NY State Assembly Bill 2021-A2551

Assembly Bill A2551

2021-2022 Legislative Session

Eliminates certain publication requirements for limited liability companies and limited liability partnerships; repealer

download bill text pdf

Archive: Last Bill Status - In Assembly 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

Please enter your contact information

First Name

Last Name

Email Address

A valid email address is required.

Home address is used to determine the senate district in which you reside. Your support or opposition to this bill is then shared immediately with the senator who represents you.

Optional services from the NY State Senate:

Create an account. An account allows you to officially support or oppose key legislation, sign petitions with a single click, and follow issues, committees, and bills that matter to you. When you create an account, you agree to this platform's terms of participation.

Include a custom message for your Senator? (Optional)

Enter a message to your senator. Many New Yorkers use this to share the reasoning behind their support or opposition to the bill. Others might share a personal anecdote about how the bill would affect them or people they care about.

Actions

View Actions

	Assembly Actions - Lowercase Senate Actions - UPPERCASE
Jan 05, 2022	referred to corporations, authorities and commissions
Jan 19, 2021	referred to corporations, authorities and commissions

co-Sponsors

2021-A2551 (ACTIVE) - Details

See Senate Version of this Bill:: S1481
Current Committee:: Assembly Corporations, Authorities And Commissions
Law Section:: Limited Liability Company Law
Laws Affected:: Amd §§1006, 209, 802, 1203, 1306 & 1101, rpld §206, §1101 sub (s), §802 sub (b), §1203 sub (c) ¶2, §1306 sub (d), §102 subs (a-1) & (e-1), Lim Lil L; rpld §121-201 sub (c), §121-902 sub (d), §121-1500 sub (a) ¶(II), §121-1502 sub (f) ¶(II), §121-1300 sub (f), §121-101 subs (a-1) & (a-2), amd §§121-201, 121-902, 121-1500, 121-1502 & 121-1300, Partn L; rpld §23.03 sub 4, Arts & Cul L; add §89-j, St Fin L
Versions Introduced in Other Legislative Sessions:: 2019-2020: A7642, S3361
2023-2024: A7648, S4716

2021-A2551 (ACTIVE) - Summary

Eliminates the requirement that limited liability companies publish their articles of organization and that certain partnerships publish their registrations; establishes the department of state modernization fund.

2021-A2551 (ACTIVE) - Bill Text download pdf

                            
 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   2551
 
                        2021-2022 Regular Sessions
 
                           I N  A S S E M B L Y
 
                             January 19, 2021
                                ___________
 
 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  and  the  partnership
   law,  in  relation  to  certain  publication requirements and fees; to
   amend the state finance law, in relation to establishing  the  depart-
   ment  of  state  modernization  fund;  to  repeal subdivision (a-1) of
   section 102 and section 206 of the limited liability company  law  and
   subdivision  (a-1) of section 121-101 of the partnership law, relating
   to affidavits of publication; to repeal  subdivision  (s)  of  section
   1101  of  the  limited  liability  company  law and subdivision (f) of
   section 121-1300 of the partnership law, relating to fees  for  filing
   certificates of publication; to repeal subdivision (b) of section 802,
   paragraph  2 of subdivision (c) of section 1203 and subdivision (d) of
   section 1306 of the limited liability company law and subdivision  (c)
   of section 121-201, subdivision (d) of section 121-902, paragraph (II)
   of  subdivision (a) of section 121-1500 and paragraph (II) of subdivi-
   sion (f) of section 121-1502 of the partnership law,  in  relation  to
   publication  requirements;  to repeal subdivision (e-1) of section 102
   of the limited liability company law and subdivision (a-2) of  section
   121-101  of  the partnership law, relating to certificates of publica-
   tion; and to repeal subdivision 4 of section 23.03  of  the  arts  and
   cultural affairs law, relating to theatrical production company publi-
   cation requirements
 
   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
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.

                                                            LBD05659-01-1

 A. 2551                             2
 
 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 is REPEALED.
   §  4.  Section  209 of the limited liability company law is amended to
 read as follows:
   § 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
 INSTRUMENTS  IN  A  FULLY  SEARCHABLE  FORMAT  THAT  IS AVAILABLE TO THE
 PUBLIC.  THE DEPARTMENT OF STATE 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  GOVERN-
 MENT" WEBSITE OR ANALOGOUS WEBSITE NO MORE THAN SEVEN DAYS AFTER RECEIPT
 FROM THE DEPARTMENT OF STATE.
   (C)  THE  DEPARTMENT  OF STATE SHALL PUBLISH NOTICE OF ARTICLE FILINGS
 AND ANY SIGNED CERTIFICATE OF  AMENDMENT  OR  OTHER  CERTIFICATES  FILED
 PURSUANT  TO  THIS  CHAPTER  ON  ITS STATE REGISTER WEBSITE, WHICH SHALL
 INCLUDE WITHOUT LIMITATION: (1) THE NAME OF THE LIMITED LIABILITY COMPA-
 NY; (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 ORGANIZATION, THE DATE OF FORMATION OF THE
 LIMITED LIABILITY COMPANY; (3) THE COUNTY WITHIN THE 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 THE 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 WITHIN THE 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.  Subdivision  (b) of section 802 of the limited liability law is
 REPEALED and a new subdivision (b) is added to read as follows:
   (B)(I) THE DEPARTMENT OF STATE SHALL MAKE SUCH  INSTRUMENTS  AVAILABLE
 ON  ITS  STATE  REGISTER WEBSITE, AND MUST MAINTAIN ELECTRONIC COPIES OF

 A. 2551                             3
 
 THE INSTRUMENTS IN A FULLY SEARCHABLE FORMAT THAT IS  AVAILABLE  TO  THE
 PUBLIC.  THE  DEPARTMENT  OF  STATE  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 GOVERN-
 MENT" WEBSITE OR ANALOGOUS WEBSITE NO MORE THAN SEVEN DAYS AFTER RECEIPT
 FROM THE DEPARTMENT OF STATE.
   (II) THE DEPARTMENT OF STATE SHALL PUBLISH NOTICE OF  ARTICLE  FILINGS
 AND  ANY  SIGNED  CERTIFICATE  OF  AMENDMENT OR OTHER CERTIFICATES FILED
 PURSUANT TO THIS CHAPTER ON ITS  STATE  REGISTER  WEBSITE,  WHICH  SHALL
 INCLUDE  WITHOUT LIMITATION: (1) THE NAME OF THE FOREIGN LIMITED LIABIL-
 ITY 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 ORGANIZATION, THE DATE OF FORMATION OF
 THE  FOREIGN LIMITED LIABILITY COMPANY; (3) THE COUNTY WITHIN THE STATE,
 IN WHICH THE OFFICE OF THE FOREIGN 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  FOREIGN  LIMITED LIABILITY COMPANY UPON WHOM PROCESS AGAINST IT MAY
 BE SERVED AND THE POST OFFICE ADDRESS WITHIN OR  WITHOUT  THE  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 COMPANY 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  THE  AGENT  OF  THE
 FOREIGN  LIMITED  LIABILITY  COMPANY UPON WHOM PROCESS AGAINST IT MAY BE
 SERVED; (7) IF THE FOREIGN  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 FOREIGN LIMITED LIABILITY COMPANY IS TO DISSOLVE; AND (8)
 THE CHARACTER OR PURPOSE OF THE BUSINESS OF SUCH FOREIGN LIMITED LIABIL-
 ITY COMPANY.
   §  6.  Paragraph  2  of subdivision (c) of section 1203 of the limited
 liability law is REPEALED and a new paragraph 2  is  added  to  read  as
 follows:
   (2)  (A) THE DEPARTMENT OF STATE SHALL MAKE SUCH INSTRUMENTS AVAILABLE
 ON ITS STATE REGISTER WEBSITE, AND MUST MAINTAIN  ELECTRONIC  COPIES  OF
 THE  INSTRUMENTS  IN  A FULLY SEARCHABLE FORMAT THAT IS AVAILABLE TO THE
 PUBLIC. THE DEPARTMENT OF STATE 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  GOVERN-
 MENT" WEBSITE OR ANALOGOUS WEBSITE NO MORE THAN SEVEN DAYS AFTER RECEIPT
 FROM THE DEPARTMENT OF STATE.
   (B)  THE  DEPARTMENT  OF STATE SHALL PUBLISH NOTICE OF ARTICLE FILINGS
 AND ANY SIGNED CERTIFICATE OF  AMENDMENT  OR  OTHER  CERTIFICATES  FILED
 PURSUANT  TO  THIS  CHAPTER  ON  ITS STATE REGISTER WEBSITE, WHICH SHALL
 INCLUDE WITHOUT LIMITATION: (1) THE NAME  OF  THE  PROFESSIONAL  SERVICE
 LIMITED  LIABILITY  COMPANY;  (2)  THE DATE OF FILING OF THE ARTICLES OF
 ORGANIZATION WITH THE DEPARTMENT OF STATE AND, IF THE DATE OF THE FORMA-
 TION IS NOT THE DATE OF FILING OF THE ARTICLES OF ORGANIZATION, THE DATE
 OF FORMATION OF THE PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY;  (3)
 THE  COUNTY  WITHIN  THE  STATE, IN WHICH THE OFFICE OF THE PROFESSIONAL
 SERVICE LIMITED LIABILITY COMPANY IS LOCATED; (4) THE STREET ADDRESS  OF
 THE PRINCIPAL BUSINESS LOCATION, IF ANY; (5) A STATEMENT THAT THE SECRE-
 TARY  OF  STATE HAS BEEN DESIGNATED AS AGENT OF THE PROFESSIONAL SERVICE
 LIMITED LIABILITY COMPANY UPON WHOM PROCESS AGAINST IT MAY BE SERVED AND
 THE POST OFFICE ADDRESS WITHIN OR WITHOUT THE STATE TO WHICH THE  SECRE-
 TARY  OF  STATE  SHALL MAIL A COPY OF ANY PROCESS AGAINST IT SERVED UPON

 A. 2551                             4
 
 HIM OR HER; (6) IF THE PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY 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  THE  AGENT  OF  THE
 PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY UPON WHOM PROCESS AGAINST
 IT  MAY  BE  SERVED;  (7)  IF THE PROFESSIONAL SERVICE 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  PROFESSIONAL  SERVICE  LIMITED
 LIABILITY  COMPANY  IS  TO DISSOLVE; AND (8) THE CHARACTER OR PURPOSE OF
 THE BUSINESS OF SUCH PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY.
   § 7. Subdivision (d) of section 1306 of the limited liability  law  is
 REPEALED and a new subdivision (d) is added to read as follows:
   (D)(I)  THE  DEPARTMENT OF STATE SHALL MAKE SUCH INSTRUMENTS AVAILABLE
 ON ITS STATE REGISTER WEBSITE, AND MUST MAINTAIN  ELECTRONIC  COPIES  OF
 THE  INSTRUMENTS  IN  A FULLY SEARCHABLE FORMAT THAT IS AVAILABLE TO THE
 PUBLIC. THE DEPARTMENT OF STATE 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  GOVERN-
 MENT" WEBSITE OR ANALOGOUS WEBSITE NO MORE THAN SEVEN DAYS AFTER RECEIPT
 FROM THE DEPARTMENT OF STATE.
   (II)  THE  DEPARTMENT OF STATE SHALL PUBLISH NOTICE OF ARTICLE FILINGS
 AND ANY SIGNED CERTIFICATE OF  AMENDMENT  OR  OTHER  CERTIFICATES  FILED
 PURSUANT  TO  THIS  CHAPTER  ON  ITS STATE REGISTER WEBSITE, WHICH SHALL
 INCLUDE WITHOUT LIMITATION: (1) THE NAME  OF  THE  FOREIGN  PROFESSIONAL
 SERVICE  LIMITED  LIABILITY COMPANY; (2) THE DATE OF FILING OF THE ARTI-
 CLES OF ORGANIZATION WITH THE DEPARTMENT OF STATE AND, IF  THE  DATE  OF
 THE FORMATION IS NOT THE DATE OF FILING OF THE ARTICLES OF ORGANIZATION,
 THE  DATE  OF  FORMATION  OF  THE  FOREIGN  PROFESSIONAL SERVICE LIMITED
 LIABILITY COMPANY; (3) THE COUNTY WITHIN THE STATE, IN WHICH THE  OFFICE
 OF  THE  FOREIGN  PROFESSIONAL  SERVICE  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 FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY UPON
 WHOM PROCESS AGAINST IT MAY BE SERVED AND THE POST OFFICE ADDRESS WITHIN
 OR WITHOUT THE 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
 PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY 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 THE AGENT OF THE FOREIGN PROFESSIONAL
 SERVICE LIMITED LIABILITY COMPANY UPON WHOM PROCESS AGAINST  IT  MAY  BE
 SERVED; (7) IF THE FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY COMPA-
 NY  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 FOREIGN PROFESSIONAL SERVICE LIMITED
 LIABILITY COMPANY IS TO DISSOLVE; AND (8) THE CHARACTER  OR  PURPOSE  OF
 THE  BUSINESS  OF  SUCH  FOREIGN  PROFESSIONAL SERVICE LIMITED LIABILITY
 COMPANY.
   § 8. 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,  EIGHT
 HUNDRED  TWO, TWELVE HUNDRED THREE OR THIRTEEN HUNDRED SIX OF THIS CHAP-
 TER, FIFTY DOLLARS.
   § 9. Subdivisions (a-1) and  (e-1)  of  section  102  of  the  limited
 liability company law are REPEALED.

 A. 2551                             5
 
   §  10.  Subdivision  (c)  of section 121-201 of the partnership law is
 REPEALED and a new subdivision (c) is added to read as follows:
   (C)(I)  THE  DEPARTMENT OF STATE SHALL MAKE SUCH INSTRUMENTS AVAILABLE
 ON ITS STATE REGISTER WEBSITE, AND MUST MAINTAIN  ELECTRONIC  COPIES  OF
 THE  INSTRUMENTS  IN  A FULLY SEARCHABLE FORMAT THAT IS AVAILABLE TO THE
 PUBLIC. THE DEPARTMENT OF STATE 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  GOVERN-
 MENT" WEBSITE OR ANALOGOUS WEBSITE NO MORE THAN SEVEN DAYS AFTER RECEIPT
 FROM THE DEPARTMENT OF STATE.
   (II)  THE  DEPARTMENT OF STATE SHALL PUBLISH NOTICE OF ARTICLE FILINGS
 AND ANY SIGNED CERTIFICATE OF  AMENDMENT  OR  OTHER  CERTIFICATES  FILED
 PURSUANT  TO  THIS  CHAPTER  ON  ITS STATE REGISTER WEBSITE, WHICH SHALL
 INCLUDE WITHOUT LIMITATION: (1) THE NAME OF THE LIMITED PARTNERSHIP; (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 ORGANIZATION, THE DATE OF FORMATION OF THE LIMITED PART-
 NERSHIP; (3) THE COUNTY WITHIN THE STATE, IN WHICH  THE  OFFICE  OF  THE
 LIMITED  PARTNERSHIP 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 PARTNERSHIP UPON WHOM PROC-
 ESS AGAINST IT MAY BE SERVED AND THE POST OFFICE ADDRESS WITHIN OR WITH-
 OUT THE 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 PARTNER-
 SHIP 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 THE AGENT
 OF THE LIMITED PARTNERSHIP UPON WHOM PROCESS AGAINST IT MAY  BE  SERVED;
 (7) IF THE LIMITED PARTNERSHIP IS TO HAVE A SPECIFIC DATE OF DISSOLUTION
 IN  ADDITION  TO  THE  EVENTS OF DISSOLUTION SET FORTH IN ARTICLE SIX OF
 THIS CHAPTER, THE LATEST DATE UPON WHICH THE LIMITED PARTNERSHIP  IS  TO
 DISSOLVE;  AND  (8)  THE  CHARACTER  OR  PURPOSE OF THE BUSINESS OF SUCH
 LIMITED PARTNERSHIP.
   § 11. Subdivision (d) of section 121-902 of  the  partnership  law  is
 REPEALED and a new subdivision (d) is added to read as follows:
   (D)  (I) THE DEPARTMENT OF STATE SHALL MAKE SUCH INSTRUMENTS AVAILABLE
 ON ITS STATE REGISTER WEBSITE, AND MUST MAINTAIN  ELECTRONIC  COPIES  OF
 THE  INSTRUMENTS  IN  A FULLY SEARCHABLE FORMAT THAT IS AVAILABLE TO THE
 PUBLIC. THE DEPARTMENT OF STATE 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  GOVERN-
 MENT" WEBSITE OR ANALOGOUS WEBSITE NO MORE THAN SEVEN DAYS AFTER RECEIPT
 FROM THE DEPARTMENT OF STATE.
   (II)  THE  DEPARTMENT OF STATE SHALL PUBLISH NOTICE OF ARTICLE FILINGS
 AND ANY SIGNED CERTIFICATE OF  AMENDMENT  OR  OTHER  CERTIFICATES  FILED
 PURSUANT  TO  THIS  CHAPTER  ON  ITS STATE REGISTER WEBSITE, WHICH SHALL
 INCLUDE WITHOUT LIMITATION: (1) THE NAME OF THE FOREIGN LIMITED PARTNER-
 SHIP; (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 ORGANIZATION, THE DATE OF FORMATION OF THE
 FOREIGN LIMITED PARTNERSHIP; (3) THE COUNTY WITHIN THE STATE,  IN  WHICH
 THE OFFICE OF THE FOREIGN LIMITED PARTNERSHIP 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 FOREIGN
 LIMITED PARTNERSHIP UPON WHOM PROCESS AGAINST IT MAY BE SERVED  AND  THE
 POST  OFFICE  ADDRESS WITHIN OR WITHOUT THE STATE TO WHICH THE SECRETARY
 OF STATE SHALL MAIL A COPY OF ANY PROCESS AGAINST IT SERVED UPON HIM  OR

 A. 2551                             6
 
 HER;  (6)  IF  THE  FOREIGN  LIMITED PARTNERSHIP 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 THE AGENT OF THE FOREIGN LIMITED  PARTNER-
 SHIP  UPON  WHOM  PROCESS  AGAINST  IT MAY BE SERVED; (7) IF THE FOREIGN
 LIMITED PARTNERSHIP IS TO HAVE A SPECIFIC DATE OF DISSOLUTION  IN  ADDI-
 TION TO THE EVENTS OF DISSOLUTION SET FORTH IN ARTICLE SIX OF THIS CHAP-
 TER,  THE  LATEST  DATE UPON WHICH THE FOREIGN LIMITED PARTNERSHIP IS TO
 DISSOLVE; AND (8) THE CHARACTER OR  PURPOSE  OF  THE  BUSINESS  OF  SUCH
 FOREIGN LIMITED PARTNERSHIP.
   §  12.  Paragraph  (II)  of subdivision (a) of section 121-1500 of the
 partnership law is REPEALED and a new paragraph (II) is added to read as
 follows:
   (II)(A) THE DEPARTMENT OF STATE SHALL MAKE SUCH INSTRUMENTS  AVAILABLE
 ON  ITS  STATE  REGISTER WEBSITE, AND MUST MAINTAIN ELECTRONIC COPIES OF
 THE INSTRUMENTS IN A FULLY SEARCHABLE FORMAT THAT IS  AVAILABLE  TO  THE
 PUBLIC.  THE  DEPARTMENT  OF  STATE  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 GOVERN-
 MENT" WEBSITE OR ANALOGOUS WEBSITE NO MORE THAN SEVEN DAYS AFTER RECEIPT
 FROM THE DEPARTMENT OF STATE.
   (B) THE DEPARTMENT OF STATE SHALL PUBLISH NOTICE  OF  ARTICLE  FILINGS
 AND  ANY  SIGNED  CERTIFICATE  OF  AMENDMENT OR OTHER CERTIFICATES FILED
 PURSUANT TO THIS CHAPTER ON ITS  STATE  REGISTER  WEBSITE,  WHICH  SHALL
 INCLUDE  WITHOUT LIMITATION: (1) THE NAME OF THE LIMITED LIABILITY PART-
 NERSHIP; (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 ORGANIZATION, THE DATE  OF  FORMATION  OF  THE
 LIMITED LIABILITY PARTNERSHIP; (3) THE COUNTY WITHIN THE STATE, IN WHICH
 THE  OFFICE  OF  THE  LIMITED  LIABILITY PARTNERSHIP IS LOCATED; (4) THE
 STREET ADDRESS OF THE PRINCIPAL BUSINESS LOCATION, IF ANY; (5) A  STATE-
 MENT  THAT  THE  SECRETARY  OF STATE HAS BEEN DESIGNATED AS AGENT OF THE
 LIMITED LIABILITY PARTNERSHIP UPON WHOM PROCESS AGAINST IT MAY BE SERVED
 AND THE POST OFFICE ADDRESS WITHIN OR WITHOUT THE  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 PARTNERSHIP 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 THE AGENT  OF  THE  LIMITED
 LIABILITY PARTNERSHIP UPON WHOM PROCESS AGAINST IT MAY BE SERVED; (7) IF
 THE  LIMITED LIABILITY PARTNERSHIP IS TO HAVE A SPECIFIC DATE OF DISSOL-
 UTION IN ADDITION TO THE EVENTS OF DISSOLUTION SET FORTH IN ARTICLE  SIX
 OF  THIS CHAPTER, THE LATEST DATE UPON WHICH THE LIMITED LIABILITY PART-
 NERSHIP IS TO DISSOLVE; AND (8) THE CHARACTER OR PURPOSE OF THE BUSINESS
 OF SUCH LIMITED LIABILITY PARTNERSHIP.
   § 13. Paragraph (II) of subdivision (f) of  section  121-1502  of  the
 partnership law is REPEALED and a new paragraph (II) is added to read as
 follows:
   (II)(A)  THE DEPARTMENT OF STATE SHALL MAKE SUCH INSTRUMENTS AVAILABLE
 ON ITS STATE REGISTER WEBSITE, AND MUST MAINTAIN  ELECTRONIC  COPIES  OF
 THE  INSTRUMENTS  IN  A FULLY SEARCHABLE FORMAT THAT IS AVAILABLE TO THE
 PUBLIC. THE DEPARTMENT OF STATE 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  GOVERN-
 MENT" WEBSITE OR ANALOGOUS WEBSITE NO MORE THAN SEVEN DAYS AFTER RECEIPT
 FROM THE DEPARTMENT OF STATE.
   (B)  THE  DEPARTMENT  OF STATE SHALL PUBLISH NOTICE OF ARTICLE FILINGS
 AND ANY SIGNED CERTIFICATE OF  AMENDMENT  OR  OTHER  CERTIFICATES  FILED

 A. 2551                             7

 PURSUANT  TO  THIS  CHAPTER  ON  ITS STATE REGISTER WEBSITE, WHICH SHALL
 INCLUDE WITHOUT LIMITATION: (1) THE NAME OF THE FOREIGN LIMITED  LIABIL-
 ITY  PARTNERSHIP; (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 ORGANIZATION, THE DATE  OF  FORMA-
 TION OF THE FOREIGN LIMITED LIABILITY PARTNERSHIP; (3) THE COUNTY WITHIN
 THE STATE, IN WHICH THE OFFICE OF THE FOREIGN LIMITED LIABILITY PARTNER-
 SHIP  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 FOREIGN LIMITED LIABILITY PARTNERSHIP UPON
 WHOM PROCESS AGAINST IT MAY BE SERVED AND THE POST OFFICE ADDRESS WITHIN
 OR WITHOUT THE 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 THE 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) IF THE FOREIGN LIMITED
 LIABILITY PARTNERSHIP IS TO HAVE A SPECIFIC DATE OF DISSOLUTION IN ADDI-
 TION TO THE EVENTS OF DISSOLUTION SET FORTH IN ARTICLE SIX OF THIS CHAP-
 TER, THE LATEST DATE UPON WHICH THE FOREIGN LIMITED  LIABILITY  PARTNER-
 SHIP IS TO DISSOLVE; AND (8) THE CHARACTER OR PURPOSE OF THE BUSINESS OF
 SUCH FOREIGN LIMITED LIABILITY PARTNERSHIP.
   §  14.  Subdivision  (f) of section 121-1300 of the partnership law is
 REPEALED.
   § 15. Section 121-1300 of the partnership law is amended by  adding  a
 new subdivision (t) to read as follows:
   (T)  FOR  THE  ELECTRONIC  PUBLICATION OF ANY DOCUMENTS REQUIRED TO BE
 FILED WITH THE DEPARTMENT PURSUANT TO SECTION 121-202, 121-902, 121-1500
 OR 121-1502 OF THIS CHAPTER, FIFTY DOLLARS.
   § 16. Subdivisions (a-1) and (a-2) of section 121-101 of the  partner-
 ship law are REPEALED.
   §  17. Subdivision 4 of section 23.03 of the arts and cultural affairs
 law is REPEALED.
   § 18. The state finance law is amended by adding a new section 89-j to
 read as follows:
   § 89-J. 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'S  PUBLIC-FACING WEBSITE, AND FOR DEVELOPING ALTERNATIVES TO PHYS-
 ICAL 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 SUBDIVISION (T)  OF
 SECTION  121-1300  OF THE PARTNERSHIP 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.
   §  19.  This  act  shall  take effect on the one hundred eightieth day
 after it shall have become a law. Effective  immediately  the  addition,

 A. 2551                             8
 
 amendment  and/or  repeal  of  any  rule or regulation necessary for the
 implementation of this act on its effective date are  authorized  to  be
 made and completed on or before such date.

Comments

Open Legislation is a forum for New York State legislation. All comments are subject to review and community moderation is encouraged.

Comments deemed off-topic, commercial, campaign-related, self-promotional; or that contain profanity, hate or toxic speech; or that link to sites outside of the nysenate.gov domain are not permitted, and will not be published. Attempts to intimidate and silence contributors or deliberately deceive the public, including excessive or extraneous posting/posts, or coordinated activity, are prohibited and may result in the temporary or permanent banning of the user. Comment moderation is generally performed Monday through Friday. By contributing or voting you agree to the Terms of Participation and verify you are over 13.

Create an account. An account allows you to sign petitions with a single click, officially support or oppose key legislation, and follow issues, committees, and bills that matter to you. When you create an account, you agree to this platform's terms of participation.

Assembly Bill A2551

Share this bill

Sponsored By

SEAWRIGHT