NY State Senate Bill 2023-S2593

Current 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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Actions

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	Assembly Actions - Lowercase Senate Actions - UPPERCASE
Jan 03, 2024	referred to corporations, authorities and commissions
Jan 23, 2023	referred to corporations, authorities and commissions

2023-S2593 (ACTIVE) - Details

See Assembly Version of this Bill:: A3717
Current Committee:: Senate Corporations, Authorities And Commissions
Law Section:: Limited Liability Company Law
Laws Affected:: Amd §§102, 206, 802, 1203 & 1306, Lim Lil L; amd §§121-101, 121-201 & 121-902, Partn L
Versions Introduced in Other Legislative Sessions:: 2019-2020: S4293, A10677
2021-2022: S5737, A339

2023-S2593 (ACTIVE) - Summary

Relates to the definition of office and the content of notices published in newspapers.

2023-S2593 (ACTIVE) - Sponsor Memo

                                 
BILL NUMBER: S2593

SPONSOR: COMRIE
 
TITLE OF BILL:

An act to amend the limited liability company law and the partnership
law, in relation to the definition of office and the content of notices
published in newspapers

 
PURPOSE OR GENERAL IDEA OF BILL:

To require a specific geographic nexus between where a limited liability
company and/or a limited partnership is actually formed and conducts
business and the requirement that they publish notice of such formation
in a newspaper.

 
SUMMARY OF SPECIFIC PROVISIONS:

The limited liability company law and the partnership law are amended to
provide that for the purposes of defining the "office" of such compa-
nies, an actual location within the county of principal. and actual
business must be provided. The use of registered agents or post office

mailboxes alone that do not meet the above clarified standard would no
longer be acceptable for meeting publication requirements.

 
JUSTIFICATION:

From an accountability/transparency perspective, it makes sense that
when a limited liability company and/or a limited partnership is
required to publish their formation in a newspaper, they should have to
do so within the county where they will actually conduct business, as
opposed to a paper that has no geographical nexus to the community they
will operate in. Since legal notices are viewed as serving a public good
and purpose, there should be some nexus in law between where a partner-
ship is geographically located and the location of the paper that
discloses such formation in the interest of transparency.

 
PRIOR LEGISLATIVE HISTORY:

2022: S5737

 
FISCAL IMPLICATIONS FOR STATE AND LOCAL GOVERNMENTS:

None anticipated.

 
EFFECTIVE DATE:
This act shall take effect: immediately.

2023-S2593 (ACTIVE) - Bill Text download pdf

                             
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   2593
 
                        2023-2024 Regular Sessions
 
                             I N  S E N A T E
 
                             January 23, 2023
                                ___________
 
 Introduced  by  Sen.  COMRIE -- 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 the  definition  of  office  and  the  content  of
   notices published in newspapers

   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. Subdivision (s) of section 102  of  the  limited  liability
 company law is amended to read as follows:
   (s)  "Office of the limited liability company" means the office of the
 limited liability company, the location of which is stated in the  arti-
 cles  of organization of a domestic limited liability company, or in the
 application for authority of a foreign limited liability  company.  Such
 office  [need  not be a place where business activities are conducted by
 such limited liability company] SHALL BE A PLACE IN  THE  COUNTY  WITHIN
 THIS STATE OF THE PRINCIPAL AND ACTUAL BUSINESS LOCATION OF THE COMPANY.
 IN NO EVENT SHALL IT ONLY BE THE ADDRESS OF ITS REGISTERED AGENT, A POST
 OFFICE  MAILBOX,  OR  A  PRIVATE  MAILBOX AT A MAIL LOGISTICS CENTER FOR
 PURPOSES OF SATISFYING THE REQUIREMENTS  OF  SECTION  TWO  HUNDRED  SIX,
 EIGHT  HUNDRED TWO, ONE THOUSAND TWO HUNDRED THREE OR ONE THOUSAND THREE
 HUNDRED SIX OF THIS CHAPTER.
   § 2. Paragraph 3-a of subdivision (a) of section 206  of  the  limited
 liability  company law, as amended by chapter 44 of the laws of 2006, is
 amended to read as follows:
   (3-a) the street address of the principal business location[, if any];
   § 3. Subparagraph 4-a of paragraph (i) of subdivision (b)  of  section
 802  of  the  limited liability company law, as amended by chapter 44 of
 the laws of 2006, is amended to read as follows:
   (4-a) the street address of the principal business location[, if any];

  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD02082-01-3
 S. 2593                             2

 
   § 4. Clause (iii-a) of subparagraph (A) of paragraph 2 of  subdivision
 (c)  of section 1203 of the limited liability company law, as amended by
 chapter 44 of the laws of 2006, is amended to read as follows:
   (iii-a)  the  street  address  of the principal business location[, if
 any];
   § 5. Subparagraph 4-a of paragraph (i) of subdivision (d)  of  section
 1306  of  the limited liability company law, as amended by chapter 44 of
 the laws of 2006, is amended to read as follows:
   (4-a) the street address of the principal business location[, if any];
   § 6. Subdivision (j) of section 121-101 of  the  partnership  law,  as
 added by chapter 950 of the laws of 1990, is amended to read as follows:
   (j)  "Office  of  limited partnership" means the office of THE LIMITED
 PARTNERSHIP, the location of which  is  stated  in  the  certificate  of
 limited  partnership of a domestic limited partnership, or in the appli-
 cation for authority of a foreign limited partnership or  any  amendment
 thereof.  Such office [need not be a place where business activities are
 conducted by such limited partnership] SHALL BE A PLACE  IN  THE  COUNTY
 WITHIN  THIS  STATE OF THE PRINCIPAL AND ACTUAL BUSINESS LOCATION OF THE
 PARTNERSHIP. IN NO EVENT SHALL IT ONLY BE THE ADDRESS OF ITS  REGISTERED
 AGENT,  A  POST OFFICE MAILBOX, OR A PRIVATE MAILBOX AT A MAIL LOGISTICS
 CENTER FOR PURPOSES OF SATISFYING THE REQUIREMENTS OF SECTION 121-201 OR
 121-902 OF THIS CHAPTER.
   § 7. Subparagraph 3-a of paragraph (i) of subdivision (c)  of  section
 121-201  of the partnership law, as amended by chapter 44 of the laws of
 2006, is amended to read as follows:
   (3-a) the street address of the principal business location[, if any];
   § 8. Subparagraph 4-a of paragraph (i) of subdivision (d)  of  section
 121-902  of the partnership law, as amended by chapter 44 of the laws of
 2006, is amended to read as follows:
   (4-a) the street address of the principal business location[, if any];
   § 9. This act shall take effect immediately.

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Senate Bill S2593

Sponsored By

Current Bill Status - In Senate Committee Corporations, Authorities And Commissions Committee

2023-S2593 (ACTIVE) - Details

2023-S2593 (ACTIVE) - Summary

2023-S2593 (ACTIVE) - Sponsor Memo

2023-S2593 (ACTIVE) - Bill Text download pdf

Comments

Senate Bill S2593

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Sponsored By

Leroy Comrie

Current Bill Status - In Senate Committee Corporations, Authorities And Commissions Committee

2023-S2593 (ACTIVE) - Details

2023-S2593 (ACTIVE) - Summary

2023-S2593 (ACTIVE) - Sponsor Memo

2023-S2593 (ACTIVE) - Bill Text download pdf

Comments