Senate Bill S3325

2017-2018 Legislative Session

Relates to publication fees and the creation of an online database for limited liability companies

download bill text pdf

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

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

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Date of Action	Assembly Actions - Lowercase Senate Actions - UPPERCASE
Jan 03, 2018	referred to corporations, authorities and commissions
Jan 20, 2017	referred to corporations, authorities and commissions

2017-S3325 (ACTIVE) - Details

Current Committee:: Senate Corporations, Authorities And Commissions
Law Section:: Limited Liability Company Law
Laws Affected:: Amd §§206 & 209, Lim Lil L

2017-S3325 (ACTIVE) - Summary

Limits the collection of publication fees and authorizes the creation of an online database, maintained by the secretary of state, for limited liability companies.

2017-S3325 (ACTIVE) - Sponsor Memo

                                 BILL NUMBER:  S3325

 TITLE OF BILL :  An act to amend the limited liability company law,
in relation to publication fees and the creation of an electronic
database

 PURPOSE :

To alleviate some of the burdensome publication costs and requirements
for newly-formed limited liability companies.

 SUMMARY OF PROVISIONS :

Section 1 establishes that notice containing the creation of a limited
liability company will be published the Department of State database
once in each week for six weeks, in two newspapers of the county where
the LLC is located. Additionally, the fee for such publication will be
a flat fee of one hundred fifty dollars for each newspaper designated
by the county clerk.

Section 2 amends section 209 of the limited liability law to require
electronic publication by the Department of State of all LLC
publication filings.

Section 3 sets forth an immediate effective date.

 JUSTIFICATION :

The publication requirements for Limited Liability Companies in New
York State, under the current limited liability law, can be an
arbitrary and often highly expensive requirement for newly-founded
LLCs. This is.because the current mandatory publication requirements
must be published in print, and the Department of State randomly
selects the publication in which the new company must publish its
notification. Often times, the selected newspapers charge substantial
fees, which may create a large financial burden on a new company.

Accordingly, this legislation will create a flat fee of one hundred
and fifty dollars for LLC publication. Additionally, this bill creates
an online database through the Department of State where the public
can be put on notice of the LLCs formation. This step will assist LLCs
in avoiding the exorbitant costs and antiquated notification
requirements of the current LLC publication system.

 LEGISLATIVE HISTORY :

New Bill

 FISCAL IMPLICATIONS :

None

 EFFECTIVE DATE :
The act shall take effect immediately

2017-S3325 (ACTIVE) - Bill Text download pdf

                            
 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   3325
 
                        2017-2018 Regular Sessions
 
                             I N  S E N A T E
 
                             January 20, 2017
                                ___________
 
 Introduced  by  Sen.  AVELLA -- read twice and ordered printed, and when
   printed to be committed to the Committee on Corporations,  Authorities
   and Commissions
 
 AN ACT to amend the limited liability company law, in relation to publi-
   cation fees and the creation of an electronic database

   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. Subdivision (a) of section 206  of  the  limited  liability
 company law, as amended by chapter 44 of the laws of 2006, is amended to
 read as follows:
   (a)  Within  one  hundred  twenty  days after the effectiveness of the
 initial articles of organization as determined pursuant  to  subdivision
 (d)  of section two hundred three of this article, a copy of the same or
 a notice containing the substance thereof  shall  be  published  ON  THE
 DEPARTMENT  OF  STATE  DATABASE  PURSUANT TO SECTION TWO HUNDRED NINE OF
 THIS ARTICLE AND once in each week for  six  successive  weeks,  in  two
 newspapers  of  the  county in which the office of the 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 FOR A FLAT FEE
 OF ONE HUNDRED FIFTY DOLLARS TO EACH NEWSPAPER SO DESIGNATED.  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  subdivision,  consisting of the certificate of
 publication of the limited liability  company  with  the  affidavits  of
 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 limited liability company is located in a county wherein a
 weekly or daily newspaper of the county, or both, has not been so desig-
 nated 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
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.

                                                            LBD06807-01-7

 S. 3325                             2
 
 may be, which is contiguous to, such  county,  provided  that  any  such
 newspaper  meets  all the other requirements of this subdivision. A copy
 or notice published in a newspaper other than the newspaper  or  newspa-
 pers designated by the county clerk shall not be deemed to be one of the
 publications required by this subdivision. The notice shall include: (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 formation is not the date of filing of the articles of  organization,
 the  date  of  the  formation  of the limited liability company; (3) the
 county within this state, in which the office of the  limited  liability
 company  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 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; (5) 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;  (6)  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 (7) the character or
 purpose of the business of such limited liability company. Where, at any
 time after completion of  the  first  of  the  six  weekly  publications
 required  by  this  subdivision 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 limited liability
 company may complete the remaining publications of the original copy  or
 notice,  and  the  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 subdivision,
 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 limited 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 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. The failure of a 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 limited  liabil-
 ity  company's  authority  to  carry on, conduct or transact business in
 this state pursuant to this subdivision shall not limit  or  impair  the
 validity  of  any  contract or act of such limited liability company, or
 any right or remedy of any  other  party  under  or  by  virtue  of  any
 contract,  act  or  omission  of  such 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  limited  liability
 company  to  defend  any  action or special proceeding in this state, or
 result in any member, manager or agent of such limited liability company
 becoming liable for the contractual obligations or other liabilities  of
 the  limited liability company. If, at any time following the suspension

 S. 3325                             3
 
 of a limited liability company's authority to carry on, conduct or tran-
 sact business in this state pursuant to this subdivision,  such  limited
 liability  company  shall  cause  proof  of  publication  in substantial
 compliance  with  the  provisions (other than the one hundred twenty day
 period) of this subdivision, consisting of the certificate  of  publica-
 tion of the 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 limited liability company's authority  to
 carry on, conduct or transact business shall be annulled.
   §  2.  Section  209 of the limited liability company law is amended to
 read as follows:
   § 209. Filing with the department  of  state.  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  AND  ELECTRON-
 ICALLY  PUBLISHED  IN AN ONLINE DATABASE 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.
   § 3. This act shall take effect immediately.

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Senate Bill S3325

Sponsored By

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

Actions

2017-S3325 (ACTIVE) - Details

2017-S3325 (ACTIVE) - Summary

2017-S3325 (ACTIVE) - Sponsor Memo

2017-S3325 (ACTIVE) - Bill Text download pdf

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Sponsored By

Tony Avella

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

Actions

2017-S3325 (ACTIVE) - Details

2017-S3325 (ACTIVE) - Summary

2017-S3325 (ACTIVE) - Sponsor Memo

2017-S3325 (ACTIVE) - Bill Text download pdf

Comments