STATE OF NEW YORK ________________________________________________________________________ 3546 2025-2026 Regular Sessions IN ASSEMBLY January 28, 2025 ___________ Introduced by M. of A. BURKE -- read once and referred to the Committee on Corporations, Authorities and Commissions AN ACT to amend the limited liability company law and the partnership law, in relation to certain publication requirements and fees; to amend the state finance law, in relation to establishing the depart- ment of state modernization fund; to repeal subdivision (a-1) of section 102 and section 206 of the limited liability company law and subdivision (a-1) of section 121-101 of the partnership law, relating to affidavits of publication; to repeal subdivision (s) of section 1101 of the limited liability company law and subdivision (f) of section 121-1300 of the partnership law, relating to fees for filing certificates of publication; to repeal subdivision (b) of section 802, paragraph 2 of subdivision (c) of section 1203 and subdivision (d) of section 1306 of the limited liability company law and subdivision (c) of section 121-201, subdivision (d) of section 121-902, paragraph (II) of subdivision (a) of section 121-1500 and paragraph (II) of subdivi- sion (f) of section 121-1502 of the partnership law, in relation to publication requirements; to repeal subdivision (e-1) of section 102 of the limited liability company law and subdivision (a-2) of section 121-101 of the partnership law, relating to certificates of publica- tion; and to repeal subdivision 4 of section 23.03 of the arts and cultural affairs law, relating to theatrical production company publi- cation requirements 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 EXPLANATION--Matter in italics (underscored) is new; matter in brackets [ ] is old law to be omitted. LBD07035-01-5
A. 3546 2 1 requirements of section two hundred six of this chapter]. Such certif- 2 icate shall include either: 3 § 2. Section 206 of the limited liability company law is REPEALED. 4 § 3. Subdivision (s) of section 1101 of the limited liability company 5 law is REPEALED. 6 § 4. Section 209 of the limited liability company law is amended to 7 read as follows: 8 § 209. Filing with the department of state. (a) A signed articles of 9 organization and any signed certificate of amendment or other certif- 10 icates filed pursuant to this chapter or of any judicial decree of 11 amendment or cancellation shall be delivered to the department of state. 12 If the instrument that is delivered to the department of state for 13 filing complies as to form with the requirements of law and the filing 14 fee required by any statute of this state in connection therewith has 15 been paid, the instrument shall be filed and indexed by the department 16 of state. The department of state shall not review such articles or 17 certificates for legal sufficiency; its review shall be limited to 18 determining that the form has been completed. 19 (b) The department of state shall make such instruments available on 20 its state register website, and must maintain electronic copies of the 21 instruments in a fully searchable format that is available to the 22 public. The department of state shall also transmit a copy of such 23 instrument to the department of law within seven days of filing. The 24 department of law shall publish the instrument on its "NY Open Govern- 25 ment" website or analogous website no more than seven days after receipt 26 from the department of state. 27 (c) The department of state shall publish notice of article filings 28 and any signed certificate of amendment or other certificates filed 29 pursuant to this chapter on its state register website, which shall 30 include without limitation: (1) the name of the limited liability compa- 31 ny; (2) the date of filing of the articles of organization with the 32 department of state and, if the date of the formation is not the date of 33 filing of the articles of organization, the date of formation of the 34 limited liability company; (3) the county within the state, in which the 35 office of the limited liability company is located; (4) the street 36 address of the principal business location, if any; (5) a statement that 37 the secretary of state has been designated as agent of the limited 38 liability company upon whom process against it may be served and the 39 post office address within or without the state to which the secretary 40 of state shall mail a copy of any process against it served upon them; 41 (6) if the limited liability company is to have a registered agent, 42 their name and address within the state and a statement that the regis- 43 tered agent is to be the agent of the limited liability company upon 44 whom process against it may be served; (7) if the limited liability 45 company is to have a specific date of dissolution in addition to the 46 events of dissolution set forth in section seven hundred one of this 47 chapter, the latest date upon which the limited liability company is to 48 dissolve; and (8) the character or purpose of the business of such 49 limited liability company. 50 § 5. Subdivision (b) of section 802 of the limited liability company 51 law is REPEALED and a new subdivision (b) is added to read as follows: 52 (b)(i) The department of state shall make such instruments available 53 on its state register website, and must maintain electronic copies of 54 the instruments in a fully searchable format that is available to the 55 public. The department of state shall also transmit a copy of such 56 instrument to the department of law within seven days of filing. The
A. 3546 3 1 department of law shall publish the instrument on its "NY Open Govern- 2 ment" website or analogous website no more than seven days after receipt 3 from the department of state. 4 (ii) The department of state shall publish notice of article filings 5 and any signed certificate of amendment or other certificates filed 6 pursuant to this chapter on its state register website, which shall 7 include without limitation: (1) the name of the foreign limited liabil- 8 ity company; (2) the date of filing of the articles of organization with 9 the department of state and, if the date of the formation is not the 10 date of filing of the articles of organization, the date of formation of 11 the foreign limited liability company; (3) the county within the state, 12 in which the office of the foreign limited liability company is located; 13 (4) the street address of the principal business location, if any; (5) a 14 statement that the secretary of state has been designated as agent of 15 the foreign limited liability company upon whom process against it may 16 be served and the post office address within or without the state to 17 which the secretary of state shall mail a copy of any process against it 18 served upon them; (6) if the foreign limited liability company is to 19 have a registered agent, their name and address within the state and a 20 statement that the registered agent is to be the agent of the foreign 21 limited liability company upon whom process against it may be served; 22 (7) if the foreign limited liability company is to have a specific date 23 of dissolution in addition to the events of dissolution set forth in 24 section seven hundred one of this chapter, the latest date upon which 25 the foreign limited liability company is to dissolve; and (8) the char- 26 acter or purpose of the business of such foreign limited liability 27 company. 28 § 6. Paragraph 2 of subdivision (c) of section 1203 of the limited 29 liability company law is REPEALED and a new paragraph 2 is added to read 30 as follows: 31 (2) (A) The department of state shall make such instruments available 32 on its state register website, and must maintain electronic copies of 33 the instruments in a fully searchable format that is available to the 34 public. The department of state shall also transmit a copy of such 35 instrument to the department of law within seven days of filing. The 36 department of law shall publish the instrument on its "NY Open Govern- 37 ment" website or analogous website no more than seven days after receipt 38 from the department of state. 39 (B) The department of state shall publish notice of article filings 40 and any signed certificate of amendment or other certificates filed 41 pursuant to this chapter on its state register website, which shall 42 include without limitation: (1) the name of the professional service 43 limited liability company; (2) the date of filing of the articles of 44 organization with the department of state and, if the date of the forma- 45 tion is not the date of filing of the articles of organization, the date 46 of formation of the professional service limited liability company; (3) 47 the county within the state, in which the office of the professional 48 service limited liability company is located; (4) the street address of 49 the principal business location, if any; (5) a statement that the secre- 50 tary of state has been designated as agent of the professional service 51 limited liability company upon whom process against it may be served and 52 the post office address within or without the state to which the secre- 53 tary of state shall mail a copy of any process against it served upon 54 them; (6) if the professional service limited liability company is to 55 have a registered agent, their name and address within the state and a 56 statement that the registered agent is to be the agent of the profes-
A. 3546 4 1 sional service limited liability company upon whom process against it 2 may be served; (7) if the professional service limited liability company 3 is to have a specific date of dissolution in addition to the events of 4 dissolution set forth in section seven hundred one of this chapter, the 5 latest date upon which the professional service limited liability compa- 6 ny is to dissolve; and (8) the character or purpose of the business of 7 such professional service limited liability company. 8 § 7. Subdivision (d) of section 1306 of the limited liability company 9 law is REPEALED and a new subdivision (d) is added to read as follows: 10 (d)(i) The department of state shall make such instruments available 11 on its state register website, and must maintain electronic copies of 12 the instruments in a fully searchable format that is available to the 13 public. The department of state shall also transmit a copy of such 14 instrument to the department of law within seven days of filing. The 15 department of law shall publish the instrument on its "NY Open Govern- 16 ment" website or analogous website no more than seven days after receipt 17 from the department of state. 18 (ii) The department of state shall publish notice of article filings 19 and any signed certificate of amendment or other certificates filed 20 pursuant to this chapter on its state register website, which shall 21 include without limitation: (1) the name of the foreign professional 22 service limited liability company; (2) the date of filing of the arti- 23 cles of organization with the department of state and, if the date of 24 the formation is not the date of filing of the articles of organization, 25 the date of formation of the foreign professional service limited 26 liability company; (3) the county within the state, in which the office 27 of the foreign professional service limited liability company is 28 located; (4) the street address of the principal business location, if 29 any; (5) a statement that the secretary of state has been designated as 30 agent of the foreign professional service limited liability company upon 31 whom process against it may be served and the post office address within 32 or without the state to which the secretary of state shall mail a copy 33 of any process against it served upon them; (6) if the foreign profes- 34 sional service limited liability company is to have a registered agent, 35 their name and address within the state and a statement that the regis- 36 tered agent is to be the agent of the foreign professional service 37 limited liability company upon whom process against it may be served; 38 (7) if the foreign professional service limited liability company is to 39 have a specific date of dissolution in addition to the events of dissol- 40 ution set forth in section seven hundred one of this chapter, the latest 41 date upon which the foreign professional service limited liability 42 company is to dissolve; and (8) the character or purpose of the business 43 of such foreign professional service limited liability company. 44 § 8. Section 1101 of the limited liability company law is amended by 45 adding a new subdivision (w) to read as follows: 46 (w) For the electronic publication of any documents required to be 47 filed with the department pursuant to section two hundred nine, eight 48 hundred two, twelve hundred three or thirteen hundred six of this chap- 49 ter, fifty dollars. 50 § 9. Subdivisions (a-1) and (e-1) of section 102 of the limited 51 liability company law are REPEALED. 52 § 10. Subdivision (c) of section 121-201 of the partnership law is 53 REPEALED and a new subdivision (c) is added to read as follows: 54 (c)(i) The department of state shall make such instruments available 55 on its state register website, and must maintain electronic copies of 56 the instruments in a fully searchable format that is available to the
A. 3546 5 1 public. The department of state shall also transmit a copy of such 2 instrument to the department of law within seven days of filing. The 3 department of law shall publish the instrument on its "NY Open Govern- 4 ment" website or analogous website no more than seven days after receipt 5 from the department of state. 6 (ii) The department of state shall publish notice of article filings 7 and any signed certificate of amendment or other certificates filed 8 pursuant to this chapter on its state register website, which shall 9 include without limitation: (1) the name of the limited partnership; (2) 10 the date of filing of the articles of organization with the department 11 of state and, if the date of the formation is not the date of filing of 12 the articles of organization, the date of formation of the limited part- 13 nership; (3) the county within the state, in which the office of the 14 limited partnership is located; (4) the street address of the principal 15 business location, if any; (5) a statement that the secretary of state 16 has been designated as agent of the limited partnership upon whom proc- 17 ess against it may be served and the post office address within or with- 18 out the state to which the secretary of state shall mail a copy of any 19 process against it served upon them; (6) if the limited partnership is 20 to have a registered agent, their name and address within the state and 21 a statement that the registered agent is to be the agent of the limited 22 partnership upon whom process against it may be served; (7) if the 23 limited partnership is to have a specific date of dissolution in addi- 24 tion to the events of dissolution set forth in article six of this chap- 25 ter, the latest date upon which the limited partnership is to dissolve; 26 and (8) the character or purpose of the business of such limited part- 27 nership. 28 § 11. Subdivision (d) of section 121-902 of the partnership law is 29 REPEALED and a new subdivision (d) is added to read as follows: 30 (d) (i) The department of state shall make such instruments available 31 on its state register website, and must maintain electronic copies of 32 the instruments in a fully searchable format that is available to the 33 public. The department of state shall also transmit a copy of such 34 instrument to the department of law within seven days of filing. The 35 department of law shall publish the instrument on its "NY Open Govern- 36 ment" website or analogous website no more than seven days after receipt 37 from the department of state. 38 (ii) The department of state shall publish notice of article filings 39 and any signed certificate of amendment or other certificates filed 40 pursuant to this chapter on its state register website, which shall 41 include without limitation: (1) the name of the foreign limited partner- 42 ship; (2) the date of filing of the articles of organization with the 43 department of state and, if the date of the formation is not the date of 44 filing of the articles of organization, the date of formation of the 45 foreign limited partnership; (3) the county within the state, in which 46 the office of the foreign limited partnership is located; (4) the street 47 address of the principal business location, if any; (5) a statement that 48 the secretary of state has been designated as agent of the foreign 49 limited partnership upon whom process against it may be served and the 50 post office address within or without the state to which the secretary 51 of state shall mail a copy of any process against it served upon them; 52 (6) if the foreign limited partnership is to have a registered agent, 53 their name and address within the state and a statement that the regis- 54 tered agent is to be the agent of the foreign limited partnership upon 55 whom process against it may be served; (7) if the foreign limited part- 56 nership is to have a specific date of dissolution in addition to the
A. 3546 6 1 events of dissolution set forth in article six of this chapter, the 2 latest date upon which the foreign limited partnership is to dissolve; 3 and (8) the character or purpose of the business of such foreign limited 4 partnership. 5 § 12. Paragraph (II) of subdivision (a) of section 121-1500 of the 6 partnership law is REPEALED and a new paragraph (II) is added to read as 7 follows: 8 (II)(A) The department of state shall make such instruments available 9 on its state register website, and must maintain electronic copies of 10 the instruments in a fully searchable format that is available to the 11 public. The department of state shall also transmit a copy of such 12 instrument to the department of law within seven days of filing. The 13 department of law shall publish the instrument on its "NY Open Govern- 14 ment" website or analogous website no more than seven days after receipt 15 from the department of state. 16 (B) The department of state shall publish notice of article filings 17 and any signed certificate of amendment or other certificates filed 18 pursuant to this chapter on its state register website, which shall 19 include without limitation: (1) the name of the limited liability part- 20 nership; (2) the date of filing of the articles of organization with the 21 department of state and, if the date of the formation is not the date of 22 filing of the articles of organization, the date of formation of the 23 limited liability partnership; (3) the county within the state, in which 24 the office of the limited liability partnership is located; (4) the 25 street address of the principal business location, if any; (5) a state- 26 ment that the secretary of state has been designated as agent of the 27 limited liability partnership upon whom process against it may be served 28 and the post office address within or without the state to which the 29 secretary of state shall mail a copy of any process against it served 30 upon them; (6) if the limited liability partnership is to have a regis- 31 tered agent, their name and address within the state and a statement 32 that the registered agent is to be the agent of the limited liability 33 partnership upon whom process against it may be served; (7) if the 34 limited liability partnership is to have a specific date of dissolution 35 in addition to the events of dissolution set forth in article six of 36 this chapter, the latest date upon which the limited liability partner- 37 ship is to dissolve; and (8) the character or purpose of the business of 38 such limited liability partnership. 39 § 13. Paragraph (II) of subdivision (f) of section 121-1502 of the 40 partnership law is REPEALED and a new paragraph (II) is added to read as 41 follows: 42 (II)(A) The department of state shall make such instruments available 43 on its state register website, and must maintain electronic copies of 44 the instruments in a fully searchable format that is available to the 45 public. The department of state shall also transmit a copy of such 46 instrument to the department of law within seven days of filing. The 47 department of law shall publish the instrument on its "NY Open Govern- 48 ment" website or analogous website no more than seven days after receipt 49 from the department of state. 50 (B) The department of state shall publish notice of article filings 51 and any signed certificate of amendment or other certificates filed 52 pursuant to this chapter on its state register website, which shall 53 include without limitation: (1) the name of the foreign limited liabil- 54 ity partnership; (2) the date of filing of the articles of organization 55 with the department of state and, if the date of the formation is not 56 the date of filing of the articles of organization, the date of forma-
A. 3546 7 1 tion of the foreign limited liability partnership; (3) the county within 2 the state, in which the office of the foreign limited liability partner- 3 ship is located; (4) the street address of the principal business 4 location, if any; (5) a statement that the secretary of state has been 5 designated as agent of the foreign limited liability partnership upon 6 whom process against it may be served and the post office address within 7 or without the state to which the secretary of state shall mail a copy 8 of any process against it served upon them; (6) if the foreign limited 9 liability partnership is to have a registered agent, their name and 10 address within the state and a statement that the registered agent is to 11 be the agent of the foreign limited liability partnership upon whom 12 process against it may be served; (7) if the foreign limited liability 13 partnership is to have a specific date of dissolution in addition to the 14 events of dissolution set forth in article six of this chapter, the 15 latest date upon which the foreign limited liability partnership is to 16 dissolve; and (8) the character or purpose of the business of such 17 foreign limited liability partnership. 18 § 14. Subdivision (f) of section 121-1300 of the partnership law is 19 REPEALED. 20 § 15. Section 121-1300 of the partnership law is amended by adding a 21 new subdivision (t) to read as follows: 22 (t) For the electronic publication of any documents required to be 23 filed with the department pursuant to section 121-202, 121-902, 121-1500 24 or 121-1502 of this chapter, fifty dollars. 25 § 16. Subdivisions (a-1) and (a-2) of section 121-101 of the partner- 26 ship law are REPEALED. 27 § 17. Subdivision 4 of section 23.03 of the arts and cultural affairs 28 law is REPEALED. 29 § 18. The state finance law is amended by adding a new section 89-l to 30 read as follows: 31 § 89-l. Department of state modernization fund. 1. There is hereby 32 established in the custody of the comptroller a special fund to be known 33 as the "department of state modernization fund". The moneys in such fund 34 shall be available for payment of any and all costs and expenditures 35 incurred in performing modernization and security of the department of 36 state's public-facing website, and for developing alternatives to phys- 37 ical publication of documents required to be filed pursuant to article 38 eleven of the limited liability company law, including costs and 39 expenses incidental and appurtenant thereto. 40 2. Moneys in the fund shall be kept separately from and shall not be 41 commingled with any other moneys in the custody of the state comp- 42 troller. 43 3. The fund shall consist of the revenues required to be deposited 44 therein pursuant to the provisions of subdivision (w) of section eleven 45 hundred one of the limited liability company law and subdivision (t) of 46 section 121-1300 of the partnership law, and all other moneys credited 47 or transferred thereto from any other fund or source pursuant to law. 48 4. The moneys in such fund shall be appropriated by the legislature 49 and paid out on the warrant of the state comptroller. 50 § 19. This act shall take effect on the one hundred eightieth day 51 after it shall have become a law. Effective immediately the addition, 52 amendment and/or repeal of any rule or regulation necessary for the 53 implementation of this act on its effective date are authorized to be 54 made and completed on or before such effective date.