§ 802. Application for authority. (a) Before doing business in this
state, a foreign limited liability company shall apply for authority to
do business in this state by submitting to the department of state (i) a
certificate of existence or, if no such certificate is issued by the
jurisdiction of formation, a certified copy of the articles of
organization of the limited liability company and all subsequent
amendments thereto or, if no articles of organization have been filed, a
certified copy of the certificate filed as its organizational basis and
all amendments thereto (if such certificate or certified copy is in a
foreign language, a translation in English thereof under oath of the
translator shall be attached thereto) and (ii) an application for
authority as a foreign limited liability company entitled "Application
for authority of... (name of foreign limited liability company) under
section eight hundred two of the Limited Liability Company Law," signed
and setting forth:

(1) the name of the foreign limited liability company and, if a
foreign liability company's name is not acceptable for authorization
pursuant to section two hundred four of this chapter, the fictitious
name under which it proposes to apply for authority and do business in
this state, which name shall be in compliance with section two hundred
four of this chapter and shall be used by the foreign limited liability
company in all its dealings with the department of state and in the
conduct of its business in this state. The provisions of section one
hundred thirty of the general business law shall not apply to any
fictitious name filed by a foreign limited liability company pursuant to
this section, and a filing under section one hundred thirty of the
general business law shall not constitute the adoption of a fictitious
name;

(2) the jurisdiction and date of its organization;

(3) the county within this state in which the office of the foreign
limited liability company is to be located or if the foreign limited
liability company shall maintain more than one office in this state, the
county within the state in which the principal office of the foreign
limited liability company is to be located;

(4) a designation of the secretary of state as its agent upon whom
process against it may be served and the post office address within or
without this state to which the secretary of state shall mail a copy of
any process against it served upon him or her. The limited liability
company may include an email address to which the secretary of state
shall email a notice of the fact that process against it has been
electronically served upon him or her;

(5) if it 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 its
agent upon whom process may be served;

(6) the address of the office required to be maintained in the
jurisdiction of its formation by the laws of that jurisdiction or, if
not so required, of the principal office of the foreign limited
liability company;

* (7) a statement that the foreign limited liability company is in
existence in the jurisdiction of its formation at the time of the filing
of such application; and

* NB Effective until January 1, 2026

* (7) a statement that the foreign limited liability company is in
existence in the jurisdiction of its formation at the time of the filing
of such application; and

* NB Effective January 1, 2026

* (8) the name and address of the authorized officer in the
jurisdiction of its formation where a copy of its articles of
organization is filed or, if no public filing of its articles of
organization is required by the law of the jurisdiction of formation, a
statement that the foreign limited liability company shall provide, on
request, a copy thereof with all amendments thereto (if such documents
are in a foreign language, a translation in English thereof under oath
of the translator shall be attached thereto), and the name and post
office address of the person responsible for providing such copies.

* NB Effective until January 1, 2026

* (8) the name and address of the authorized officer in the
jurisdiction of its formation where a copy of its articles of
organization is filed or, if no public filing of its articles of
organization is required by the law of the jurisdiction of formation, a
statement that the foreign limited liability company shall provide, on
request, a copy thereof with all amendments thereto (if such documents
are in a foreign language, a translation in English thereof under oath
of the translator shall be attached thereto), and the name and post
office address of the person responsible for providing such copies.

* NB Effective January 1, 2026

(b) (i) Within one hundred twenty days after the filing of the
application for authority with the department of state, a copy of the
same or a notice containing the substance thereof shall be published
once in each week for six successive weeks, in two newspapers of the
county within this state in which the office of the foreign limited
liability company is located, one newspaper to be printed weekly and one
newspaper to be printed daily, to be designated by the county clerk.
When such county is located within a city with a population of one
million or more, such designation shall be as though the copy or notice
were a notice or advertisement of judicial proceedings. Proof of the
publication required by this paragraph, consisting of the certificate of
publication of the foreign limited liability company with the affidavits
of publication of such newspapers annexed thereto, must be filed with
the department of state. Notwithstanding any other provision of law, if
the office of the foreign limited liability company is located in a
county wherein a weekly or daily newspaper of the county, or both, has
not been so designated by the county clerk, then the publication herein
required shall be made in a weekly or daily newspaper of any county, or
both, as the case may be, which is contiguous to, such county, provided
that any such newspaper meets all the other requirements of this
paragraph. A copy or notice published in a newspaper other than the
newspaper or newspapers designated by the county clerk shall not be
deemed to be one of the publications required by this subdivision. The
notice shall include: (l) the name of the foreign limited liability
company; (2) the date of filing of the application for authority with
the department of state; (3) the jurisdiction and date of its
organization; (4) the county within this state, in which the office of
the foreign limited liability company is located; (4-a) 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 this 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 this 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) the address of the office required to be maintained in the
jurisdiction of its organization by the laws of that jurisdiction or, if
not so required, of the principal office of the foreign limited
liability company; (8) the name and address of the authorized officer in
its jurisdiction of organization where a copy of its certificate of
organization is filed or, if no public filing of its certificate of
organization is required by the law of its jurisdiction of organization,
a statement that the foreign limited liability company shall provide, on
request, a copy thereof with all amendments thereto (if such documents
are in a foreign language, a translation thereof under oath of the
translator shall be attached thereto), and the name and post office
address of the person responsible for providing such copies; and (9) the
character or purpose of the business of such foreign limited liability
company. Where, at any time after completion of the first of the six
weekly publications required by this paragraph and prior to the
completion of the sixth such weekly publication, there is a change in
any of the information contained in the copy or notice as published, the
foreign limited liability company may complete the remaining
publications of the original copy or notice, and the foreign limited
liability company shall not be required to publish any further or
amended copy or notice. Where, at any time after completion of the six
weekly publications required by this paragraph, there is a change to any
of the information contained in the copy or notice as published, no
further or amended publication or republication shall be required to be
made. If within one hundred twenty days after the filing of its
application for authority with the department of state, proof of such
publication, consisting of the certificate of publication of the foreign
limited liability company with the affidavits of publication of the
newspapers annexed thereto has not been filed with the department of
state, the authority of such foreign limited liability company to carry
on, conduct or transact any business in this state shall be suspended,
effective as of the expiration of such one hundred twenty day period.
The failure of a foreign limited liability company to cause such copy or
notice to be published and such certificate of publication and
affidavits of publication to be filed with the department of state
within such one hundred twenty day period or the suspension of such
foreign limited liability company's authority to carry on, conduct or
transact business in this state pursuant to this paragraph shall not
limit or impair the validity of any contract or act of such foreign
limited liability company, or any right or remedy of any other party
under or by virtue of any contract, act or omission of such foreign
limited liability company, or the right of any other party to maintain
any action or special proceeding on any such contract, act or omission,
or right of such foreign limited liability company to defend any action
or special proceeding in this state, or result in any member, manager or
agent of such foreign limited liability company becoming liable for the
contractual obligations or other liabilities of the foreign limited
liability company. If, at any time following the suspension of a foreign
limited liability company's authority to carry on, conduct or transact
business in this state pursuant to this paragraph, such foreign limited
liability company shall cause proof of publication in substantial
compliance with the provisions (other than the one hundred twenty day
period) of this paragraph, consisting of the certificate of publication
of the foreign limited liability company with the affidavits of
publication of the newspapers annexed thereto, to be filed with the
department of state, such suspension of such foreign limited liability
company's authority to carry on, conduct or transact business shall be
annulled.

(ii)(1) A foreign limited liability company which was formed and filed
its application for authority with the department of state prior to the
effective date of this paragraph and complied with the publication and
filing requirements of this subdivision as in effect prior to such
effective date shall not be required to make any publication or
republication or any filing under paragraph (i) of this subdivision, and
shall not be subject to suspension pursuant to this subdivision.

(2) Within twelve months after the effective date of this paragraph, a
foreign limited liability company which was formed and filed its
application for authority with the department of state prior to such
effective date and which did not comply with the publication and filing
requirements of this subdivision as in effect prior to such effective
date shall publish a copy of its application for authority or a notice
containing the substance thereof in the manner required (other than the
one hundred twenty day period) by this subdivision as in effect prior to
such effective date and file proof of such publication, consisting of
the certificate of publication of the foreign limited liability company
with the affidavits of publication of the newspapers annexed thereto,
with the department of state.

(3) If a foreign limited liability company that is subject to the
provisions of subparagraph two of this paragraph fails to file the
required proof of publication with the department of state within twelve
months after the effective date of this paragraph, its authority to
carry on, conduct or transact any business in this state shall be
suspended, effective as of the expiration of such twelve month period.

(4) The failure of a foreign limited liability company that is subject
to the provisions of subparagraph two of this paragraph to fully comply
with the provisions of said subparagraph two or the suspension of such
foreign limited liability company's authority to carry on, conduct or
transact any business in this state pursuant to subparagraph three of
this paragraph shall not impair or limit the validity of any contract or
act of such foreign limited liability company, or any right or remedy of
any other party under or by virtue of any contract, act or omission of
such foreign limited liability company, or the right of any other party
to maintain any action or special proceeding on any such contract, act
or omission, or right of such foreign limited liability company to
defend any action or special proceeding in this state, or result in any
member, manager or agent of such foreign limited liability company
becoming liable for the contractual obligations or other liabilities of
the foreign limited liability company.

(5) If, at any time following the suspension of a foreign limited
liability company's authority to carry on, conduct or transact business
in this state, pursuant to subparagraph three of this paragraph, such
foreign limited liability company shall cause proof of publication in
substantial compliance with the provisions (other than the one hundred
twenty day period) of paragraph (i) of this subdivision, consisting of
the certificate of publication of the foreign limited liability company
with the affidavits of publication of the newspapers annexed thereto, to
be filed with the department of state, such suspension of such foreign
limited liability company's authority to carry on, conduct or transact
business shall be annulled.

(6) For the purposes of this paragraph, a foreign limited liability
company which was formed and filed its application for authority with
the department of state prior to the effective date of this paragraph
shall be deemed to have complied with the publication and filing
requirements of this subdivision as in effect prior to such effective
date if (i) the foreign limited liability company was formed and filed
its application for authority with the department of state on or after
January first, nineteen hundred ninety-nine and prior to such effective
date and the foreign limited liability company filed at least one
affidavit of the printer or publisher of a newspaper with the department
of state at any time prior to such effective date, or (ii) the foreign
limited liability company was formed and filed its application for
authority with the department of state prior to January first, nineteen
hundred ninety-nine, without regard to whether the foreign limited
liability company did or did not file any affidavit of the printer or
publisher of a newspaper with the secretary of state.

(iii) The information in a notice published pursuant to this
subdivision shall be presumed to be in compliance with and satisfaction
of the requirements of this subdivision.