Eliminates the requirement that limited liability companies publish their articles of organization and that limited liability partnerships publish their registrations.
STATE OF NEW YORK
________________________________________________________________________
S. 1667 A. 4496
2009-2010 Regular Sessions
SENATE - ASSEMBLY
February 4, 2009
___________
IN SENATE -- Introduced by Sen. KRUEGER -- read twice and ordered print-
ed, and when printed to be committed to the Committee on Corporations,
Authorities and Commissions
IN ASSEMBLY -- Introduced by M. of A. KELLNER, BING, GOTTFRIED, JAFFEE,
LUPARDO, MAGNARELLI -- Multi-Sponsored by -- M. of A. BACALLES,
CROUCH, ERRIGO, FINCH, GABRYSZAK, ORTIZ, REILLY, SAYWARD -- read once
and referred to the Committee on Corporations, Authorities and Commis-
sions
AN ACT to amend the limited liability company law, in relation to publi-
cation requirements; and to repeal section 206 of the limited liabil-
ity 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:
1 Section 1. The opening paragraph of subdivision (e) of section 1006 of
2 the limited liability company law, as amended by chapter 375 of the laws
3 of 1998, is amended to read as follows:
4 In connection with any conversion approved under subdivision (c) of
5 this section, the partnership or limited partnership shall file with the
6 department of state a signed certificate entitled "Certificate of
7 Conversion of ... (name partnership or limited partnership) to ... (name
8 of limited liability company) under section one thousand six of the
9 Limited Liability Company Law" [and shall also satisfy the publication
10 requirements of section two hundred six of this chapter]. Such certif-
11 icate shall include either:
12 § 2. Section 206 of the limited liability company law is REPEALED.
13 § 3. Subdivision (s) of section 1101 of the limited liability company
14 law, as amended by chapter 767 of the laws of 2005, is amended to read
15 as follows:
16 (s) For filing a certificate of publication with affidavits of publi-
17 cation annexed thereto pursuant to section [two hundred six,] eight
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[] is old law to be omitted.
LBD04843-01-9
S. 1667 2 A. 4496
1 hundred two, twelve hundred three or thirteen hundred six of this chap-
2 ter, fifty dollars.
3 § 4. Section 209 of the limited liability company law is amended to
4 read as follows:
5 § 209. Filing with the department of state. A signed articles of
6 organization and any signed certificate of amendment or other certif-
7 icates filed pursuant to this chapter or of any judicial decree of
8 amendment or cancellation shall be delivered to the department of state.
9 If the instrument that is delivered to the department of state for
10 filing complies as to form with the requirements of law and the filing
11 fee required by any statute of this state in connection therewith has
12 been paid, the instrument shall be filed and indexed by the department
13 of state. The department of state shall not review such articles or
14 certificates for legal sufficiency; its review shall be limited to
15 determining that the form has been completed. The department of state
16 shall promulgate rules and regulations for the on-line filing of such
17 articles or certificates filed pursuant to this chapter or such amend-
18 ment or cancellation thereof.
19 § 5. Section 1101 of the limited liability company law is amended by
20 adding a new subdivision (w) to read as follows:
21 (w) For the on-line filing of any documents required to be filed with
22 the department pursuant to this chapter, fifty dollars.
23 § 6. This act shall take effect immediately.
