S04716 Summary:

BILL NOS04716
 
SAME ASSAME AS A07648
 
SPONSORKRUEGER
 
COSPNSRHOYLMAN-SIGAL, LIU
 
MLTSPNSR
 
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-k, 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.
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S04716 Actions:

BILL NOS04716
 
02/14/2023REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS
01/03/2024REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS
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S04716 Committee Votes:

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S04716 Floor Votes:

There are no votes for this bill in this legislative session.
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S04716 Text:



 
                STATE OF NEW YORK
        ________________________________________________________________________
 
                                          4716
 
                               2023-2024 Regular Sessions
 
                    IN SENATE
 
                                    February 14, 2023
                                       ___________
 
        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.
                                                                   LBD00410-01-3

        S. 4716                             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 him or
    45  her; (6) if the limited liability company is to have a registered agent,
    46  his or her name and address within the state and a  statement  that  the
    47  registered  agent  is  to  be the agent of the limited liability company
    48  upon 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. 4716                             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 him or her; (6) if the foreign limited liability company  is
    24  to have a registered agent, his or her name and address within the state
    25  and  a  statement  that  the  registered agent is to be the agent of the
    26  foreign limited liability company upon whom process against  it  may  be
    27  served;  (7)  if  the  foreign  limited  liability  company is to have a
    28  specific date of dissolution in addition to the  events  of  dissolution
    29  set  forth in section seven hundred one of this chapter, the latest date
    30  upon which the foreign limited liability company is to dissolve; and (8)
    31  the character or purpose of the business of such foreign limited liabil-
    32  ity 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. 4716                             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  him or her; (6) if the professional service limited liability company is
     4  to have a registered agent, his or her name and address within the state
     5  and  a  statement  that  the  registered agent is to be the agent of the
     6  professional service limited liability company upon whom process against
     7  it may be served; (7) if  the  professional  service  limited  liability
     8  company  is  to  have  a specific date of dissolution in addition to the
     9  events of dissolution set forth in section seven  hundred  one  of  this
    10  chapter,  the  latest  date  upon which the professional service limited
    11  liability company is to dissolve; and (8) the character  or  purpose  of
    12  the business of 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 him or her;  (6)  if  the  foreign
    39  professional  service  limited liability company is to have a registered
    40  agent, his or her name and address within the state and a statement that
    41  the registered agent is to be the  agent  of  the  foreign  professional
    42  service  limited  liability  company upon whom process against it may be
    43  served; (7) if the foreign professional service limited liability compa-
    44  ny is to have a specific date of dissolution in addition to  the  events
    45  of  dissolution  set forth in section seven hundred one of this chapter,
    46  the latest date upon which  the  foreign  professional  service  limited
    47  liability  company  is  to dissolve; and (8) the character or purpose of
    48  the business of such  foreign  professional  service  limited  liability
    49  company.
    50    §  8.  Section 1101 of the limited liability company law is amended by
    51  adding a new subdivision (w) to read as follows:
    52    (w) For the electronic publication of any  documents  required  to  be
    53  filed  with  the  department pursuant to section two hundred nine, eight
    54  hundred two, twelve hundred three or thirteen hundred six of this  chap-
    55  ter, fifty dollars.

        S. 4716                             5
 
     1    §  9.  Subdivisions  (a-1)  and  (e-1)  of  section 102 of the limited
     2  liability company law are REPEALED.
     3    §  10.  Subdivision  (c)  of section 121-201 of the partnership law is
     4  REPEALED and a new subdivision (c) is added to read as follows:
     5    (c)(i) The department of state shall make such  instruments  available
     6  on  its  state  register website, and must maintain electronic copies of
     7  the instruments in a fully searchable format that is  available  to  the
     8  public.  The  department  of  state  shall  also transmit a copy of such
     9  instrument to the department of law within seven  days  of  filing.  The
    10  department  of  law shall publish the instrument on its "NY Open Govern-
    11  ment" website or analogous website no more than seven days after receipt
    12  from the department of state.
    13    (ii) The department of state shall publish notice of  article  filings
    14  and  any  signed  certificate  of  amendment or other certificates filed
    15  pursuant to this chapter on its  state  register  website,  which  shall
    16  include without limitation: (1) the name of the limited partnership; (2)
    17  the  date  of filing of the articles of organization with the department
    18  of state and, if the date of the formation is not the date of filing  of
    19  the articles of organization, the date of formation of the limited part-
    20  nership;  (3)  the  county  within the state, in which the office of the
    21  limited partnership is located; (4) the street address of the  principal
    22  business  location,  if any; (5) a statement that the secretary of state
    23  has been designated as agent of the limited partnership upon whom  proc-
    24  ess against it may be served and the post office address within or with-
    25  out  the  state to which the secretary of state shall mail a copy of any
    26  process against it served upon him or her; (6) if the  limited  partner-
    27  ship  is  to have a registered agent, his or her name and address within
    28  the state and a statement that the registered agent is to be  the  agent
    29  of  the  limited partnership upon whom process against it may be served;
    30  (7) if the limited partnership is to have a specific date of dissolution
    31  in addition to the events of dissolution set forth  in  article  six  of
    32  this  chapter,  the latest date upon which the limited partnership is to
    33  dissolve; and (8) the character or  purpose  of  the  business  of  such
    34  limited partnership.
    35    §  11.  Subdivision  (d)  of section 121-902 of the partnership law is
    36  REPEALED and a new subdivision (d) is added to read as follows:
    37    (d) (i) The department of state shall make such instruments  available
    38  on  its  state  register website, and must maintain electronic copies of
    39  the instruments in a fully searchable format that is  available  to  the
    40  public.  The  department  of  state  shall  also transmit a copy of such
    41  instrument to the department of law within seven  days  of  filing.  The
    42  department  of  law shall publish the instrument on its "NY Open Govern-
    43  ment" website or analogous website no more than seven days after receipt
    44  from the department of state.
    45    (ii) The department of state shall publish notice of  article  filings
    46  and  any  signed  certificate  of  amendment or other certificates filed
    47  pursuant to this chapter on its  state  register  website,  which  shall
    48  include without limitation: (1) the name of the foreign limited partner-
    49  ship;  (2)  the  date of filing of the articles of organization with the
    50  department of state and, if the date of the formation is not the date of
    51  filing of the articles of organization, the date  of  formation  of  the
    52  foreign  limited  partnership; (3) the county within the state, in which
    53  the office of the foreign limited partnership is located; (4) the street
    54  address of the principal business location, if any; (5) a statement that
    55  the secretary of state has been  designated  as  agent  of  the  foreign
    56  limited  partnership  upon whom process against it may be served and the

        S. 4716                             6
 
     1  post office address within or without the state to which  the  secretary
     2  of  state shall mail a copy of any process against it served upon him or
     3  her; (6) if the foreign limited partnership  is  to  have  a  registered
     4  agent, his or her name and address within the state and a statement that
     5  the  registered agent is to be the agent of the foreign limited partner-
     6  ship upon whom process against it may be  served;  (7)  if  the  foreign
     7  limited  partnership  is to have a specific date of dissolution in addi-
     8  tion to the events of dissolution set forth in article six of this chap-
     9  ter, the latest date upon which the foreign limited  partnership  is  to
    10  dissolve;  and  (8)  the  character  or  purpose of the business of such
    11  foreign limited partnership.
    12    § 12. Paragraph (II) of subdivision (a) of  section  121-1500  of  the
    13  partnership law is REPEALED and a new paragraph (II) is added to read as
    14  follows:
    15    (II)(A)  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    (B)  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 limited liability  part-
    27  nership; (2) the date of filing of the articles of organization with the
    28  department of state and, if the date of the formation is not the date of
    29  filing  of  the  articles  of organization, the date of formation of the
    30  limited liability partnership; (3) the county within the state, in which
    31  the office of the limited liability  partnership  is  located;  (4)  the
    32  street  address of the principal business location, if any; (5) a state-
    33  ment that the secretary of state has been designated  as  agent  of  the
    34  limited liability partnership upon whom process against it may be served
    35  and  the  post  office  address within or without the state to which the
    36  secretary of state shall mail a copy of any process  against  it  served
    37  upon  him  or her; (6) if the limited liability partnership is to have a
    38  registered agent, his or her name and address within  the  state  and  a
    39  statement  that  the  registered agent is to be the agent of the limited
    40  liability partnership upon whom process against it may be served; (7) if
    41  the limited liability partnership is to have a specific date of  dissol-
    42  ution  in addition to the events of dissolution set forth in article six
    43  of this chapter, the latest date upon which the limited liability  part-
    44  nership is to dissolve; and (8) the character or purpose of the business
    45  of such limited liability partnership.
    46    §  13.  Paragraph  (II)  of subdivision (f) of section 121-1502 of the
    47  partnership law is REPEALED and a new paragraph (II) is added to read as
    48  follows:
    49    (II)(A) The department of state shall make such instruments  available
    50  on  its  state  register website, and must maintain electronic copies of
    51  the instruments in a fully searchable format that is  available  to  the
    52  public.  The  department  of  state  shall  also transmit a copy of such
    53  instrument to the department of law within seven  days  of  filing.  The
    54  department  of  law shall publish the instrument on its "NY Open Govern-
    55  ment" website or analogous website no more than seven days after receipt
    56  from the department of state.

        S. 4716                             7

     1    (B) The department of state shall publish notice  of  article  filings
     2  and  any  signed  certificate  of  amendment or other certificates filed
     3  pursuant to this chapter on its  state  register  website,  which  shall
     4  include  without limitation: (1) the name of the foreign limited liabil-
     5  ity  partnership; (2) the date of filing of the articles of organization
     6  with the department of state and, if the date of the  formation  is  not
     7  the  date  of filing of the articles of organization, the date of forma-
     8  tion of the foreign limited liability partnership; (3) the county within
     9  the state, in which the office of the foreign limited liability partner-
    10  ship is located; (4)  the  street  address  of  the  principal  business
    11  location,  if  any; (5) a statement that the secretary of state has been
    12  designated as agent of the foreign limited  liability  partnership  upon
    13  whom process against it may be served and the post office address within
    14  or  without  the state to which the secretary of state shall mail a copy
    15  of any process against it served upon him or her;  (6)  if  the  foreign
    16  limited  liability partnership is to have a registered agent, his or her
    17  name and address within the state and a statement  that  the  registered
    18  agent  is  to  be the agent of the foreign limited liability partnership
    19  upon whom process against it may be served; (7) if the  foreign  limited
    20  liability partnership is to have a specific date of dissolution in addi-
    21  tion to the events of dissolution set forth in article six of this chap-
    22  ter,  the  latest date upon which the foreign limited liability partner-
    23  ship is to dissolve; and (8) the character or purpose of the business of
    24  such foreign limited liability partnership.
    25    § 14. Subdivision (f) of section 121-1300 of the  partnership  law  is
    26  REPEALED.
    27    §  15.  Section 121-1300 of the partnership law is amended by adding a
    28  new subdivision (t) to read as follows:
    29    (t) For the electronic publication of any  documents  required  to  be
    30  filed with the department pursuant to section 121-202, 121-902, 121-1500
    31  or 121-1502 of this chapter, fifty dollars.
    32    §  16. Subdivisions (a-1) and (a-2) of section 121-101 of the partner-
    33  ship law are REPEALED.
    34    § 17. Subdivision 4 of section 23.03 of the arts and cultural  affairs
    35  law is REPEALED.
    36    § 18. The state finance law is amended by adding a new section 89-k to
    37  read as follows:
    38    §  89-k.  Department  of  state modernization fund. 1. There is hereby
    39  established in the custody of the comptroller a special fund to be known
    40  as the "department of state modernization fund". The moneys in such fund
    41  shall be available for payment of any and  all  costs  and  expenditures
    42  incurred  in  performing modernization and security of the department of
    43  state's public-facing website, and for developing alternatives to  phys-
    44  ical  publication  of documents required to be filed pursuant to article
    45  eleven of  the  limited  liability  company  law,  including  costs  and
    46  expenses incidental and appurtenant thereto.
    47    2.  Moneys  in the fund shall be kept separately from and shall not be
    48  commingled with any other moneys in  the  custody  of  the  state  comp-
    49  troller.
    50    3.  The  fund  shall  consist of the revenues required to be deposited
    51  therein pursuant to the provisions of subdivision (w) of section  eleven
    52  hundred  one of the limited liability company law and subdivision (t) of
    53  section 121-1300 of the partnership law, and all other  moneys  credited
    54  or transferred thereto from any other fund or source pursuant to law.
    55    4.  The  moneys  in such fund shall be appropriated by the legislature
    56  and paid out on the warrant of the state comptroller.

        S. 4716                             8
 
     1    § 19. This act shall take effect on  the  one  hundred  eightieth  day
     2  after  it  shall  have become a law. Effective immediately the addition,
     3  amendment and/or repeal of any rule  or  regulation  necessary  for  the
     4  implementation  of  this  act on its effective date are authorized to be
     5  made and completed on or before such date.
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