NEW YORK STATE ASSEMBLY MEMORANDUM IN SUPPORT OF LEGISLATION submitted in accordance with Assembly Rule III, Sec 1(f)
BILL NUMBER: A1231
SPONSOR: Paulin 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 busi-
ness must be provided. The use of registered agents or post office mail-
boxes 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:
A3717 of 2023 and 2024, referred to corporations, authorities and
commissions.
A.339 of 2022, referred to Corporations, Authorities and Commissions.
Same as S.5737, referred to Corporations, Authorities and Commissions.
A.10677, of 2020, referred to Corporations, Authorities and Commissions.
Same as S.4293, referred to Corporations, Authorities and Commissions.
FISCAL IMPLICATIONS FOR STATE.AND LOCAL GOVERNMENTS:
None anticipated.
EFFECTIVE DATE:
This act shall.take effect immediately.
