Bill Text: NY A10141 | 2021-2022 | General Assembly | Introduced
Bill Title: Relates to filing of certificates of resignation by persons designated to receive service of process with the department of state when identity theft is at issue; provides for information to be set forth in such certificate of resignation.
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Engrossed - Dead) 2022-05-11 - REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS [A10141 Detail]
Download: New_York-2021-A10141-Introduced.html
STATE OF NEW YORK ________________________________________________________________________ 10141 IN ASSEMBLY May 2, 2022 ___________ Introduced by M. of A. DILAN -- (at request of the Department of State) -- read once and referred to the Committee on Corporations, Authori- ties and Commissions AN ACT to amend the business corporation law, the limited liability company law, the not-for-profit corporation law and the partnership law, in relation to filing of certificates of resignation by persons designated to receive service of process with the department of state when identity theft is at issue The People of the State of New York, represented in Senate and Assem- bly, do enact as follows: 1 Section 1. Paragraph (b) of section 104-A of the business corporation 2 law, as amended by chapter 469 of the laws of 1997, is amended to read 3 as follows: 4 (b) For the resignation of a registered agent for service of process 5 pursuant to paragraph (c) of section three hundred five of this chapter, 6 and for the resignation for receipt for process pursuant to paragraph 7 (a) of section three hundred six-A of this chapter, sixty dollars. No 8 fee shall be collected for the resignation of a registered agent for 9 service of process pursuant to paragraph (e) of section three hundred 10 five of this chapter or for the resignation for receipt for process 11 pursuant to paragraph (f) of section three hundred six-A of this chap- 12 ter. 13 § 2. Section 305 of the business corporation law is amended by adding 14 a new paragraph (e) to read as follows: 15 (e) A registered agent who did not authorize their designation as such 16 may resign as such agent. A certificate entitled "certificate of resig- 17 nation of registered agent of ...(name of designating corporation) under 18 section 305 of the business corporation law" shall be signed and deliv- 19 ered to the department of state. It shall set forth: 20 (1) That the registered agent resigns as registered agent for the 21 designating corporation. 22 (2) That the registered agent did not authorize its designation as 23 registered agent by the designating corporation. EXPLANATION--Matter in italics (underscored) is new; matter in brackets [] is old law to be omitted. LBD13651-01-2A. 10141 2 1 (3) The name of the corporation and the date the certificate of incor- 2 poration or application for authority was filed by the department of 3 state. 4 § 3. Section 306-A of the business corporation law is amended by 5 adding a new paragraph (f) to read as follows: 6 (f) (1) The party (or his/her legal representative) whose post office 7 address has been supplied by a domestic corporation or authorized 8 foreign corporation as its address for process without authorization may 9 resign. A certificate entitled "Certificate of Resignation for Receipt 10 of Process under Section 306-A of the Business Corporation Law" shall be 11 signed by such party and delivered to the department of state. It shall 12 set forth: 13 (i) The name of the corporation and the date the certificate of incor- 14 poration or application for authority was filed by the department of 15 state. 16 (ii) That the address of the party has been designated by the corpo- 17 ration as the post office address to which the secretary of state shall 18 mail a copy of any process served on the secretary of state as agent for 19 such corporation, and that such party wishes to resign. 20 (iii) That such party did not authorize the designating corporation to 21 designate such party as the addressee for service of process. 22 (2) Upon the filing of a certificate of resignation for receipt of 23 process with the secretary of state under this paragraph, its authority 24 to do business in this state shall be suspended unless the corporation 25 has previously filed a statement under section four hundred eight of 26 this chapter, in which case the address of the principal executive 27 office stated in the last filed statement, shall constitute the new 28 address for process of the corporation provided such address is differ- 29 ent from the previous address for process, and the corporation shall not 30 be deemed suspended. 31 (3) The filing by the department of state of a certificate of amend- 32 ment or change or a statement under section four hundred eight of this 33 chapter providing for a new address by a designating corporation shall 34 annul the suspension and its authority to do business in this state 35 shall be restored and continue as if no suspension had occurred. 36 § 4. Section 301-A of the limited liability company law is amended by 37 adding a new subdivision (f) to read as follows: 38 (f) (1) The party (or his/her legal representative) whose post office 39 address has been supplied by a domestic limited liability company or 40 authorized foreign limited liability company as its address for process 41 without authorization may resign. A certificate entitled "Certificate of 42 Resignation for Receipt of Process under Section 301-A of the Limited 43 Liability Company Law" shall be signed by such party and delivered to 44 the department of state. It shall set forth: 45 (i) That such party resigns as the addressee for service of process 46 for the designating limited liability company. 47 (ii) That such party did not authorize the designating limited liabil- 48 ity company to designate such party as the addressee for service of 49 process. 50 (iii) The name of the limited liability company and date the articles 51 of organization or application for authority was filed by the department 52 of state. 53 (2) Upon the filing of a certificate of resignation for receipt of 54 process with the secretary of state under this subdivision, its authori- 55 ty to do business in this state shall be suspended.A. 10141 3 1 (3) The filing by the department of state of a certificate of amend- 2 ment or change providing for a new address by a designating limited 3 liability company shall annul the suspension and its authority to do 4 business in this state shall be restored and continue as if no suspen- 5 sion had occurred. 6 § 5. Section 302 of the limited liability company law is amended by 7 adding a new subdivision (f) to read as follows: 8 (f) A registered agent who did not authorize their designation as such 9 may resign as such agent. A certificate entitled "certificate of resig- 10 nation of registered agent of ... (name of designating limited liability 11 company) under section 302 of the Limited Liability Company Law" shall 12 be signed and delivered to the department of state. It shall set forth: 13 (1) That the registered agent resigns as registered agent for the 14 designating limited liability company. 15 (2) That the registered agent did not authorize its designation as 16 registered agent by the designating limited liability company. 17 (3) The name of the limited liability company and date the articles of 18 organization or application for authority was filed by the department of 19 state. 20 § 6. Subdivisions (e) and (t) of section 1101 of the limited liability 21 company law, subdivision (t) as added by chapter 448 of the laws of 22 1998, are amended to read as follows: 23 (e) For the resignation of a registered agent for service of process 24 pursuant to subdivision (d) of section three hundred two of this chap- 25 ter, twenty dollars. No fee shall be collected for the resignation of a 26 registered agent pursuant to subdivision (f) of section three hundred 27 two of this chapter. 28 (t) For filing a certificate of resignation for receipt for process 29 pursuant to subdivision (a) of section three hundred one-A of this chap- 30 ter, ten dollars. No fee shall be collected for filing a certificate of 31 resignation for receipt for process pursuant to subdivision (f) of 32 section three hundred one-A of this chapter. 33 § 7. Paragraph (c) of section 104-A of the not-for-profit corporation 34 law, as amended by chapter 166 of the laws of 1991, is amended and a new 35 paragraph (t) is added to read as follows: 36 (c) For the resignation of a registered agent for service of process 37 pursuant to paragraph (c) of section three hundred five of this chapter, 38 thirty dollars. No fee shall be collected for the resignation of a 39 registered agent for service of process pursuant to paragraph (e) of 40 section three hundred five of this chapter. 41 (t) For filing a certificate of resignation for receipt of process 42 pursuant to paragraph (a) of section three hundred six-b of this chap- 43 ter, five dollars. No fee shall be collected for filing a certificate of 44 resignation for receipt of process pursuant to paragraph (f) of section 45 three hundred six-b of this chapter. 46 § 8. Section 305 of the not-for-profit corporation law is amended by 47 adding a new paragraph (e) to read as follows: 48 (e) A registered agent who did not authorize their designation as such 49 may resign as such agent. A certificate entitled "certificate of resig- 50 nation of registered agent of ... (name of designating corporation) 51 under section 305 of the not-for-profit corporation law" shall be signed 52 and delivered to the department of state. It shall set forth: 53 (1) That the registered agent resigns as registered agent for the 54 designating corporation. 55 (2) That the registered agent did not authorize its designation as 56 registered agent by the designating corporation.A. 10141 4 1 (3) The name of the corporation and the date the certificate of incor- 2 poration or application for authority was filed by the department of 3 state. 4 § 9. The not-for-profit corporation law is amended by adding a new 5 section 306-b to read as follows: 6 § 306-b. Resignation for receipt of process. 7 (a) The party (or his/her legal representative) whose post office 8 address has been supplied by a domestic corporation or authorized 9 foreign corporation as its address for process may resign. A certificate 10 entitled "Certificate of Resignation for Receipt of Process under 11 Section 306-B of the Not-for-Profit Corporation Law" shall be signed by 12 such party and delivered to the department of state. It shall provide: 13 (1) The name of the corporation and the date that its certificate of 14 incorporation or application of authority was filed by the department of 15 state. 16 (2) That the address of the party has been designated by the corpo- 17 ration as the post office address to which a person shall mail a copy of 18 any process served on the secretary of state as agent for such corpo- 19 ration, and that such party wishes to resign. 20 (3) That sixty days prior to the filing of the certificate of resigna- 21 tion for receipt of process with the department of state the party has 22 sent a copy of the certificate of resignation for receipt of process by 23 registered or certified mail to the address of the registered agent of 24 the designating corporation, if other than the party filing the certif- 25 icate of resignation for receipt of process, or if the designating 26 corporation has no registered agent, then to the last address of the 27 designating corporation known to the party, specifying the address to 28 which the copy was sent. If there is no registered agent and no known 29 address of the designating corporation, the party shall attach an affi- 30 davit to the certificate stating that a diligent but unsuccessful search 31 was made by the party to locate the corporation, specifying what efforts 32 were made. 33 (4) That the designating corporation is required to deliver to the 34 department of state a certificate of amendment or change providing for 35 the designation by the corporation of a new address and that upon its 36 failure to file such certificate, its authority to conduct activities in 37 this state shall be suspended. 38 (b) Upon the failure of the designating corporation to file a certif- 39 icate of amendment or change providing for the designation by the corpo- 40 ration of the new address after the filing of a certificate of resigna- 41 tion for receipt of process with the secretary of state, its authority 42 to conduct activities in this state shall be suspended. 43 (c) The filing by the department of state of a certificate of amend- 44 ment or change providing for a new address by a designating corporation 45 shall annul the suspension and its authority to conduct activities in 46 this state shall be restored and continue as if no suspension had 47 occurred. 48 (d) The resignation for receipt of process shall become effective upon 49 the filing by the department of state of a certificate of resignation 50 for receipt of process. 51 (e) (1) In any case in which a corporation suspended pursuant to this 52 section would be subject to the personal or other jurisdiction of the 53 courts of this state under article three of the civil practice law and 54 rules, process against such corporation may be served upon the secretary 55 of state as its agent pursuant to this section. Such process may issue 56 in any court in this state having jurisdiction of the subject matter.A. 10141 5 1 (2) Service of such process upon the secretary of state shall be made 2 by personally delivering to and leaving with the secretary of state or 3 deputy thereof, or with any person authorized by the secretary of state 4 to receive such service, at the office of the department of state in the 5 city of Albany, a copy of such process together with the statutory fee, 6 which fee shall be a taxable disbursement. Such service shall be suffi- 7 cient if notice thereof and a copy of the process are: 8 (i) delivered personally within or without this state to such corpo- 9 ration by a person and in a manner authorized to serve process by law of 10 the jurisdiction in which service is made, or 11 (ii) sent by or on behalf of the plaintiff to such corporation by 12 registered or certified mail with return receipt requested to the last 13 address of such corporation known to the plaintiff. 14 (3) (i) Where service of a copy of process was effected by personal 15 service, proof of service shall be by affidavit of compliance with this 16 section filed, together with the process, within thirty days after such 17 service, with the clerk of the court in which the action or special 18 proceeding is pending. Service of process shall complete ten days after 19 such papers are filed with the clerk of the court. 20 (ii) Where service of a copy of process was effected by mailing in 21 accordance with this section, proof of service shall be by affidavit of 22 compliance with this section filed, together with the process, within 23 thirty days after receipt of the return receipt signed by the corpo- 24 ration, or other official proof of delivery or of the original envelope 25 mailed. If a copy of the process is mailed in accordance with this 26 section, there shall be filed with the affidavit of compliance either 27 the return receipt signed by such corporation or other official proof of 28 delivery, if acceptance was refused by it, the original envelope with a 29 notation by the postal authorities that acceptance was refused. If 30 acceptance was refused, a copy of the notice and process together with 31 notice of the mailing by registered or certified mail and refusal to 32 accept shall be promptly sent to such corporation at the same address by 33 ordinary mail and the affidavit of compliance shall so state. Service of 34 process shall be complete ten days after such papers are filed with the 35 clerk of the court. The refusal to accept delivery of the registered or 36 certified mail or to sign the return receipt shall not affect the valid- 37 ity of the service and such corporation refusing to accept such regis- 38 tered or certified mail shall be charged with knowledge of the contents 39 thereof. 40 (4) Service made as provided in this section without the state shall 41 have the same force as personal service made within this state. 42 (5) Nothing in this section shall affect the right to serve process in 43 any other manner permitted by law. 44 (f)(1) The party (or his/her legal representative) whose post office 45 address has been supplied by a domestic corporation or authorized 46 foreign corporation as its address for process without authorization may 47 resign. A certificate entitled "Certificate of Resignation for Receipt 48 of Process under Section 306-B of the Not-for-Profit Corporation Law" 49 shall be signed by such party and delivered to the department of state. 50 It shall set forth: 51 (i) That such party resigns as the addressee for service of process 52 for the designating corporation. 53 (ii) That such party did not authorize the designating corporation to 54 designate such party as the addressee for service of process.A. 10141 6 1 (iii) The name of the corporation and the date the certificate of 2 incorporation or application for authority was filed by the department 3 of state. 4 (2) Upon the filing of a certificate of resignation for receipt of 5 process with the secretary of state under this paragraph, its authority 6 to conduct activities in this state shall be suspended. The filing by 7 the department of state of a certificate of amendment or change provid- 8 ing for a new address by a designating corporation shall annul the 9 suspension and its authority to conduct activities in this state shall 10 be restored and continue as if no suspension had occurred. 11 § 10. Section 121-104-A of the partnership law is amended by adding a 12 new subdivision (f) to read as follows: 13 (f) (1) The party (or his/her legal representative) whose post office 14 address has been supplied by a domestic limited partnership or author- 15 ized foreign limited partnership as its address for process without 16 authorization may resign. A certificate entitled "Certificate of Resig- 17 nation for Receipt of Process under Section 121-104-A of the Revised 18 Limited Partnership Act" shall be signed by such party and delivered to 19 the department of state. It shall set forth: 20 (i) That such party resigns as the addressee for service of process 21 for the designating limited partnership. 22 (ii) That such party did not authorize the designating limited part- 23 nership to designate such party as the addressee for service of process. 24 (iii) The name of the limited partnership and the date the certificate 25 of limited partnership or application for authority was filed by the 26 department of state. 27 (2) Upon the filing of a certificate of resignation for receipt of 28 process with the secretary of state under this subdivision, its authori- 29 ty to do business in this state shall be suspended. 30 (3) The filing by the department of state of a certificate of amend- 31 ment or change providing for a new address by a designating limited 32 partnership shall annul the suspension and its authority to do business 33 in this state shall be restored and continue as if no suspension had 34 occurred. 35 § 11. Section 121-105 of the partnership law is amended by adding a 36 new subdivision (e) to read as follows: 37 (e) A registered agent who did not authorize their designation as such 38 may resign as such agent. A certificate entitled "certificate of resig- 39 nation of registered agent of... (name of designating limited partner- 40 ship) under subdivision (e) of section 121-105 of the Revised Limited 41 Partnership Act" shall be signed and delivered to the department of 42 state. It shall set forth: 43 (1) That the registered agent resigns as registered agent for the 44 designating limited partnership. 45 (2) That the registered agent did not authorize its designation as a 46 registered agent by the designating limited partnership. 47 (3) The name of the limited partnership and the date the certificate 48 of limited partnership or application for authority was filed by the 49 department of state. 50 § 12. Subdivisions (d) and (q) of section 121-1300 of the partnership 51 law, subdivision (d) as amended by chapter 264 of the laws of 1991 and 52 subdivision (q) as added by chapter 448 of the laws of 1998, are amended 53 to read as follows: 54 (d) For the resignation of a registered agent for service of process 55 pursuant to subdivision (c) of section 121-105 of this article, twenty 56 dollars. No fee shall be collected for the resignation of a registeredA. 10141 7 1 agent for service of process pursuant to subdivision (e) of section 2 121-105 of this article. 3 (q) For filing a certificate of resignation for receipt for process 4 pursuant to subdivision (a) of section 121-104-A of this article, ten 5 dollars. No fee shall be collected for filing a certificate of resigna- 6 tion for receipt for process pursuant to subdivision (f) of section 7 121-104-A of this article. 8 § 13. Subdivision (g) of section 121-1506 of the partnership law, as 9 amended by chapter 172 of the laws of 1999, is amended and three new 10 subdivisions (a-1), (h) and (i) are added to read as follows: 11 (g) The filing of a certificate of resignation of a registered agent 12 pursuant to subdivision (a) of this section shall be accompanied by the 13 fee of ten dollars, and the filing of a certificate of resignation for 14 receipt of process pursuant to subdivision (b) of this section shall be 15 accompanied by the fee of ten dollars. No fee shall be collected for the 16 filing of a certificate pursuant to subdivision (a-1) or (h) of this 17 section. 18 (a-1) A registered agent who did not authorize their designation as 19 such may resign as such agent. A certificate, entitled "certificate of 20 resignation of registered agent of ... (name of designating limited 21 liability partnership) under section 121-1506 of the Partnership Law" 22 shall be signed and delivered to the department of state. It shall set 23 forth: 24 (1) That the registered agent resigns as registered agent for the 25 designating limited liability partnership. 26 (2) That the registered agent did not authorize the designation as 27 registered agent by the limited liability partnership. 28 (3) The name of the limited liability partnership and the date the 29 certificate of registration or notice of registration was filed by the 30 department of state. 31 (h) The party (or his/her legal representative) whose post office 32 address has been supplied by a domestic limited liability partnership or 33 authorized New York registered foreign limited liability partnership as 34 its address for process without authorization may resign. A certificate 35 entitled "Certificate of Resignation for Receipt of Process under 36 Section 121-1506 of the Partnership Law" shall be signed by such party 37 and delivered to the department of state. It shall set forth: 38 (1) That such party resigns as the addressee for service of process 39 for the designating limited liability partnership. 40 (2) That such party did not authorize the designating limited liabil- 41 ity partnership to designate such party as the addressee for service of 42 process. 43 (3) The name of the limited partnership and the date the certificate 44 of limited partnership or application for authority was filed by the 45 department of state. 46 (i) Upon the filing of a certificate of resignation for receipt of 47 process with the secretary of state under this subdivision, the limited 48 liability partnership's authority to do business in this state shall be 49 suspended. The filing by the department of state of a certificate of 50 amendment providing for a new address by a designating limited liability 51 partnership shall annul the suspension and its authority to do business 52 in this state shall be restored and continue as if no suspension had 53 occurred. 54 § 14. This act shall take effect on the one hundred eightieth day 55 after it shall have become a law.
