Amd SS1006, 1101, 102 & 209, rpld S206, Lim Lil L; amd S23.03, Arts & Cul L
Eliminates the requirement that limited liability companies publish their articles of organization and that limited liability partnerships publish their registrations.
NEW YORK STATE ASSEMBLY MEMORANDUM IN SUPPORT OF LEGISLATION submitted in accordance with Assembly Rule III, Sec 1(f)
BILL NUMBER: A942
SPONSOR: Kellner (MS) TITLE OF BILL: An act to amend the limited liability company law and
the arts and cultural affairs law, in relation to publication require-
ments; and to repeal section 206 of the limited liability company law,
relating to affidavits of publication
PURPOSE OR GENERAL IDEA OF BILL: Repeals publication requirements of
articles of organization under the limited liabilities laws and creates
an online filing requirement with the department of state.
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 section 206 of the limited liability company law in relation to
the publication requirements for articles of organization of limited
liability companies.
Requires that department of state promulgate rules and regulations for
the on-line filing of articles and certificates.
Establishes a fee of $50.00 for the on-line filing of documents with the
department of state.
JUSTIFICATION: The intent of the Legislature when enacting the LLCL
in 1994 was to allow businesses to enjoy the advantages of incorpo-
ration, without requiring them to adopt the organizational constraints
of the business corporation law. This is particularly useful for small
businesses.
§ 206 of the LLCL requires that after the articles of organization have
been filed, the LLC must publish a copy of the articles or a notice of
their substance, once a week, for six consecutive weeks, in two newspa-
pers from the county where the LLC is located. The LLC 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. 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. It
is extraordinarily difficult to find this 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.885 of 2011-12; A.4496 of 2009-10.
FISCAL IMPLICATIONS: Unknown.
EFFECTIVE DATE: This act shall take effect immediately.
STATE OF NEW YORK
________________________________________________________________________
942
2013-2014 Regular Sessions
IN ASSEMBLY(Prefiled)
January 9, 2013
___________
Introduced by M. of A. KELLNER, LUPARDO, GOTTFRIED, MAGNARELLI, JAFFEE,
HEVESI -- Multi-Sponsored by -- M. of A. CROUCH, FINCH, GABRYSZAK,
ORTIZ -- read once and referred to the Committee on Corporations,
Authorities and Commissions
AN ACT to amend the limited liability company law and the arts and
cultural affairs law, in relation to publication requirements; and to
repeal section 206 of the limited liability company law, relating to
affidavits of publication
The People of the State of New York, represented in Senate and Assem-bly, do enact as follows:
1 Section 1. The opening paragraph of subdivision (e) of section 1006 of
2 the limited liability company law, as amended by chapter 375 of the laws
3 of 1998, is amended to read as follows:
4 In connection with any conversion approved under subdivision (c) of
5 this section, the partnership or limited partnership shall file with the
6 department of state a signed certificate entitled "Certificate of
7 Conversion of ... (name partnership or limited partnership) to ... (name
8 of limited liability company) under section one thousand six of the
9 Limited Liability Company Law" [and shall also satisfy the publication
10 requirements of section two hundred six of this chapter]. Such certif-
11 icate shall include either:
12 § 2. Section 206 of the limited liability company law is REPEALED.
13 § 3. Subdivision (s) of section 1101 of the limited liability company
14 law, as amended by chapter 767 of the laws of 2005, is amended to read
15 as follows:
16 (s) For filing a certificate of publication with affidavits of publi-
17 cation annexed thereto pursuant to section [two hundred six,] eight
18 hundred two, twelve hundred three or thirteen hundred six of this chap-
19 ter, fifty dollars.
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[] is old law to be omitted.
LBD00951-01-3
A. 942 2
1 § 4. Section 209 of the limited liability company law is amended to
2 read as follows:
3 § 209. Filing with the department of state. A signed articles of
4 organization and any signed certificate of amendment or other certif-
5 icates filed pursuant to this chapter or of any judicial decree of
6 amendment or cancellation shall be delivered to the department of state.
7 If the instrument that is delivered to the department of state for
8 filing complies as to form with the requirements of law and the filing
9 fee required by any statute of this state in connection therewith has
10 been paid, the instrument shall be filed and indexed by the department
11 of state. The department of state shall not review such articles or
12 certificates for legal sufficiency; its review shall be limited to
13 determining that the form has been completed. The department of state
14 shall promulgate rules and regulations for the on-line filing of such
15 articles or certificates filed pursuant to this chapter or such amend-
16 ment or cancellation thereof.
17 § 5. Section 1101 of the limited liability company law is amended by
18 adding a new subdivision (w) to read as follows:
19 (w) For the on-line filing of any documents required to be filed with
20 the department pursuant to this chapter, fifty dollars.
21 § 6. Subdivisions (a-1) and (e-1) of section 102 of the limited
22 liability company law, subdivision (a-1) as amended by chapter 44 of the
23 laws of 2006 and subdivision (e-1) as added by chapter 767 of the laws
24 of 2005, are amended to read as follows:
25 (a-1) "Affidavit of publication" means the affidavit of the printer or
26 publisher of a newspaper in which a publication pursuant to sections
27 [two hundred six,] eight hundred two, one thousand two hundred three,
28 and one thousand three hundred six of this chapter has been made. The
29 affidavit of publication shall be in a form substantially as follows:
30 "Affidavit of Publication Under Section (specify applicable
31 section) of the Limited Liability Company Law
32 State of New York,
33 County of ________, ss.:
34 The undersigned is the printer (or publisher) of ______________ (name
35 of newspaper), a _________ (daily or weekly) newspaper published in
36 ________________, New York. A notice regarding _______________ (name of
37 limited liability company) was published in said newspaper once in each
38 week for six successive weeks, commencing on __________ and ending on
39 ________. The text of the notice as published in said newspaper is as
40 set forth below, or in the annexed exhibit. This newspaper has been
41 designated by the Clerk of ________ County for this purpose.
42 ____________ (signature)
43 __________(printed name),
44 (jurat)"
45 The text of the notice set forth in or annexed to each affidavit of
46 publication shall: (i) include only the text of the published notice,
47 (ii) be free of extraneous marks, and (iii) if submitted in paper form,
48 be printed on paper of such size, weight and color, and in ink of such
49 color, and in such font, and be in such other qualities and form not
50 inconsistent with any other provision of law as, in the judgment of the
51 secretary of state, will not impair the ability of the department of
52 state to include a legible and permanent copy thereof in its official
53 records. Nothing in this subdivision shall be construed as requiring the
54 department of state to accept for filing a document submitted in elec-
55 tronic form.
A. 942 3
1 (e-1) "Certificate of publication" means a certificate presented on
2 behalf of the applicable limited liability company to the department of
3 state together with the affidavits of publication pursuant to section
4 [two hundred six,] eight hundred two, one thousand two hundred three, or
5 one thousand three hundred six of this chapter. The certificate of
6 publication shall be in a form substantially as follows:
7 "Certificate of Publication of ______ (name of limited liability
8 company) Under Section ______ (specify applicable section) of the Limit-
9 ed Liability Company Law
10 The undersigned is the _________ (title) of ___________ (name of
11 limited liability company). The published notices described in the
12 annexed affidavits of publication contain all of the information
13 required by the above-mentioned section of the Limited Liability Company
14 Law. The newspapers described in such affidavits of publication satisfy
15 the requirements set forth in the Limited Liability Company Law and the
16 designation made by the county clerk. I certify the foregoing statements
17 to be true under penalties of perjury.
18 Date
19 Signature
20 Printed Name"
21 § 7. Subdivision 4 of section 23.03 of the arts and cultural affairs
22 law, as amended by chapter 767 of the laws of 2005, is amended to read
23 as follows:
24 4. A limited partnership that is a theatrical production company is
25 exempt from the requirement for publishing its certificate or notice
26 under sections ninety-one, 121-201 and 121-902 of the partnership law so
27 long as the words "limited partnership" appear in its name. A limited
28 liability company that is a theatrical production company is exempt from
29 the requirement for publishing its articles of organization, application
30 for authority or a notice containing the substance thereof under
31 [sections two hundred six and] section eight hundred two of the limited
32 liability company law so long as the words "limited liability company"
33 appear in its name.
34 § 8. This act shall take effect immediately.
