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This entry was published on 2021-04-23
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SECTION 301
Statutory designation of secretary of state as agent for service of process
Limited Liability Company Law (LLC) CHAPTER 34, ARTICLE 3
§ 301. Statutory designation of secretary of state as agent for
service of process. (a) The secretary of state shall be the agent of
every domestic limited liability company that has filed with the
department of state articles of organization making such designation and
every foreign limited liability company upon which process may be served
pursuant to this chapter.

(b) No domestic or foreign limited liability company may be formed or
authorized to do business in this state under this chapter unless its
articles of organization or application for authority designates the
secretary of state as such agent.

* (c) Any designated post office address to which the secretary of
state shall mail a copy of process served upon him or her as agent of a
domestic limited liability company or a foreign limited liability
company shall continue until the filing of a certificate under this
chapter directing the mailing to a different post office address.

* NB Effective until January 1, 2023

* (c) Any designated post office address to which the secretary of
state shall mail a copy of process served upon him or her as agent of a
domestic limited liability company or a foreign limited liability
company shall continue until the filing of a certificate or other
instrument under this chapter directing the mailing to a different post
office address and any designated email address to which the secretary
of state shall email a notice of the fact that process has been
electronically served upon him or her as agent of a domestic limited
liability company or foreign limited liability company, shall continue
until the filing of a certificate or other instrument under this chapter
changing or deleting such email address.

* NB Effective January 1, 2023

(e) (1) Except as otherwise provided in this subdivision, every
limited liability company to which this chapter applies, shall
biennially in the calendar month during which its articles of
organization or application for authority were filed, or effective date
thereof if stated, file on forms prescribed by the secretary of state, a
statement setting forth 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. Such address shall supersede
any previous address on file with the department of state for this
purpose.

(2) The commissioner of taxation and finance and the secretary of
state may agree to allow limited liability companies to include the
statement specified in paragraph one of this subdivision on tax reports
filed with the department of taxation and finance in lieu of biennial
statements and in a manner prescribed by the commissioner of taxation
and finance. If this agreement is made, starting with taxable years
beginning on or after January first, two thousand sixteen, each limited
liability company required to file the statement specified in paragraph
one of this subdivision that is subject to the filing fee imposed by
paragraph three of subsection (c) of section six hundred fifty-eight of
the tax law shall provide such statement annually on its filing fee
payment form filed with the department of taxation and finance in lieu
of filing a statement under this section with the department of state.
However, each limited liability company required to file a statement
under this section must continue to file the biennial statement required
by this section with the department of state until the limited liability
company in fact has filed a filing fee payment form with the department
of taxation and finance that includes all required information. After
that time, the limited liability company shall continue to provide
annually the statement specified in paragraph one of this subdivision on
its filing fee payment form in lieu of the biennial statement required
by this subdivision.

(3) If the agreement described in paragraph two of this subdivision is
made, the department of taxation and finance shall deliver to the
department of state the statement specified in paragraph one of this
subdivision contained on filing fee payment forms. The department of
taxation and finance must, to the extent feasible, also include the
current name of the limited liability company, department of state
identification number for such limited liability company, the name,
signature and capacity of the signer of the statement, name and street
address of the filer of the statement, and the email address, if any, of
the filer of the statement.