Bill Text: NY S01667 | 2009-2010 | General Assembly | Introduced

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Bill Title: Eliminates the requirement that limited liability companies publish their articles of organization and that limited liability partnerships publish their registrations.

Spectrum: Partisan Bill (Democrat 1-0)

Status: (Introduced - Dead) 2010-01-06 - REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS [S01667 Detail]

Download: New_York-2009-S01667-Introduced.html

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                           S T A T E   O F   N E W   Y O R K
       ________________________________________________________________________
           S. 1667                                                  A. 4496
                              2009-2010 Regular Sessions
                             S E N A T E - A S S E M B L Y
                                   February 4, 2009
                                      ___________
       IN SENATE -- Introduced by Sen. KRUEGER -- read twice and ordered print-
         ed, and when printed to be committed to the Committee on Corporations,
         Authorities and Commissions
       IN  ASSEMBLY -- Introduced by M. of A. KELLNER, BING, GOTTFRIED, JAFFEE,
         LUPARDO, MAGNARELLI --  Multi-Sponsored  by  --  M.  of  A.  BACALLES,
         CROUCH,  ERRIGO, FINCH, GABRYSZAK, ORTIZ, REILLY, SAYWARD -- read once
         and referred to the Committee on Corporations, Authorities and Commis-
         sions
       AN ACT to amend the limited liability company law, in relation to publi-
         cation requirements; and to repeal section 206 of the limited  liabil-
         ity 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    S 2. Section 206 of the limited liability company law is REPEALED.
   13    S  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
        EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                             [ ] is old law to be omitted.
                                                                  LBD04843-01-9
       S. 1667                             2                            A. 4496
    1  hundred  two, twelve hundred three or thirteen hundred six of this chap-
    2  ter, fifty dollars.
    3    S  4.  Section  209 of the limited liability company law is amended to
    4  read as follows:
    5    S 209. Filing with the department  of  state.  A  signed  articles  of
    6  organization  and  any  signed certificate of amendment or other certif-
    7  icates filed pursuant to this chapter  or  of  any  judicial  decree  of
    8  amendment or cancellation shall be delivered to the department of state.
    9  If  the  instrument  that  is  delivered  to the department of state for
   10  filing complies as to form with the requirements of law and  the  filing
   11  fee  required  by  any statute of this state in connection therewith has
   12  been paid, the instrument shall be filed and indexed by  the  department
   13  of  state.  The  department  of  state shall not review such articles or
   14  certificates for legal sufficiency;  its  review  shall  be  limited  to
   15  determining  that  the  form has been completed. THE DEPARTMENT OF STATE
   16  SHALL PROMULGATE RULES AND REGULATIONS FOR THE ON-LINE  FILING  OF  SUCH
   17  ARTICLES  OR  CERTIFICATES FILED PURSUANT TO THIS CHAPTER OR SUCH AMEND-
   18  MENT OR CANCELLATION THEREOF.
   19    S 5. Section 1101 of the limited liability company law is  amended  by
   20  adding a new subdivision (w) to read as follows:
   21    (W)  FOR THE ON-LINE FILING OF ANY DOCUMENTS REQUIRED TO BE FILED WITH
   22  THE DEPARTMENT PURSUANT TO THIS CHAPTER, FIFTY DOLLARS.
   23    S 6. This act shall take effect immediately.