 of the laws of 2005,  para-
graph  (II)  of  subdivision (f) as amended by chapter 44 of the laws of
2006, subdivision (i) as amended by chapter 172 of  the  laws  of  1999,
subdivision  (i-1)  as  added  by  chapter  448 of the laws of 1998, and
subdivision (q) as amended by chapter  230  of  the  laws  of  2004,  is
amended to read as follows:
  S 121-1502. New York registered foreign limited liability partnership.
(a)  In order for a foreign limited liability partnership to carry on or
conduct or transact business or activities  as  a  New  York  registered
foreign limited liability partnership in this state, such foreign limit-
ed  liability  partnership  shall  file  with  the department of state a
notice which shall set forth: (i)  the  name  under  which  the  foreign
limited liability partnership intends to carry on or conduct or transact
business  or  activities  in  this state; (ii) the date on which and the
jurisdiction in which it registered as a limited liability  partnership;
(iii) the address of the principal office of the foreign limited liabil-
ity  partnership;  (iv) the profession or professions to be practiced by
such foreign limited liability partnership and a statement that it is  a
foreign  limited  liability  partnership eligible to file a notice under
this chapter; (v) a designation of the secretary of state  as  agent  of
the  foreign  limited liability partnership upon whom process against it
may be served and the post office address within or without  this  state
to which the secretary of state shall mail a copy of any process against
it  or served upon it; (vi) if the foreign limited liability partnership
is to have a registered agent, its name and address in this state and  a
statement  that  the  registered agent is to be the agent of the foreign
limited liability partnership  upon  whom  process  against  it  may  be
served;  (vii)  a statement that its registration as a limited liability
partnership is effective in the jurisdiction in which it registered as a
limited liability partnership at the time of the filing of such  notice;
(viii)  a  statement  that  the foreign limited liability partnership is
filing a notice in order to obtain  status  as  a  New  York  registered
foreign  limited  liability partnership; (ix) if the registration of the
foreign limited liability partnership is to be effective on a date later
than the time of filing, the date, not to exceed  sixty  days  from  the

A. 6559                            16

date  of  filing,  of  such  proposed  effectiveness;  and (x) any other
matters the foreign limited liability partnership determines to  include
in  the notice. Such notice shall be accompanied by either (1) a copy of
the  last  registration  or renewal registration (or similar filing), if
any, filed by the foreign limited liability partnership with the  juris-
diction  where it registered as a limited liability partnership or (2) a
certificate, issued by the jurisdiction where it registered as a limited
liability partnership, substantially to the  effect  that  such  foreign
limited  liability  partnership  has  filed  a registration as a limited
liability partnership which is effective on the date of the  certificate
(if  such  registration,  renewal  registration  or  certificate is in a
foreign language, a translation thereof under  oath  of  the  translator
shall  be  attached thereto). Such notice shall also be accompanied by a
fee of two hundred fifty dollars.
  (b) Without excluding other activities which may  not  constitute  the
carrying  on  or  conducting or transacting of business or activities in
this state, for  purposes  of  determining  whether  a  foreign  limited
liability  partnership is required to file a notice pursuant to subdivi-
sion (a) of this section, a foreign limited liability partnership  shall
not  be  considered to be carrying on or conducting or transacting busi-
ness or activities in this state by reason of carrying on in this  state
any one or more of the following activities:
  (i)  maintaining  or defending any action or proceeding, whether judi-
cial, administrative, arbitrative or otherwise, or effecting  settlement
thereof or the settlement of claims or disputes;
  (ii) holding meetings of its partners; or
  (iii) maintaining bank accounts.
  The  specification  in  this subdivision does not establish a standard
for activities which may subject a foreign limited liability partnership
to service of process under this article or any other  statute  of  this
state.  The  filing  of  a  notice  pursuant  to subdivision (a) of this
section by a foreign limited liability partnership shall not  by  itself
be deemed to be evidence that such foreign limited liability partnership
is  carrying  on  or conducting or transacting business or activities in
this state.
  (c) A notice shall be executed by one or more partners of the  foreign
limited liability partnership.
  (d) If a signed notice 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 has been paid, the notice shall be
filed and indexed by the department  of  state.  If  a  foreign  limited
liability  partnership  that  is  a  New York registered foreign limited
liability partnership dissolves, a foreign limited liability partnership
which is the successor to  such  New  York  registered  foreign  limited
liability partnership (i) shall not be required to file a new notice and
shall  be  deemed  to have filed the notice filed by the New York regis-
tered foreign limited liability partnership pursuant to subdivision  (a)
of  this  section,  as  well  as any withdrawal notice filed pursuant to
subdivision (e) of this section, any statement or certificate of consent
filed pursuant to subdivision (f) of this  section  and  any  notice  of
amendment  filed  pursuant  to  subdivision (i) of this section and (ii)
shall be bound by any revocation of status pursuant to  subdivision  (f)
of  this  section  and  any  annulment  thereof of the dissolved foreign
limited liability partnership that was a  New  York  registered  foreign
limited  liability  partnership. For purposes of this section, a foreign
limited liability partnership  is  a  successor  to  a  foreign  limited

A. 6559                            17

liability  partnership  that  was  a New York registered foreign limited
liability partnership if a  majority  of  the  total  interests  in  the
current  profits of such successor foreign limited liability partnership
are  held by partners of the predecessor foreign limited liability part-
nership that was a New York registered foreign limited  liability  part-
nership  who  were  partners of such predecessor partnership immediately
prior to the dissolution of such predecessor partnership.
  (e) A notice may be withdrawn by filing with the department of state a
written withdrawal notice executed by one or more partners  of  the  New
York registered foreign limited liability partnership, with a filing fee
of  sixty  dollars.  A  withdrawal  notice must include: (i) the name or
names under which the New  York  registered  foreign  limited  liability
partnership carried on or conducted or transacted business or activities
in  this  state  (and  if  it  has  been changed since the filing of the
notice, the name under which it filed such  notice);  (ii)  the  date  a
notice  was  filed  with the department of state pursuant to subdivision
(a) of this section; (iii)  the  address  of  the  New  York  registered
foreign  limited liability partnership's principal office and the juris-
diction in which it is registered as a  limited  liability  partnership;
(iv)  if  the  withdrawal  of  the  New  York registered foreign limited
liability partnership is to be effective on a date later than  the  time
of such filing, the date, not to exceed sixty days from the date of such
filing,  of  such  proposed effectiveness; (v) a statement acknowledging
that the withdrawal terminates the foreign  limited  liability  partner-
ship's  status  as a New York registered foreign limited liability part-
nership; and (vi) any other  information  determined  by  the  New  York
registered  foreign  limited  liability partnership. A withdrawal notice
terminates the status of the foreign limited liability partnership as  a
New York registered foreign limited liability partnership as of the date
of  filing  of  the notice or as of the later date, if any, specified in
the notice, not to exceed sixty days from the date of such  filing.  The
termination of status shall not be affected by errors in the information
stated in the withdrawal notice. If a New York registered foreign limit-
ed liability partnership ceases to be denominated as a registered limit-
ed liability partnership or limited liability partnership under the laws
of  the  jurisdiction  governing the agreement under which such New York
registered foreign limited  liability  partnership  operates,  it  shall
within  thirty days after the occurrence of such event file a withdrawal
notice pursuant to this subdivision.
  (f) [(I)] Each New York registered foreign limited liability  partner-
ship  shall,  within  sixty  days  prior to the fifth anniversary of the
effective date of its notice and every five years thereafter, furnish  a
statement to the department of state setting forth:
  (i)  the  name  under  which  the  New York registered foreign limited
liability partnership is carrying on or conducting or transacting  busi-
ness  or  activities  in  this  state, (ii) the address of the principal
office of the New York registered foreign limited liability partnership,
(iii) the post office address within or without this state to which  the
secretary  of state shall mail a copy of any process accepted against it
served upon him or her,  which  address  shall  supersede  any  previous
address  on file with the department of state for this purpose, and (iv)
a statement that it is a  foreign  limited  liability  partnership.  The
statement  shall  be  executed  by  one or more partners of the New York
registered foreign limited liability partnership. The statement shall be
accompanied by a fee of fifty dollars. If a New York registered  foreign
limited  liability  partnership  shall  not  timely  file  the statement

A. 6559                            18

required by this subdivision, the department of state  may,  upon  sixty
days'  notice  mailed to the address of such New York registered foreign
limited liability partnership as shown in the last notice  or  statement
or  certificate  of  amendment filed by such New York registered foreign
limited liability partnership, make a proclamation declaring the  status
of  such New York registered foreign limited liability partnership to be
revoked pursuant to this subdivision. The department of state shall file
the original proclamation in its office and shall publish a copy thereof
in the state register no later than three months following the  date  of
such  proclamation.  Upon  the  publication  of such proclamation in the
manner aforesaid, the status of each New York registered foreign limited
liability partnership named in such proclamation shall be deemed revoked
without further legal  proceedings.  Any  New  York  registered  foreign
limited  liability  partnership  whose status was so revoked may file in
the department of state a certificate of consent certifying that  either
a  statement  required by this subdivision has been filed or accompanies
the certificate of consent and all fees imposed under  this  chapter  on
the  New York registered foreign limited liability partnership have been
paid. The filing of such certificate of consent shall have the effect of
annulling all of the proceedings theretofore taken for the revocation of
the status of such New York registered foreign limited  liability  part-
nership  under  this subdivision and (1) the New York registered foreign
limited liability partnership shall thereupon have such powers,  rights,
duties  and  obligations as it had on the date of the publication of the
proclamation, with the same force and effect as if such proclamation had
not been made or published and (2) such publication shall not affect the
applicability of the laws of the jurisdiction  governing  the  agreement
under  which such New York registered foreign limited liability partner-
ship is operating (including laws governing the liability  of  partners)
to  any  debt, obligation or liability incurred, created or assumed from
the date of publication of the proclamation  through  the  date  of  the
filing  of  the  certificate  of consent. The filing of a certificate of
consent shall be accompanied by a fee of fifty dollars and  if  accompa-
nied by a statement, the fee required by this subdivision. If, after the
publication  of such proclamation, it shall be determined by the depart-
ment of state that the name of any New York registered  foreign  limited
liability partnership was erroneously included in such proclamation, the
department  of  state shall make appropriate entry on its records, which
entry shall have the effect of annulling all of the proceedings thereto-
fore taken for the revocation of the status of such New York  registered
foreign  limited  liability  partnership  under this subdivision and (1)
such New York registered foreign  limited  liability  partnership  shall
have  such  powers, rights, duties and obligations as it had on the date
of the publication of the proclamation, with the same force  and  effect
as  if  such  proclamation  had  not been made or published and (2) such
publication shall not affect the applicability of the laws of the juris-
diction governing the agreement under which  such  New  York  registered
foreign  limited  liability  partnership  is  operating  (including laws
governing the liability of partners) to any debt, obligation or  liabil-
ity  incurred,  created  or  assumed from the date of publication of the
proclamation through the date of the making of the entry on the  records
of  the  department  of  state.  Whenever  a New York registered foreign
limited liability partnership shall have filed a certificate of  consent
pursuant  to  this  subdivision  or if the name of a New York registered
foreign limited liability partnership  was  erroneously  included  in  a

A. 6559                            19

proclamation and such proclamation was annulled, the department of state
shall publish a notice thereof in the state register.
  [(II)  (A)  Within one hundred twenty days after the effective date of
the notice filed under subdivision (a) of this section, a  copy  of  the
same  or  a  notice  containing the substance thereof shall be published
once in each week for six successive weeks, in  two  newspapers  of  the
county  within  this  state in which the principal office of the foreign
limited liability partnership is located, one newspaper  to  be  printed
weekly  and  one  newspaper to be printed daily, to be designated by the
county clerk.  When such county is located within a city  with  a  popu-
lation  of  one million or more, such designation shall be as though the
copy or notice were a notice or advertisement of  judicial  proceedings.
Proof  of  the  publication required by this subparagraph, consisting of
the certificate of publication of the foreign limited liability partner-
ship with the affidavits of publication of such newspapers annexed ther-
eto, must be filed with the department of state, with a  filing  fee  of
fifty  dollars.    Notwithstanding  any  other  provision of law, if the
office of the foreign limited liability  partnership  is  located  in  a
county  wherein  a weekly or daily newspaper of the county, or both, has
not been so designated by the county clerk, then the publication  herein
required  shall be made in a weekly or daily newspaper of any county, or
both, as the case may be, which is contiguous to, such county,  provided
that any such newspaper meets all the other requirements of this subpar-
agraph. A copy or notice published in a newspaper other than the newspa-
per  or newspapers designated by the county clerk shall not be deemed to
be one of the publications required by  this  subparagraph.  The  notice
shall  include:   (l) the name of the foreign limited liability partner-
ship; (2) the date of filing of  such  notice  with  the  department  of
state; (3) the jurisdiction and date of its organization; (4) the county
within  this state, in which the principal office of the foreign limited
liability partnership is located; (4-a) the street address of the  prin-
cipal  business  location, if any; (5) a statement that the secretary of
state has been designated as agent  of  the  foreign  limited  liability
partnership  upon  whom  process  against  it may be served and the 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 him or
her; (6) if the foreign limited  liability  partnership  is  to  have  a
registered  agent,  his  or her name and address within this state and a
statement that the registered agent is to be the agent  of  the  foreign
limited  liability  partnership  upon  whom  process  against  it may be
served; (7) the address of the office required to be maintained  in  the
jurisdiction of its organization by the laws of that jurisdiction or, if
not  so required, of the principal office of the foreign limited liabil-
ity partnership; (8) the name and address of the authorized  officer  in
its  jurisdiction in which it registered as a limited liability partner-
ship where a copy of its registration is filed or, if no  public  filing
of its registration is required by the law of its jurisdiction of organ-
ization,  a  statement  that  the  foreign limited liability partnership
shall provide, on request, a copy thereof with  all  amendments  thereto
(if  such  documents  are  in  a foreign language, a translation thereof
under oath of the translator shall be attached thereto),  and  the  name
and  post  office  address  of the person responsible for providing such
copies; or (9) the character or purpose of the business of such  foreign
limited  liability  partnership.  Where, at any time after completion of
the first of the six weekly publications required by  this  subparagraph
and  prior to the completion of the sixth such weekly publication, there

A. 6559                            20

is a change in any of the information contained in the copy or notice as
published, the foreign limited liability partnership  may  complete  the
remaining  publications  of the original copy or notice, and the foreign
limited  liability  partnership  shall  not  be  required to publish any
further or amended copy or notice.  Where, at any time after  completion
of the six weekly publications required by this subparagraph, there is a
change  to  any  of  the  information contained in the copy or notice as
published, no further or amended publication or republication  shall  be
required  to be made. If within one hundred twenty days after the effec-
tive date of the notice required to be filed under  subdivision  (a)  of
this  section,  proof of such publication, consisting of the certificate
of publication of the foreign limited  liability  partnership  with  the
affidavits of publication of the newspapers annexed thereto has not been
filed with the department of state, the authority of such foreign limit-
ed  liability  partnership to carry on, conduct or transact any business
in this state shall be suspended, effective as of the expiration of such
one hundred twenty day period. The failure of a foreign limited  liabil-
ity  partnership  to  cause such copy or notice to be published and such
certificate of publication and affidavits of  publication  to  be  filed
with  the  department of state within such one hundred twenty day period
or the  suspension  of  such  foreign  limited  liability  partnership's
authority to carry on, conduct or transact business in this state pursu-
ant  to  this subparagraph shall not limit or impair the validity of any
contract or act of such foreign limited liability  partnership,  or  any
right  or  remedy of any other party under or by virtue of any contract,
act or omission of such foreign limited liability  partnership,  or  the
right of any other party to maintain any action or special proceeding on
any  such  contract,  act  or omission, or right of such foreign limited
liability partnership to defend any action or special proceeding in this
state, or result in any partner or agent of such foreign limited liabil-
ity partnership becoming liable for the contractual obligations or other
liabilities of the foreign limited liability  partnership.  If,  at  any
time  following  the  suspension of a foreign limited liability partner-
ship's authority to carry on, conduct or transact business in this state
pursuant to this subparagraph, such foreign limited  liability  partner-
ship shall cause proof of publication in substantial compliance with the
provisions  (other  than  the  one  hundred  twenty  day period) of this
subparagraph, consisting  of  the  certificate  of  publication  of  the
foreign limited liability partnership with the affidavits of publication
of  the  newspapers  annexed thereto, to be filed with the department of
state, such suspension of such foreign limited  liability  partnership's
authority to carry on, conduct or transact business shall be annulled.
  (B)(1)  A  foreign  limited liability partnership which was formed and
filed the notice required to be filed  under  subdivision  (a)  of  this
section  prior  to  the  effective  date of this subparagraph, and which
filed a notice and complied with the publication and filing requirements
of this paragraph as in effect prior to such effective date shall not be
required to make any publication or republication or  any  filing  under
subparagraph  (A) of this paragraph, and shall not be subject to suspen-
sion pursuant to this paragraph.
  (2) Within twelve months after the effective  date  of  this  subpara-
graph,  a  foreign  limited  liability  partnership which was formed and
filed the notice required to be filed  under  subdivision  (a)  of  this
section  prior  to such effective date and which did not comply with the
publication and filing requirements of this paragraph as in effect prior
to such effective date shall publish a copy of its notice  or  a  notice

A. 6559                            21

containing  the substance thereof in the manner required (other than the
one hundred twenty day period) by this paragraph as in effect  prior  to
such  effective  date  and file proof of such publication, consisting of
the certificate of publication of the foreign limited liability partner-
ship with the affidavits of publication of the newspapers annexed there-
to, with the department of state.
  (3)  If a foreign limited liability partnership that is subject to the
provisions of clause two of this subparagraph fails to file the required
proof of publication with the department of state within  twelve  months
after  the  effective  date of this subparagraph, its authority to carry
on, conduct or transact any business in this state shall  be  suspended,
effective as of the expiration of such twelve month period.
  (4)  The  failure  of  a foreign limited liability partnership that is
subject to the provisions of clause two of this  subparagraph  to  fully
comply  with the provisions of said clause two or the suspension of such
foreign limited liability partnership's authority to carry  on,  conduct
or  transact any business in this state pursuant to clause three of this
subparagraph shall not impair or limit the validity of any  contract  or
act of such foreign limited liability partnership, or any right or reme-
dy  of  any other party under or by virtue of any contract, act or omis-
sion of such foreign limited liability partnership, or the right of  any
other  party  to  maintain  any action or special proceeding on any such
contract, act or omission, or right of such  foreign  limited  liability
partnership to defend any action or special proceeding in this state, or
result  in  any partner or agent of such foreign limited liability part-
nership becoming liable for the contractual obligations or other liabil-
ities of the foreign limited liability partnership.
  (5) If, at any time following the  suspension  of  a  foreign  limited
liability partnership's authority to carry on, conduct or transact busi-
ness  in this state, pursuant to clause three of this subparagraph, such
foreign limited liability partnership shall cause proof  of  publication
in  substantial  compliance  with  the  provisions  (other  than the one
hundred twenty day  period)  of  subparagraph  (A)  of  this  paragraph,
consisting  of  the  certificate  of  publication of the foreign limited
liability partnership with the affidavits of publication of the  newspa-
pers  annexed  thereto,  to  be filed with the department of state, such
suspension of such foreign limited liability partnership's authority  to
carry on, conduct or transact business shall be annulled.
  (6) For the purposes of this subparagraph, a foreign limited liability
partnership  which  was formed and filed the notice required to be filed
under subdivision (a) of this section prior to  the  effective  date  of
this  subparagraph shall be deemed to have complied with the publication
and filing requirements of this paragraph as in  effect  prior  to  such
effective  date  if  (A)  the  foreign limited liability partnership was
formed and filed the notice required to be filed under  subdivision  (a)
of  this section on or after January first, nineteen hundred ninety-nine
and prior to such effective date and the foreign limited liability part-
nership filed at least one affidavit of the printer or  publisher  of  a
newspaper  with the department of state at any time prior to such effec-
tive date, or (B) the foreign limited liability partnership  was  formed
and  filed the notice required to be filed under subdivision (a) of this
section prior to January first, nineteen  hundred  ninety-nine,  without
regard  to  whether the foreign limited liability partnership did or did
not file any affidavit of the printer or publisher of a  newspaper  with
the secretary of state.

A. 6559                            22

  (C)  The  information in a notice published pursuant to this paragraph
shall be presumed to be in  compliance  with  and  satisfaction  of  the
requirements of this paragraph.]
  (g) The filing of a withdrawal notice by a New York registered foreign
limited  liability  partnership  pursuant  to  subdivision  (e)  of this
section, a revocation of status pursuant  to  subdivision  (f)  of  this
section  and the filing of a notice of amendment pursuant to subdivision
(i) of this section shall not affect the applicability of  the  laws  of
the jurisdiction governing the agreement under which such foreign limit-
ed  liability  partnership  is  operating  (including laws governing the
liability of partners) to any debt, obligation  or  liability  incurred,
created or assumed while the foreign limited liability partnership was a
New York registered foreign limited liability partnership. After a with-
drawal  or  revocation  of  registration,  the foreign limited liability
partnership shall for all purposes continue to be a foreign  partnership
without limited partners under the laws of this state.
  (h)  The  department of state shall remove from its active records the
notice of any New York registered foreign limited liability  partnership
whose notice has been withdrawn or revoked.
  (i)  A  notice  or  statement filed with the department of state under
this section may be amended or corrected by filing with  the  department
of  state  a notice of amendment executed in accordance with subdivision
(c) of this section. No later than ninety days after (i) a change in the
name of the New York registered foreign limited liability partnership or
(ii) a partner of the New  York  registered  foreign  limited  liability
partnership  becomes  aware  that any statement in a notice or statement
was false in any material  respect  when  made  or  that  an  event  has
occurred  which makes the notice or statement inaccurate in any material
respect, the New York registered foreign limited  liability  partnership
shall  file  a  notice of amendment. The filing of a notice of amendment
shall be accompanied by a fee  of  sixty  dollars.  The  certificate  of
amendment  shall  set forth: (i) the name of the limited liability part-
nership and, if it has been changed, the name under which it  originally
filed  a  notice  under  this  section  and  (ii) the date of filing its
initial registration or statement.
  (i-1) A certificate of change  which  changes  only  the  post  office
address to which the secretary of state shall mail a copy of any process
against  a  New  York  registered  foreign limited liability partnership
served upon him or the address of the registered  agent,  provided  such
address  being changed is the address of a person, partnership or corpo-
ration whose address, as agent, is the address to be changed or who  has
been  designated  as registered agent of such registered foreign limited
liability partnership shall be signed and delivered to the department of
state by such agent. The certificate of change shall set forth: (i)  the
name  of  the New York registered foreign limited liability partnership;
(ii) the date of filing of its initial registration or notice statement;
(iii) each change effected thereby; (iv) that a notice of  the  proposed
change  was  mailed  to  the  limited liability partnership by the party
signing the certificate not less than thirty days prior to the  date  of
delivery  to  the  department  of  state and that such limited liability
partnership has not objected thereto; and (v) that the party signing the
certificate is the agent of such limited liability partnership to  whose
address  the secretary of state is required to mail copies of process or
the registered agent, if such be the  case.  A  certificate  signed  and
delivered  under this subdivision shall not be deemed to effect a change
of location of the office of the limited liability partnership in  whose

A. 6559                            23

behalf  such  certificate  is  filed. The certificate of change shall be
accompanied by a fee of five dollars.
  (j) The filing of a notice of amendment pursuant to subdivision (i) of
this  section with the department of state shall not alter the effective
date of the notice being amended or corrected.
  (k) Each foreign limited liability partnership carrying on or conduct-
ing or transacting business or activities in this state shall use a name
which  contains  without  abbreviation  the  words  "Registered  Limited
Liability  Partnership" or "Limited Liability Partnership" or the abbre-
viations  "R.L.L.P.",  "RLLP",  "P.L.L.",  "PLL",  "L.L.P."  or   "LLP";
provided,  however,  the  partnership may use any such words or abbrevi-
ation, without limitation, in addition to its registered name.
  (l) Subject to the constitution of this state, the laws of the  juris-
diction that govern a foreign limited liability partnership shall deter-
mine its internal affairs and the liability of partners for debts, obli-
gations  and  liabilities  of,  or  chargeable  to,  the foreign limited
liability partnership; provided that (i) each partner, employee or agent
of a foreign limited liability  partnership  who  performs  professional
services in this state on behalf of such foreign limited liability part-
nership  shall  be  personally  and fully liable and accountable for any
negligent or wrongful act or misconduct committed by him or  her  or  by
any person under his or her direct supervision and control while render-
ing such professional services in this state and shall bear professional
responsibility for compliance by such foreign limited liability partner-
ship  with  all  laws, rules and regulations governing the practice of a
profession in this state and (ii) each shareholder,  director,  officer,
member,  manager,  partner,  employee or agent of a professional service
corporation,  foreign  professional  service  corporation,  professional
service  limited liability company, foreign professional service limited
liability company, registered  limited  liability  partnership,  foreign
limited  liability  partnership  or  professional  partnership that is a
partner, employee or agent of a foreign  limited  liability  partnership
who  performs  professional  services  in  this  state on behalf of such
foreign limited liability partnership  shall  be  personally  and  fully
liable  and  accountable for any negligent or wrongful act or misconduct
committed by him or her or by any person under his or her direct  super-
vision  and  control while rendering professional services in this state
in his or her capacity as a partner, employee or agent of  such  foreign
limited liability partnership and shall bear professional responsibility
for  compliance  by  such foreign limited liability partnership with all
laws, rules and regulations governing the practice of  a  profession  in
this  state.  The  relationship  of  a professional to a foreign limited
liability partnership with which such professional is associated, wheth-
er as a partner, employee or agent, shall not  modify  or  diminish  the
jurisdiction  over  such professional of the licensing authority and, in
the case of an attorney and counsellor-at-law or a professional  service
corporation,  foreign  professional  service  corporation,  professional
service limited liability company, foreign professional service  limited
liability  company,  registered  limited  liability partnership, foreign
limited liability partnership or professional partnership engaged in the
practice of law, the courts of this state. A limited partnership  formed
under  the  laws  of  any  jurisdiction, other than this state, which is
denominated as a registered limited  liability  partnership  or  limited
liability  partnership under such laws shall be recognized in this state
as a foreign limited partnership but not as a foreign limited  liability
partnership  or a New York registered foreign limited liability partner-

A. 6559                            24

ship. Except to the extent provided in  article  eight  of  the  limited
liability  company law, a partnership without limited partners operating
under an agreement governed by the laws of any jurisdiction, other  than
this state, which is denominated as a registered limited liability part-
nership or a limited liability partnership under such laws, but is not a
foreign limited liability partnership, shall be recognized in this state
as  a foreign partnership without limited partners, but not as a foreign
limited liability partnership or a New York registered  foreign  limited
liability partnership.
  (m)  A foreign limited liability partnership carrying on or conducting
or transacting business or activities in this state without having filed
a notice pursuant to subdivision (a) of this section  may  not  maintain
any action, suit or special proceeding in any court of this state unless
and  until  such  foreign limited liability partnership shall have filed
such notice and paid all fees that it would have been  required  to  pay
had it filed a notice pursuant to subdivision (a) of this section before
carrying on or conducting or transacting business or activities as a New
York  registered foreign limited liability partnership in this state and
shall have filed proof of publication pursuant  to  subdivision  (f)  of
this  section.  The  failure  of a foreign limited liability partnership
that is carrying on or conducting or transacting business or  activities
in  this  state  to  comply with the provisions of this section does not
impair the validity of any  contract  or  act  of  the  foreign  limited
liability  partnership or prevent the foreign limited liability partner-
ship from defending any action or special proceeding  in  any  court  of
this state.
  (n)  A  foreign  limited  liability  partnership, other than a foreign
limited liability partnership authorized to practice law, shall be under
the supervision of the regents of the university of  the  state  of  New
York  and  be  subject  to disciplinary proceedings and penalties in the
same manner and to the same extent as is provided with respect to  indi-
viduals  and  their  licenses,  certificates  and registrations in title
eight of the  education  law  relating  to  the  applicable  profession.
Notwithstanding  the  provisions  of this subdivision, a foreign limited
liability partnership authorized to practice medicine shall  be  subject
to  the  pre-hearing  procedures  and hearing procedures as are provided
with respect to individual physicians and their licenses in title  two-A
of  article  two  of the public health law. No foreign limited liability
partnership shall engage in any profession or carry on,  or  conduct  or
transact  any  other business or activities in this state other than the
rendering of the professional services or the carrying on, or conducting
or transacting of any other business  or  activities  for  which  it  is
formed  and  is  authorized  to do business in this state; provided that
such foreign limited liability partnership may invest its funds in  real
estate,  mortgages,  stocks,  bonds  or  any  other type of investments;
provided, further, that a  foreign  limited  liability  partnership  (i)
authorized  to  practice  law  may  only engage in another profession or
other business or activities in this state or (ii) which is engaged in a
profession or other business or  activities  other  than  law  may  only
engage in the practice of law in this state, to the extent not prohibit-
ed by any other law of this state or any rule adopted by the appropriate
appellate division of the supreme court or the court of appeals.
  (o) No foreign limited liability partnership may render a professional
service  in  this  state except through individuals authorized by law to
render such professional service as individuals in this state.

A. 6559                            25

  (p) This section shall not repeal, modify or restrict any provision of
the education law or the judiciary  law  or  any  rules  or  regulations
adopted  thereunder regulating the professions referred to in the educa-
tion law or the judiciary law except to the extent in conflict herewith.
  (q)  Each  partner  of  a  foreign limited liability partnership which
provides medical services in this state must  be  licensed  pursuant  to
article  131  of the education law to practice medicine in the state and
each partner of a foreign limited liability partnership  which  provides
dental services in the state must be licensed pursuant to article 133 of
the education law to practice dentistry in this state. Each partner of a
foreign  limited liability partnership which provides veterinary service
in the state shall be licensed pursuant to article 135 of the  education
law  to  practice  veterinary  medicine in this state. Each partner of a
foreign limited liability partnership which provides professional  engi-
neering,  land  surveying,  architectural and/or landscape architectural
services in this state must be licensed pursuant to article 145, article
147 and/or article 148 of the education law to practice one or  more  of
such  professions.  Each partner of a foreign limited liability partner-
ship which provides licensed clinical social work services in this state
must be licensed pursuant to article 154 of the education law  to  prac-
tice  licensed  clinical  social  work  in this state. Each partner of a
foreign limited liability partnership which provides creative arts ther-
apy services in this state must be licensed pursuant to article  163  of
the  education law to practice creative arts therapy in this state. Each
partner of  a  foreign  limited  liability  partnership  which  provides
marriage  and  family  therapy  services  in this state must be licensed
pursuant to article 163 of the education law to  practice  marriage  and
family  therapy in this state. Each partner of a foreign limited liabil-
ity partnership which provides mental health counseling services in this
state must be licensed pursuant to article 163 of the education  law  to
practice  mental  health  counseling  in  this  state. Each partner of a
foreign limited  liability  partnership  which  provides  psychoanalysis
services  in  this state must be licensed pursuant to article 163 of the
education law to practice psychoanalysis in this state.
  S 15. Section 121-1507 of the partnership law, as amended  by  chapter
44 of the laws of 2006, is amended to read as follows:
  S 121-1507. Definitions. For purposes of this article:
  [(a)] "Partnership interest" means:
  [(i)]  (A) a partner's share of the profits and losses of a registered
limited liability partnership; and
  [(ii)] (B) the partner's right to receive distributions  of  a  regis-
tered limited liability partnership.
  [(b)  "Affidavit of publication" means the affidavit of the printer or
publisher of a newspaper in which a publication  required  to  be  filed
pursuant  to  sections  121-1500  and  121-1502 of this article 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 Partnership 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  partnership) 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

A. 6559                            26

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 fonts, 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.
  (c) "Certificate of publication"  means  a  certificate  presented  on
behalf of the applicable limited liability partnership to the department
of state together with the affidavits of publication pursuant to section
121-1500  or  121-1502  of  this article. The certificate of publication
shall be in a form substantially as follows:
  "Certificate of Publication of ______ (name  of  limited  partnership)
Under Section   (specify applicable section) of the Partnership Law
  The  undersigned  is  the  _________  (title)  of ___________ (name of
limited liability partnership). The published notices described  in  the
annexed  affidavits  of  publication  contain  all  of  the  information
required by the above-mentioned section  of  the  partnership  law.  The
newspapers  described  in  such  affidavits  of  publication satisfy the
requirements set forth in the partnership 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  16. Subdivision 4 of section 23.03 of the arts and cultural affairs
law is REPEALED.
  S 17. This act shall take effect immediately and shall  apply  to  any
limited  liability  company,  limited  partnership  or limited liability
partnership which is formed on or after such effective date and  to  any
foreign  limited  liability  company,  foreign  limited  partnership  or
foreign limited liability partnership that files with the  secretary  of
state an application to qualify to transact business in this state on or
after the date sixty days prior to such effective date.