S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   8125
 
                        2017-2018 Regular Sessions
 
                           I N  A S S E M B L Y
 
                               May 31, 2017
                                ___________
 
 Introduced  by  M.  of  A.  SEAWRIGHT  --  read once and referred to the
   Committee on Corporations, Authorities and Commissions
 
 AN ACT to amend the limited liability company law, the arts and cultural
   affairs law and the state finance  law,  in  relation  to  publication
   requirements;  and  to  repeal  section  206  of the limited liability
   company law and paragraph 2 of subdivision (c) of section 1203 of  the
   limited liability company law, relating to affidavits of publication
 
   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. 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:
   § 2. Section 206 of the limited liability company law is REPEALED.
   §  3. Subdivision (s) of section 1101 of the limited liability company
 law, as amended by chapter 767 of the laws of 2005, is amended  to  read
 as follows:
   (s)  For filing a certificate of publication with affidavits of publi-
 cation annexed thereto pursuant to  section  [two  hundred  six,]  eight
 hundred  two, twelve hundred three or thirteen hundred six of this chap-
 ter, fifty dollars.
   § 4. Section 209 of the limited liability company law  is  amended  to
 read as follows:
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD06263-01-7
              

 A. 8125                             2
 
   §  209.  Filing with the department of state. (A) A signed articles of
 organization and any signed certificate of amendment  or  other  certif-
 icates  filed  pursuant  to  this  chapter  or of any judicial decree of
 amendment or cancellation shall be delivered to the department of state.
 If  the  instrument  that  is  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 in connection therewith has
 been paid, the instrument shall be filed and indexed by  the  department
 of  state.  The  department  of  state shall not review such articles or
 certificates for legal sufficiency;  its  review  shall  be  limited  to
 determining that the form has been completed.
   (B)  THE  DEPARTMENT OF STATE SHALL MAKE SUCH INSTRUMENTS AVAILABLE ON
 ITS STATE REGISTER WEBSITE, AND MUST MAINTAIN ELECTRONIC COPIES  OF  THE
 INSTRUMENT IN A FULLY SEARCHABLE FORMAT THAT IS AVAILABLE TO THE PUBLIC.
 THE  DEPARTMENT  SHALL  ALSO  TRANSMIT  A COPY OF SUCH INSTRUMENT TO THE
 DEPARTMENT OF LAW WITHIN SEVEN DAYS OF FILING.  THE  DEPARTMENT  OF  LAW
 SHALL  PUBLISH  THE  INSTRUMENT  ON  ITS "NY OPEN GOVERNMENT" WEBSITE OR
 ANALOGOUS WEBSITE NO MORE THAN SEVEN DAYS AFTER RECEIPT FROM THE DEPART-
 MENT OF STATE.
   (C) THE DEPARTMENT OF STATE SHALL PUBLISH NOTICE OF ARTICLE FILINGS ON
 ITS STATE REGISTER WEBSITE, WHICH SHALL INCLUDE WITHOUT LIMITATION:  (1)
 THE NAME OF THE LIMITED LIABILITY COMPANY; (2) THE DATE OF FILING OF THE
 ARTICLES  OF  ORGANIZATION WITH THE DEPARTMENT OF STATE AND, IF THE DATE
 OF THE FORMATION IS NOT THE DATE OF FILING OF THE ARTICLES OF  ORGANIZA-
 TION,  THE  DATE  OF FORMATION OF THE LIMITED LIABILITY COMPANY; (3) THE
 COUNTY WITHIN THIS STATE, IN WHICH THE OFFICE OF THE  LIMITED  LIABILITY
 COMPANY  IS  LOCATED;  (4)  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 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 LIMITED  LIABILITY
 COMPANY IS TO HAVE A REGISTERED AGENT, HIS OR HER NAME AND ADDRESS WITH-
 IN  THIS  STATE  AND  A STATEMENT THAT THE REGISTERED AGENT IS TO BE THE
 AGENT OF THE LIMITED LIABILITY COMPANY UPON WHOM PROCESS AGAINST IT  MAY
 BE  SERVED;  (7)  IF THE LIMITED LIABILITY COMPANY IS TO HAVE A SPECIFIC
 DATE OF DISSOLUTION IN ADDITION TO THE EVENTS OF DISSOLUTION  SET  FORTH
 IN SECTION SEVEN HUNDRED ONE OF THIS CHAPTER, THE LATEST DATE UPON WHICH
 THE  LIMITED  LIABILITY COMPANY IS TO DISSOLVE; AND (8) THE CHARACTER OR
 PURPOSE OF THE BUSINESS OF SUCH LIMITED LIABILITY COMPANY.
   § 5. Section 1101 of the limited liability company law is  amended  by
 adding a new subdivision (w) to read as follows:
   (W)  FOR  THE  ELECTRONIC  PUBLICATION OF ANY DOCUMENTS REQUIRED TO BE
 FILED WITH THE DEPARTMENT PURSUANT TO SECTION TWO HUNDRED NINE  OF  THIS
 CHAPTER, FIFTY DOLLARS.
   §  6.  Subdivisions  (a-1)  and  (e-1)  of  section 102 of the limited
 liability company law, subdivision (a-1) as amended by chapter 44 of the
 laws of 2006 and subdivision (e-1) as added by chapter 767 of  the  laws
 of 2005, are amended to read as follows:
   (a-1) "Affidavit of publication" means the affidavit of the printer or
 publisher  of  a  newspaper  in which a publication pursuant to sections
 [two hundred six,] eight hundred two, one thousand  two  hundred  three,
 and  one  thousand  three hundred six of this chapter 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 Limited Liability Company Law

 A. 8125                             3
 
 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 company) 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
 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 font, 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.
   (e-1)  "Certificate  of  publication" means a certificate presented on
 behalf of the applicable limited liability company to the department  of
 state  together  with  the affidavits of publication pursuant to section
 [two hundred six,] eight hundred two, one thousand two hundred three, or
 one thousand three hundred six  of  this  chapter.  The  certificate  of
 publication shall be in a form substantially as follows:
   "Certificate  of  Publication  of  ______  (name  of limited liability
 company) Under Section ______ (specify applicable section) of the Limit-
 ed Liability Company Law
   The undersigned is the  _________  (title)  of  ___________  (name  of
 limited  liability  company).  The  published  notices  described in the
 annexed  affidavits  of  publication  contain  all  of  the  information
 required by the above-mentioned section of the Limited Liability Company
 Law.  The newspapers described in such affidavits of publication satisfy
 the requirements set forth in the Limited Liability Company 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"
   §  7.  Subdivision 4 of section 23.03 of the arts and cultural affairs
 law, as amended by chapter 767 of the laws of 2005, is amended  to  read
 as follows:
   4.  A  limited  partnership that is a theatrical production company is
 exempt from the requirement for publishing  its  certificate  or  notice
 under sections ninety-one, 121-201 and 121-902 of the partnership law so
 long  as  the  words "limited partnership" appear in its name. A limited
 liability company that is a theatrical production company is exempt from
 the requirement for publishing its articles of organization, application
 for authority  or  a  notice  containing  the  substance  thereof  under
 [sections  two hundred six and] SECTION eight hundred two of the limited

 A. 8125                             4
 
 liability company law so long as the words "limited  liability  company"
 appear in its name.
   §  8. The state finance law is amended by adding a new section 89-i to
 read as follows:
   § 89-I. DEPARTMENT OF STATE MODERNIZATION FUND.  1.  THERE  IS  HEREBY
 ESTABLISHED IN THE CUSTODY OF THE COMPTROLLER A SPECIAL FUND TO BE KNOWN
 AS THE "DEPARTMENT OF STATE MODERNIZATION FUND". THE MONEYS IN SUCH FUND
 SHALL  BE  AVAILABLE  FOR  PAYMENT OF ANY AND ALL COSTS AND EXPENDITURES
 INCURRED IN PERFORMING MODERNIZATION AND SECURITY OF THE  DEPARTMENT  OF
 STATE WEBSITE, AND FOR EXPLORING ALTERNATIVES TO PHYSICAL PUBLICATION OF
 DOCUMENTS REQUIRED TO BE FILED PURSUANT TO ARTICLE ELEVEN OF THE LIMITED
 LIABILITY  COMPANY  LAW,  INCLUDING  COSTS  AND  EXPENSES INCIDENTAL AND
 APPURTENANT THERETO.
   2. MONEYS IN THE FUND SHALL BE KEPT SEPARATELY FROM AND SHALL  NOT  BE
 COMMINGLED  WITH  ANY  OTHER  MONEYS  IN  THE CUSTODY OF THE STATE COMP-
 TROLLER.
   3. THE FUND SHALL CONSIST OF THE REVENUES  REQUIRED  TO  BE  DEPOSITED
 THEREIN  PURSUANT TO THE PROVISIONS OF SUBDIVISION (W) OF SECTION ELEVEN
 HUNDRED ONE OF THE LIMITED LIABILITY COMPANY LAW, AND ALL  OTHER  MONEYS
 CREDITED  OR  TRANSFERRED THERETO FROM ANY OTHER FUND OR SOURCE PURSUANT
 TO LAW.
   4. THE MONEYS IN SUCH FUND SHALL BE APPROPRIATED  BY  THE  LEGISLATURE
 AND PAID OUT ON THE WARRANT OF THE STATE COMPTROLLER.
   §  9.  Paragraph  2  of subdivision (c) of section 1203 of the limited
 liability company law is REPEALED.
   § 10. Paragraph 1 of subdivision (c) of section 1203  of  the  limited
 liability company law is amended to read as follows:
   [(1)]  A  certified  copy  of the articles of organization and of each
 amendment thereto and restatement thereof shall be filed by the  profes-
 sional  service  limited  liability company with the licensing authority
 within thirty days after the filing of  such  certificate  or  amendment
 with the department of state.
   §  11.  This  act  shall  take effect on the one hundred eightieth day
 after it shall have become a  law;  provided,  however,  that  effective
 immediately,  the  department  of  state  is  directed and authorized to
 promulgate  all  rules  and  regulations  necessary  to  implement   the
 provisions of this act on or before its effective date.