301-A. Resignation for receipt of process. (a) The party (or his/her
legal representative) whose post office address has been supplied by a
domestic limited liability company or foreign limited liability company
as its address for process may resign. A certificate entitled
"Certificate of Resignation for Receipt of Process under section 301-A
of the Limited Liability Company Law" shall be signed by such party and
delivered to the department of state. It shall set forth:

(1) the name of the limited liability company and the date that its
articles of organization or application for authority was filed by the
department of state.

(2) that the address of the party has been designated by the limited
liability company as the post office address to which the secretary of
state shall mail a copy of any process served on the secretary of state
as agent for such limited liability company, and that such party wishes
to resign.

(3) that sixty days prior to the filing of the certificate of
resignation with the department of state the party has sent a copy of
the certificate of resignation for receipt of process by registered or
certified mail to the address of the registered agent of the designated
limited liability company, if other than the party filing the
certificate of resignation, for receipt of process, or if the resigning
limited liability company has no registered agent, then to the last
address of the designated limited liability company known to the party,
specifying the address to which the copy was sent. If there is no
registered agent and no known address of the designating limited
liability company, the party shall attach an affidavit to the
certificate stating that a diligent but unsuccessful search was made by
the party to locate the limited liability company, specifying what
efforts were made.

(4) that the designated limited liability company is required to
deliver to the department of state a certificate of amendment or change
providing for the designation by the limited liability company of a new
address, and that upon its failure to file such certificate its
authority to do business in this state shall be suspended.

(b) Upon the failure of the designating limited liability company to
file a certificate of amendment or certificate of change providing for
the designation by the limited liability company of the new address
after the filing of a certificate of resignation for receipt of process
with the secretary of state, its authority to do business in this state
shall be suspended.

(c) The filing by the department of state of a certificate of
amendment or certificate of change or the filing of a statement under
section three hundred one of this article providing for a new address by
a designating limited liability company shall annul the suspension and
its authority to do business in this state shall be restored and
continued as if no suspension had occurred.

(d) The resignation for receipt of process shall become effective upon
the filing by the department of state of a certificate of resignation
for receipt of process.

(e)(1) In any case in which a limited liability company suspended
pursuant to this section would be subject to the personal or other
jurisdiction of the courts of this state under article three of the
civil practice law and rules, process against such limited liability
company may be served upon the secretary of state as its agent pursuant
to this section. Such process may be issued in any court in this state
having jurisdiction of the subject matter.

(2) Service of such process upon the secretary of state shall be made
by personally delivering to and leaving with him or his deputy, or with
any person authorized by the secretary of state to receive such service,
at the office of the department of state in the city of Albany, a copy
of such process together with the statutory fee, which fee shall be a
taxable disbursement. Such service shall be sufficient if notice thereof
and a copy of the process are:

(i) delivered personally within or without that state to such limited
liability company by a person and in the manner authorized to serve
process by law of the jurisdiction in which service is made, or

(ii) sent by or on behalf of the plaintiff to such limited company by
registered or certified mail with return receipt requested to the last
address of such limited liability company known to the plaintiff.

(3)(i) Where service of a copy of process was effected by personal
service, proof of service shall be by affidavit of compliance with the
section filed, together with the process, within thirty days after such
service, with the clerk of the court in which the action or special
proceeding is pending. Service of process shall be complete ten days
after such papers are filed with the clerk of the court.

(ii) Where service of a copy of process was effected by mailing in
accordance with this section, proof of service shall be by affidavit of
compliance with this section filed, together with the process, within
thirty days after receipt of the return receipt signed by the limited
liability company or other official proof of delivery or of the original
envelope mailed. If a copy of the process is mailed in accordance with
this section, there shall be filed with the affidavit of compliance
either the return receipt signed by such limited company or other
official proof of delivery, if acceptance was refused by it, the
original envelope with a notation by the postal authorities that
acceptance was refused. If acceptance was refused a copy of the notice
and process together with notice of the mailing by registered or
certified mail and refusal to accept shall be promptly sent to such
limited liability company at the same address by ordinary mail and the
affidavit of compliance shall so state. Service of process shall be
complete ten days after such papers are filed with the clerk of the
court. The refusal to accept delivery of the registered or certified
mail or to sign the return receipt shall not affect the validity of the
service and such limited liability company refusing to accept such
registered or certified mail shall be charged with knowledge of the
contents thereof.

(4) Service made as provided in this section without the state shall
have the same force as personal service made within this state.

(5) Nothing in this section shall affect the right to serve process in
any other manner permitted by law.