NY State Senate Bill 2019-S3361

Senate Bill S3361

2019-2020 Legislative Session

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

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Archive: Last Bill Status - In Senate Committee Corporations, Authorities And Commissions 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

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	Assembly Actions - Lowercase Senate Actions - UPPERCASE
Jan 08, 2020	referred to corporations, authorities and commissions
Feb 06, 2019	referred to corporations, authorities and commissions

co-Sponsors

2019-S3361 (ACTIVE) - Details

See Assembly Version of this Bill:: A7642
Current Committee:: Senate 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:: 2021-2022: S1481, A2551
2023-2024: S4716, A7648

2019-S3361 (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; and repeals certain provisions of the limited liability company law, the partnership law and the arts and cultural affairs law relating thereto.

2019-S3361 (ACTIVE) - Sponsor Memo

                                
 
BILL NUMBER: S3361

SPONSOR: KRUEGER
 
TITLE OF BILL:  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
department 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 certif-
icates of publication; to repeal subdivision b of section 802, paragraph
2 of subdivision (c) of section 1203 and subdivision (d) of section 1206
of the limited liability company law and subdivision (c) of section
121-201, subdivision (d) of section 121-902, paragraph (II) of subdivi-
sion (a) of section 121-1500 and paragraph (II) of subdivision (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 publication; and to repeal
subdivision 4 of section 23.03 of the arts and cultural affairs law,
relating to theatrical production company publication requirements

 
PURPOSE OR GENERAL IDEA OF BILL:

Repeals publication requirements of articles of organization under the
limited liabilities and partnership laws and creates an online filing
requirement with the department of state with additional online disclo-
sure of limited liability company and partnership filings

 
SUMMARY OF SPECIFIC PROVISIONS:

Removes the publication requirements for conversions of partnerships or
limited partnerships to limited liability corporations and eliminates
the filing fees for the affidavits of publication.

Repeals sections of the limited liability company law in relation to the
publication requirements for articles of organization of limited liabil-
ity companies, foreign limited liability companies, professional service
limited liability companies and foreign professional service limited
liability companies.

Repeals sections of the partnership law in relation to the publication
requirements for articles of organization of limited partnerships and
limited liability partnerships, foreign limited liability companies,
professional service limited liability companies and foreign profes-
sional service limited liability companies.

Amends section 1203 of the limited liability company law to remove these
requirements for professional services limited liability companies.

Requires that department of state promulgate rules and regulations for
the on-line filing of articles and certificates and establishes stand-
ards for electronic access to limited liability company and partnership
filings.



Establishes a fee of $50.00 for the on-line filing of documents with the
department of state and establishes a fund to provide for modernization
of Department of State online resources.

 
JUSTIFICATION:

The intent of the Legislature when enacting the LLC Law in 1994 was to
allow businesses to enjoy the advantages of incorporation, without
requiring them to adopt the organizational constraints of the business
corporation law. This was intended to be particularly useful for small
businesses.

The LLC and the Partnership Laws require that after the articles of
organization have been filed, the LLC must publish a copy of the arti-
cles or a notice of their substance, once a week, for six consecutive
weeks, in two newspapers designated by the county clerk from the county
where the LLC is located. The LLC or partnership is then required to
file affidavits of publication within 120 days and pay an additional fee
of $50.00. These requirements are both unnecessary and very expensive -
sometimes prohibitively so, as the designated newspapers have an effec-
tive monopoly in setting the charges for notices. Also, there are no
similar requirements in the Business Corporation Law.

The transparency that publishing this information allows can be better
achieved today through the internet. Indeed, the Department of State
already maintains an excellent publicly-accessible online database.
However, current law does not require electronic access to articles of
organization or specify other information that must be provided online.

Passage of this legislation would remove onerous and unnecessary
requirements on LLCs and partnerships forming in New York state while
improving public access to information about LLCs. It is extraordinarily
difficult to find published information when or after it appears in
print in a daily or weekly local print publication.  Online filings will
improve a citizen's access-to this information.

 
PRIOR LEGISLATIVE HISTORY:

A.11287/S.8381 of 2008.
A.4496/S.1667 of 2009-2010
A.885/S.437 of 2011-2012
S3259/A942 2013-14
2015-2016: S.4274
A.8125/S.3360 of 2017-2018

 
FISCAL IMPLICATIONS:

None

 
EFFECTIVE DATE:
This act shall take effect on the one hundred eightieth day after it
shall have become law, provided, however that effective immediately the
department of state is directed and authorized to promulgate all rules
and regulations necessary to implement the provisions of this act on or
before its effective date.

2019-S3361 (ACTIVE) - Bill Text download pdf

                            
 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   3361
 
                        2019-2020 Regular Sessions
 
                             I N  S E N A T E
 
                             February 6, 2019
                                ___________
 
 Introduced  by  Sens.  KRUEGER,  HOYLMAN,  LIU -- read twice and ordered
   printed, and when printed to be committed to the Committee  on  Corpo-
   rations, 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 1206 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
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.

                                                            LBD06563-02-9

 S. 3361                             2
 
 department  of  state  a  signed  certificate  entitled  "Certificate of
 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:

 S. 3361                             3
 
   (B)(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  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

 S. 3361                             4
 
 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
 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.

 S. 3361                             5
 
   §  9.  Subdivisions  (a-1)  and  (e-1)  of  section 102 of the limited
 liability company law are REPEALED.
   §  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

 S. 3361                             6
 
 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 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.

 S. 3361                             7

   (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 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.

 S. 3361                             8
 
   § 19. This act shall take effect on  the  one  hundred  eightieth  day
 after  it  shall  have become a law. Effective immediately the addition,
 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.

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Senate Bill S3361

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Liz Krueger