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-l, St Fin L
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.
STATE OF NEW YORK
________________________________________________________________________
6483
2025-2026 Regular Sessions
IN SENATE
March 14, 2025
___________
Introduced by Sens. KRUEGER, HOYLMAN-SIGAL, LIU -- 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 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:
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
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[] is old law to be omitted.
LBD07035-01-5
S. 6483 2
1 department of state a signed certificate entitled "Certificate of
2 Conversion of ... (name partnership or limited partnership) to ... (name
3 of limited liability company) under section one thousand six of the
4 Limited Liability Company Law" [and shall also satisfy the publication
5 requirements of section two hundred six of this chapter]. Such certif-
6 icate shall include either:
7 § 2. Section 206 of the limited liability company law is REPEALED.
8 § 3. Subdivision (s) of section 1101 of the limited liability company
9 law is REPEALED.
10 § 4. Section 209 of the limited liability company law is amended to
11 read as follows:
12 § 209. Filing with the department of state. (a) A signed articles of
13 organization and any signed certificate of amendment or other certif-
14 icates filed pursuant to this chapter or of any judicial decree of
15 amendment or cancellation shall be delivered to the department of state.
16 If the instrument that is delivered to the department of state for
17 filing complies as to form with the requirements of law and the filing
18 fee required by any statute of this state in connection therewith has
19 been paid, the instrument shall be filed and indexed by the department
20 of state. The department of state shall not review such articles or
21 certificates for legal sufficiency; its review shall be limited to
22 determining that the form has been completed.
23 (b) The department of state shall make such instruments available on
24 its state register website, and must maintain electronic copies of the
25 instruments in a fully searchable format that is available to the
26 public. The department of state shall also transmit a copy of such
27 instrument to the department of law within seven days of filing. The
28 department of law shall publish the instrument on its "NY Open Govern-
29 ment" website or analogous website no more than seven days after receipt
30 from the department of state.
31 (c) The department of state shall publish notice of article filings
32 and any signed certificate of amendment or other certificates filed
33 pursuant to this chapter on its state register website, which shall
34 include without limitation: (1) the name of the limited liability compa-
35 ny; (2) the date of filing of the articles of organization with the
36 department of state and, if the date of the formation is not the date of
37 filing of the articles of organization, the date of formation of the
38 limited liability company; (3) the county within the state, in which the
39 office of the limited liability company is located; (4) the street
40 address of the principal business location, if any; (5) a statement that
41 the secretary of state has been designated as agent of the limited
42 liability company upon whom process against it may be served and the
43 post office address within or without the state to which the secretary
44 of state shall mail a copy of any process against it served upon them;
45 (6) if the limited liability company is to have a registered agent,
46 their name and address within the state and a statement that the regis-
47 tered agent is to be the agent of the limited liability company upon
48 whom process against it may be served; (7) if the limited liability
49 company is to have a specific date of dissolution in addition to the
50 events of dissolution set forth in section seven hundred one of this
51 chapter, the latest date upon which the limited liability company is to
52 dissolve; and (8) the character or purpose of the business of such
53 limited liability company.
54 § 5. Subdivision (b) of section 802 of the limited liability company
55 law is REPEALED and a new subdivision (b) is added to read as follows:
S. 6483 3
1 (b)(i) The department of state shall make such instruments available
2 on its state register website, and must maintain electronic copies of
3 the instruments in a fully searchable format that is available to the
4 public. The department of state shall also transmit a copy of such
5 instrument to the department of law within seven days of filing. The
6 department of law shall publish the instrument on its "NY Open Govern-
7 ment" website or analogous website no more than seven days after receipt
8 from the department of state.
9 (ii) The department of state shall publish notice of article filings
10 and any signed certificate of amendment or other certificates filed
11 pursuant to this chapter on its state register website, which shall
12 include without limitation: (1) the name of the foreign limited liabil-
13 ity company; (2) the date of filing of the articles of organization with
14 the department of state and, if the date of the formation is not the
15 date of filing of the articles of organization, the date of formation of
16 the foreign limited liability company; (3) the county within the state,
17 in which the office of the foreign limited liability company is located;
18 (4) the street address of the principal business location, if any; (5) a
19 statement that the secretary of state has been designated as agent of
20 the foreign limited liability company upon whom process against it may
21 be served and the post office address within or without the state to
22 which the secretary of state shall mail a copy of any process against it
23 served upon them; (6) if the foreign limited liability company is to
24 have a registered agent, their name and address within the state and a
25 statement that the registered agent is to be the agent of the foreign
26 limited liability company upon whom process against it may be served;
27 (7) if the foreign limited liability company is to have a specific date
28 of dissolution in addition to the events of dissolution set forth in
29 section seven hundred one of this chapter, the latest date upon which
30 the foreign limited liability company is to dissolve; and (8) the char-
31 acter or purpose of the business of such foreign limited liability
32 company.
33 § 6. Paragraph 2 of subdivision (c) of section 1203 of the limited
34 liability company law is REPEALED and a new paragraph 2 is added to read
35 as follows:
36 (2) (A) The department of state shall make such instruments available
37 on its state register website, and must maintain electronic copies of
38 the instruments in a fully searchable format that is available to the
39 public. The department of state shall also transmit a copy of such
40 instrument to the department of law within seven days of filing. The
41 department of law shall publish the instrument on its "NY Open Govern-
42 ment" website or analogous website no more than seven days after receipt
43 from the department of state.
44 (B) The department of state shall publish notice of article filings
45 and any signed certificate of amendment or other certificates filed
46 pursuant to this chapter on its state register website, which shall
47 include without limitation: (1) the name of the professional service
48 limited liability company; (2) the date of filing of the articles of
49 organization with the department of state and, if the date of the forma-
50 tion is not the date of filing of the articles of organization, the date
51 of formation of the professional service limited liability company; (3)
52 the county within the state, in which the office of the professional
53 service limited liability company is located; (4) the street address of
54 the principal business location, if any; (5) a statement that the secre-
55 tary of state has been designated as agent of the professional service
56 limited liability company upon whom process against it may be served and
S. 6483 4
1 the post office address within or without the state to which the secre-
2 tary of state shall mail a copy of any process against it served upon
3 them; (6) if the professional service limited liability company is to
4 have a registered agent, their name and address within the state and a
5 statement that the registered agent is to be the agent of the profes-
6 sional service limited liability company upon whom process against it
7 may be served; (7) if the professional service limited liability company
8 is to have a specific date of dissolution in addition to the events of
9 dissolution set forth in section seven hundred one of this chapter, the
10 latest date upon which the professional service limited liability compa-
11 ny is to dissolve; and (8) the character or purpose of the business of
12 such professional service limited liability company.
13 § 7. Subdivision (d) of section 1306 of the limited liability company
14 law is REPEALED and a new subdivision (d) is added to read as follows:
15 (d)(i) The department of state shall make such instruments available
16 on its state register website, and must maintain electronic copies of
17 the instruments in a fully searchable format that is available to the
18 public. The department of state shall also transmit a copy of such
19 instrument to the department of law within seven days of filing. The
20 department of law shall publish the instrument on its "NY Open Govern-
21 ment" website or analogous website no more than seven days after receipt
22 from the department of state.
23 (ii) The department of state shall publish notice of article filings
24 and any signed certificate of amendment or other certificates filed
25 pursuant to this chapter on its state register website, which shall
26 include without limitation: (1) the name of the foreign professional
27 service limited liability company; (2) the date of filing of the arti-
28 cles of organization with the department of state and, if the date of
29 the formation is not the date of filing of the articles of organization,
30 the date of formation of the foreign professional service limited
31 liability company; (3) the county within the state, in which the office
32 of the foreign professional service limited liability company is
33 located; (4) the street address of the principal business location, if
34 any; (5) a statement that the secretary of state has been designated as
35 agent of the foreign professional service limited liability company upon
36 whom process against it may be served and the post office address within
37 or without the state to which the secretary of state shall mail a copy
38 of any process against it served upon them; (6) if the foreign profes-
39 sional service limited liability company is to have a registered agent,
40 their name and address within the state and a statement that the regis-
41 tered agent is to be the agent of the foreign professional service
42 limited liability company upon whom process against it may be served;
43 (7) if the foreign professional service limited liability company is to
44 have a specific date of dissolution in addition to the events of dissol-
45 ution set forth in section seven hundred one of this chapter, the latest
46 date upon which the foreign professional service limited liability
47 company is to dissolve; and (8) the character or purpose of the business
48 of such foreign professional service limited liability company.
49 § 8. Section 1101 of the limited liability company law is amended by
50 adding a new subdivision (w) to read as follows:
51 (w) For the electronic publication of any documents required to be
52 filed with the department pursuant to section two hundred nine, eight
53 hundred two, twelve hundred three or thirteen hundred six of this chap-
54 ter, fifty dollars.
55 § 9. Subdivisions (a-1) and (e-1) of section 102 of the limited
56 liability company law are REPEALED.
S. 6483 5
1 § 10. Subdivision (c) of section 121-201 of the partnership law is
2 REPEALED and a new subdivision (c) is added to read as follows:
3 (c)(i) The department of state shall make such instruments available
4 on its state register website, and must maintain electronic copies of
5 the instruments in a fully searchable format that is available to the
6 public. The department of state shall also transmit a copy of such
7 instrument to the department of law within seven days of filing. The
8 department of law shall publish the instrument on its "NY Open Govern-
9 ment" website or analogous website no more than seven days after receipt
10 from the department of state.
11 (ii) The department of state shall publish notice of article filings
12 and any signed certificate of amendment or other certificates filed
13 pursuant to this chapter on its state register website, which shall
14 include without limitation: (1) the name of the limited partnership; (2)
15 the date of filing of the articles of organization with the department
16 of state and, if the date of the formation is not the date of filing of
17 the articles of organization, the date of formation of the limited part-
18 nership; (3) the county within the state, in which the office of the
19 limited partnership is located; (4) the street address of the principal
20 business location, if any; (5) a statement that the secretary of state
21 has been designated as agent of the limited partnership upon whom proc-
22 ess against it may be served and the post office address within or with-
23 out the state to which the secretary of state shall mail a copy of any
24 process against it served upon them; (6) if the limited partnership is
25 to have a registered agent, their name and address within the state and
26 a statement that the registered agent is to be the agent of the limited
27 partnership upon whom process against it may be served; (7) if the
28 limited partnership is to have a specific date of dissolution in addi-
29 tion to the events of dissolution set forth in article six of this chap-
30 ter, the latest date upon which the limited partnership is to dissolve;
31 and (8) the character or purpose of the business of such limited part-
32 nership.
33 § 11. Subdivision (d) of section 121-902 of the partnership law is
34 REPEALED and a new subdivision (d) is added to read as follows:
35 (d) (i) The department of state shall make such instruments available
36 on its state register website, and must maintain electronic copies of
37 the instruments in a fully searchable format that is available to the
38 public. The department of state shall also transmit a copy of such
39 instrument to the department of law within seven days of filing. The
40 department of law shall publish the instrument on its "NY Open Govern-
41 ment" website or analogous website no more than seven days after receipt
42 from the department of state.
43 (ii) The department of state shall publish notice of article filings
44 and any signed certificate of amendment or other certificates filed
45 pursuant to this chapter on its state register website, which shall
46 include without limitation: (1) the name of the foreign limited partner-
47 ship; (2) the date of filing of the articles of organization with the
48 department of state and, if the date of the formation is not the date of
49 filing of the articles of organization, the date of formation of the
50 foreign limited partnership; (3) the county within the state, in which
51 the office of the foreign limited partnership is located; (4) the street
52 address of the principal business location, if any; (5) a statement that
53 the secretary of state has been designated as agent of the foreign
54 limited partnership upon whom process against it may be served and the
55 post office address within or without the state to which the secretary
56 of state shall mail a copy of any process against it served upon them;
S. 6483 6
1 (6) if the foreign limited partnership is to have a registered agent,
2 their name and address within the state and a statement that the regis-
3 tered agent is to be the agent of the foreign limited partnership upon
4 whom process against it may be served; (7) if the foreign limited part-
5 nership is to have a specific date of dissolution in addition to the
6 events of dissolution set forth in article six of this chapter, the
7 latest date upon which the foreign limited partnership is to dissolve;
8 and (8) the character or purpose of the business of such foreign limited
9 partnership.
10 § 12. Paragraph (II) of subdivision (a) of section 121-1500 of the
11 partnership law is REPEALED and a new paragraph (II) is added to read as
12 follows:
13 (II)(A) The department of state shall make such instruments available
14 on its state register website, and must maintain electronic copies of
15 the instruments in a fully searchable format that is available to the
16 public. The department of state shall also transmit a copy of such
17 instrument to the department of law within seven days of filing. The
18 department of law shall publish the instrument on its "NY Open Govern-
19 ment" website or analogous website no more than seven days after receipt
20 from the department of state.
21 (B) The department of state shall publish notice of article filings
22 and any signed certificate of amendment or other certificates filed
23 pursuant to this chapter on its state register website, which shall
24 include without limitation: (1) the name of the limited liability part-
25 nership; (2) the date of filing of the articles of organization with the
26 department of state and, if the date of the formation is not the date of
27 filing of the articles of organization, the date of formation of the
28 limited liability partnership; (3) the county within the state, in which
29 the office of the limited liability partnership is located; (4) the
30 street address of the principal business location, if any; (5) a state-
31 ment that the secretary of state has been designated as agent of the
32 limited liability partnership upon whom process against it may be served
33 and the post office address within or without the state to which the
34 secretary of state shall mail a copy of any process against it served
35 upon them; (6) if the limited liability partnership is to have a regis-
36 tered agent, their name and address within the state and a statement
37 that the registered agent is to be the agent of the limited liability
38 partnership upon whom process against it may be served; (7) if the
39 limited liability partnership is to have a specific date of dissolution
40 in addition to the events of dissolution set forth in article six of
41 this chapter, the latest date upon which the limited liability partner-
42 ship is to dissolve; and (8) the character or purpose of the business of
43 such limited liability partnership.
44 § 13. Paragraph (II) of subdivision (f) of section 121-1502 of the
45 partnership law is REPEALED and a new paragraph (II) is added to read as
46 follows:
47 (II)(A) The department of state shall make such instruments available
48 on its state register website, and must maintain electronic copies of
49 the instruments in a fully searchable format that is available to the
50 public. The department of state shall also transmit a copy of such
51 instrument to the department of law within seven days of filing. The
52 department of law shall publish the instrument on its "NY Open Govern-
53 ment" website or analogous website no more than seven days after receipt
54 from the department of state.
55 (B) The department of state shall publish notice of article filings
56 and any signed certificate of amendment or other certificates filed
S. 6483 7
1 pursuant to this chapter on its state register website, which shall
2 include without limitation: (1) the name of the foreign limited liabil-
3 ity partnership; (2) the date of filing of the articles of organization
4 with the department of state and, if the date of the formation is not
5 the date of filing of the articles of organization, the date of forma-
6 tion of the foreign limited liability partnership; (3) the county within
7 the state, in which the office of the foreign limited liability partner-
8 ship is located; (4) the street address of the principal business
9 location, if any; (5) a statement that the secretary of state has been
10 designated as agent of the foreign limited liability partnership upon
11 whom process against it may be served and the post office address within
12 or without the state to which the secretary of state shall mail a copy
13 of any process against it served upon them; (6) if the foreign limited
14 liability partnership is to have a registered agent, their name and
15 address within the state and a statement that the registered agent is to
16 be the agent of the foreign limited liability partnership upon whom
17 process against it may be served; (7) if the foreign limited liability
18 partnership is to have a specific date of dissolution in addition to the
19 events of dissolution set forth in article six of this chapter, the
20 latest date upon which the foreign limited liability partnership is to
21 dissolve; and (8) the character or purpose of the business of such
22 foreign limited liability partnership.
23 § 14. Subdivision (f) of section 121-1300 of the partnership law is
24 REPEALED.
25 § 15. Section 121-1300 of the partnership law is amended by adding a
26 new subdivision (t) to read as follows:
27 (t) For the electronic publication of any documents required to be
28 filed with the department pursuant to section 121-202, 121-902, 121-1500
29 or 121-1502 of this chapter, fifty dollars.
30 § 16. Subdivisions (a-1) and (a-2) of section 121-101 of the partner-
31 ship law are REPEALED.
32 § 17. Subdivision 4 of section 23.03 of the arts and cultural affairs
33 law is REPEALED.
34 § 18. The state finance law is amended by adding a new section 89-l to
35 read as follows:
36 § 89-l. Department of state modernization fund. 1. There is hereby
37 established in the custody of the comptroller a special fund to be known
38 as the "department of state modernization fund". The moneys in such fund
39 shall be available for payment of any and all costs and expenditures
40 incurred in performing modernization and security of the department of
41 state's public-facing website, and for developing alternatives to phys-
42 ical publication of documents required to be filed pursuant to article
43 eleven of the limited liability company law, including costs and
44 expenses incidental and appurtenant thereto.
45 2. Moneys in the fund shall be kept separately from and shall not be
46 commingled with any other moneys in the custody of the state comp-
47 troller.
48 3. The fund shall consist of the revenues required to be deposited
49 therein pursuant to the provisions of subdivision (w) of section eleven
50 hundred one of the limited liability company law and subdivision (t) of
51 section 121-1300 of the partnership law, and all other moneys credited
52 or transferred thereto from any other fund or source pursuant to law.
53 4. The moneys in such fund shall be appropriated by the legislature
54 and paid out on the warrant of the state comptroller.
55 § 19. This act shall take effect on the one hundred eightieth day
56 after it shall have become a law. Effective immediately the addition,
S. 6483 8
1 amendment and/or repeal of any rule or regulation necessary for the
2 implementation of this act on its effective date are authorized to be
3 made and completed on or before such effective date.
