S T A T E O F N E W Y O R K
________________________________________________________________________
8455
2011-2012 Regular Sessions
I N A S S E M B L Y
June 16, 2011
___________
Introduced by M. of A. WEINSTEIN -- read once and referred to the
Committee on Judiciary
AN ACT to amend the business corporation law, the executive law, the
general associations law, the limited liability company law, the not-
for-profit corporation law, the partnership law, and the real property
law, in relation to service of process
THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:
Section 1. Paragraph 1 of subdivision b of section 306 of the busi-
ness corporation law, as amended by chapter 419 of the laws of 1990, is
amended to read as follows:
(1) Service of process on the secretary of state as agent of a domes-
tic or authorized foreign corporation shall be made by personally deliv-
ering to and leaving with the secretary of state or a deputy, or with
any person authorized by the secretary of state to receive such service,
at the office of the department of state in the city of Albany OR AT ONE
OF HIS OR HER REGULARLY ESTABLISHED OFFICES, duplicate copies of such
process together with the statutory fee, which fee shall be a taxable
disbursement. Service of process on such corporation shall be complete
when the secretary of state is so served. The secretary of state shall
promptly send one of such copies by certified mail, return receipt
requested, to such corporation, at the post office address, on file in
the department of state, specified for the purpose. If a domestic or
authorized foreign corporation has no such address on file in the
department of state, the secretary of state shall so mail such copy, in
the case of a domestic corporation, in care of any director named in its
certificate of incorporation at the director's address stated therein
or, in the case of an authorized foreign corporation, to such corpo-
ration at the address of its office within this state on file in the
department.
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD11436-01-1
A. 8455 2
S 2. The opening paragraph of subparagraph 2 of paragraph (e) of
section 306-A of the business corporation law, as added by chapter 469
of the laws of 1997, is amended to read as follows:
Service of such process upon the secretary of state shall be made by
personally delivering to and leaving with him or his deputy, or with any
person authorized by the secretary of state to receive such service, at
the office of the department of state in the city of Albany OR AT ONE OF
HIS OR HER REGULARLY ESTABLISHED OFFICES, a copy of such process togeth-
er with the statutory fee, which fee shall be a taxable disbursement.
Such service shall be sufficient if notice thereof and a copy of the
process are:
S 3. The opening paragraph of paragraph (b) of section 307 of the
business corporation law is amended to read as follows:
Service of such process upon the secretary of state shall be made by
personally delivering to and leaving with him or his deputy, or with any
person authorized by the secretary of state to receive such service, at
the office of the department of state in the city of Albany OR AT ONE OF
HIS OR HER REGULARLY ESTABLISHED OFFICES, a copy of such process togeth-
er with the statutory fee, which fee shall be a taxable disbursement.
Such service shall be sufficient if notice thereof and a copy of the
process are:
S 4. Subdivision 2 of section 172-c of the executive law, as amended
by chapter 43 of the laws of 2002, is amended to read as follows:
2. Service of such process upon the secretary of state shall be made
by personally delivering to and leaving with the secretary of state or
any person authorized by the secretary of state to accept such service a
copy thereof at the office of the department of state in the city of
Albany OR AT ONE OF HIS OR HER REGULARLY ESTABLISHED OFFICES, and such
service shall be sufficient service provided that notice of such service
and a copy of such process are forthwith sent by the attorney general or
any other party to such charitable organization by certified mail with
return receipt requested, at its office as set forth in the registration
form required to be filed with the attorney general pursuant to section
one hundred seventy-two of this article, or in default of the filing of
such form, at the last address known to the attorney general or any
other party. Service of such process shall be complete upon the receipt
by the attorney general or any other party of a return receipt purport-
ing to be signed by the addressee or a person qualified to receive its
certified mail, in accordance with the rules and customs of the post
office department, or, if acceptance was refused by the addressee or its
agent, ten days after the return to the attorney general or any other
party of a notation by the postal authorities that receipt thereof was
refused.
S 5. Section 19 of the general associations law, as amended by chapter
166 of the laws of 1991, is amended to read as follows:
S 19. Service of process. Service of process against an association
upon the secretary of state shall be made by personally delivering to
and leaving with him or a deputy secretary of state or an associate
attorney, senior attorney or attorney in the corporation division of the
department of state, duplicate copies of such process at the office of
the department of state in the city of Albany OR AT ONE OF HIS OR HER
REGULARLY ESTABLISHED OFFICES. At the time of such service the plain-
tiff shall pay a fee of forty dollars to the secretary of state which
shall be a taxable disbursement. If the cost of registered mail for
transmitting a copy of the process shall exceed two dollars, an addi-
tional fee equal to such excess shall be paid at the time of the service
A. 8455 3
of such process. The secretary of state shall forthwith send by regis-
tered mail one of such copies to the association at the address fixed
for that purpose, as herein provided. If the action or proceeding is
instituted in a court of limited jurisdiction, service of process may be
made in the manner provided in this section if the cause of action arose
within the territorial jurisdiction of the court and the office of the
defendant, as set forth in its statement filed pursuant to section eigh-
teen of this chapter, is within such territorial jurisdiction.
S 6. The opening paragraph of paragraph 2 of subdivision (e) of
section 301-A of the limited liability company law, as added by chapter
448 of the laws of 1998, is amended to read as follows:
Service of such process upon the secretary of state shall be made by
personally delivering to and leaving with him or his deputy, or with any
person authorized by the secretary of state to receive such service, at
the office of the department of state in the city of Albany OR AT ONE OF
HIS OR HER REGULARLY ESTABLISHED OFFICES, a copy of such process togeth-
er with the statutory fee, which fee shall be a taxable disbursement.
Such service shall be sufficient if notice thereof and a copy of the
process are:
S 7. Subdivision (a) of section 303 of the limited liability company
law, as relettered by chapter 341 of the laws of 1999, is amended to
read as follows:
(a) Service of process on the secretary of state as agent of a domes-
tic limited liability company or authorized foreign limited liability
company shall be made by personally delivering to and leaving with the
secretary of state or his or her deputy, or with any person authorized
by the secretary of state to receive such service, at the office of the
department of state in the city of Albany OR AT ONE OF HIS OR HER REGU-
LARLY ESTABLISHED OFFICES, duplicate copies of such process together
with the statutory fee, which fee shall be a taxable disbursement.
Service of process on such limited liability company shall be complete
when the secretary of state is so served. The secretary of state shall
promptly send one of such copies by certified mail, return receipt
requested, to such limited liability company at the post office address
on file in the department of state specified for that purpose.
S 8. Subdivision (b) of section 304 of the limited liability company
law is amended to read as follows:
(b) Service of such process upon the secretary of state shall be made
by personally delivering to and leaving with the secretary of state or
his or her deputy, or with any person authorized by the secretary of
state to receive such service, at the office of the department of state
in the city of Albany OR AT ONE OF HIS OR HER REGULARLY ESTABLISHED
OFFICES, a copy of such process together with the statutory fee, which
fee shall be a taxable disbursement.
S 9. Paragraph (b) of section 306 of the not-for-profit corporation
law, as amended by chapter 168 of the laws of 1982, is amended to read
as follows:
(b) Service of process on the secretary of state as agent of a domes-
tic corporation formed under article four of this chapter or an author-
ized foreign corporation shall be made by personally delivering to and
leaving with him or his deputy, or with any person authorized by the
secretary of state to receive such service, at the office of the depart-
ment of state in the city of Albany OR AT ONE OF HIS OR HER REGULARLY
ESTABLISHED OFFICES, duplicate copies of such process together with the
statutory fee, which fee shall be a taxable disbursement. Service of
process on such corporation shall be complete when the secretary of
A. 8455 4
state is so served. The secretary of state shall promptly send one of
such copies by certified mail, return receipt requested, to such corpo-
ration, at the post office address, on file in the department of state,
specified for the purpose. If a domestic corporation formed under arti-
cle four of this chapter or an authorized foreign corporation has no
such address on file in the department of state, the secretary of state
shall so mail such copy to such corporation at the address of its office
within this state on file in the department.
S 10. The opening paragraph of paragraph (b) of section 307 of the
not-for-profit corporation law is amended to read as follows:
Service of such process upon the secretary of state shall be made by
personally delivering to and leaving with him or his deputy, or with any
person authorized by the secretary of state to receive such service, at
the office of the department of state in the city of Albany OR AT ONE OF
HIS OR HER REGULARLY ESTABLISHED OFFICES, a copy of such process togeth-
er with the statutory fee, which fee shall be a taxable disbursement.
Such service shall be sufficient if notice thereof and a copy of the
process are:
S 11. The opening paragraph of paragraph 2 of subdivision (e) of
section 121-104-A of the partnership law, as added by chapter 448 of the
laws of 1998, is amended to read as follows:
Service of such process upon the secretary of state shall be made by
personally delivering to and leaving with him or his deputy, or with any
person authorized by the secretary of state to receive such service, at
the office of the department of state in the city of Albany OR AT ONE OF
HIS OR HER REGULARLY ESTABLISHED OFFICES, a copy of such process togeth-
er with the statutory fee, which fee shall be a taxable disbursement.
Such service shall be sufficient if notice thereof and a copy of the
process are:
S 12. Paragraph 1 of subdivision (a) of section 121-109 of the part-
nership law, as added by chapter 950 of the laws of 1990 and such subdi-
vision as relettered by chapter 341 of the laws of 1999, is amended to
read as follows:
(1) By personally delivering to and leaving with him or his deputy, or
with any person authorized by the secretary of state to receive such
service, at the office of the department of state in the city of Albany
OR AT ONE OF HIS OR HER REGULARLY ESTABLISHED OFFICES, duplicate copies
of such process together with the statutory fee, which fee shall be a
taxable disbursement.
S 13. The opening paragraph of subdivision (b) of section 121-109 of
the partnership law, as added by chapter 950 of the laws of 1990 and as
relettered by chapter 341 of the laws of 1999, is amended to read as
follows:
In any case in which a non-domiciliary would be subject to the
personal or other jurisdiction of the courts of this state under article
three of the civil practice law and rules, a foreign limited partnership
not authorized to do business in this state is subject to a like juris-
diction. In any such case, process against such foreign limited partner-
ship may be served upon the secretary of state as its agent. Such proc-
ess may issue in any court in this state having jurisdiction of the
subject matter. Service of process upon the secretary of state shall be
made by personally delivering to and leaving with him or his deputy, or
with any person authorized by the secretary of state to receive such
service, at the office of the department of state in the city of Albany
OR AT ONE OF HIS OR HER REGULARLY ESTABLISHED OFFICES, a copy of such
process together with the statutory fee, which fee shall be a taxable
A. 8455 5
disbursement. Such service shall be sufficient if notice thereof and a
copy of the process are:
S 14. Subdivision (a) of section 121-1505 of the partnership law, as
added by chapter 470 of the laws of 1997, is amended to read as follows:
(a) Service of process on the secretary of state as agent of a regis-
tered limited liability partnership under this article shall be made by
personally delivering to and leaving with the secretary of state or a
deputy, or with any person authorized by the secretary of state to
receive such service, at the office of the department of state in the
city of Albany OR AT ONE OF HIS OR HER REGULARLY ESTABLISHED OFFICES,
duplicate copies of such process together with the statutory fee, which
fee shall be a taxable disbursement. Service of process on such regis-
tered limited liability partnership shall be complete when the secretary
of state is so served. The secretary of state shall promptly send one of
such copies by certified mail, return receipt requested, to such regis-
tered limited liability partnership, at the post office address on file
in the department of state specified for such purpose.
S 15. The opening paragraph of paragraph 2 of subdivision (f) of
section 121-1506 of the partnership law, as added by chapter 448 of the
laws of 1998, is amended to read as follows:
Service of such process upon the secretary of state shall be made by
personally delivering to and leaving with him or his deputy, or with any
person authorized by the secretary of state to receive such service, at
the office of the department of state in the city of Albany OR AT ONE OF
HIS OR HER REGULARLY ESTABLISHED OFFICES, a copy of such process togeth-
er with the statutory fee, which fee shall be a taxable disbursement.
Such service shall be sufficient if notice thereof and a copy of the
process are:
S 16. Subdivision 7 of section 339-n of the real property law, as
amended by chapter 346 of the laws of 1997, is amended to read as
follows:
7. A designation of the secretary of state as agent of the corporation
or board of managers upon whom process against it may be served.
Service of process on the secretary of state as agent of such corpo-
ration or board of managers shall be made personally delivering to and
leaving with him or her or his or her deputy, or with any person author-
ized by the secretary of state to receive such service, at the office of
the department of state in the city of Albany OR AT ONE OF HIS OR HER
REGULARLY ESTABLISHED OFFICES, duplicate copies of such process together
with the statutory fee, which shall be a taxable disbursement. Service
of process on such corporation or board of managers shall be complete
when the secretary of state is so served. The secretary of state shall
promptly send one of such copies by certified mail, return receipt
requested, to such corporation or board of managers, at the post office
address, on file in the department of state, specified for such purpose.
Nothing in this subdivision shall affect the right to serve process in
any other manner permitted by law. The corporation or board of managers
shall also file with the secretary of state the name and post office
address within or without this state to which the secretary of state
shall mail a copy of any process against it served upon the secretary of
state and shall update the filing as necessary.
S 17. This act shall take effect immediately.