STATE OF NEW YORK ________________________________________________________________________ 6483 2025-2026 Regular Sessions IN SENATE March 14, 2025 ___________ Introduced by Sens. KRUEGER, HOYLMAN-SIGAL, LIU -- read twice and ordered printed, and when printed to be committed 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 EXPLANATION--Matter in italics (underscored) is new; matter in brackets [ ] is old law to be omitted. LBD07035-01-5
S. 6483 2 1 department of state a signed certificate entitled "Certificate of 2 Conversion of ... (name partnership or limited partnership) to ... (name 3 of limited liability company) under section one thousand six of the 4 Limited Liability Company Law" [and shall also satisfy the publication 5 requirements of section two hundred six of this chapter]. Such certif- 6 icate shall include either: 7 § 2. Section 206 of the limited liability company law is REPEALED. 8 § 3. Subdivision (s) of section 1101 of the limited liability company 9 law is REPEALED. 10 § 4. Section 209 of the limited liability company law is amended to 11 read as follows: 12 § 209. Filing with the department of state. (a) A signed articles of 13 organization and any signed certificate of amendment or other certif- 14 icates filed pursuant to this chapter or of any judicial decree of 15 amendment or cancellation shall be delivered to the department of state. 16 If the instrument that is delivered to the department of state for 17 filing complies as to form with the requirements of law and the filing 18 fee required by any statute of this state in connection therewith has 19 been paid, the instrument shall be filed and indexed by the department 20 of state. The department of state shall not review such articles or 21 certificates for legal sufficiency; its review shall be limited to 22 determining that the form has been completed. 23 (b) The department of state shall make such instruments available on 24 its state register website, and must maintain electronic copies of the 25 instruments in a fully searchable format that is available to the 26 public. The department of state shall also transmit a copy of such 27 instrument to the department of law within seven days of filing. The 28 department of law shall publish the instrument on its "NY Open Govern- 29 ment" website or analogous website no more than seven days after receipt 30 from the department of state. 31 (c) The department of state shall publish notice of article filings 32 and any signed certificate of amendment or other certificates filed 33 pursuant to this chapter on its state register website, which shall 34 include without limitation: (1) the name of the limited liability compa- 35 ny; (2) the date of filing of the articles of organization with the 36 department of state and, if the date of the formation is not the date of 37 filing of the articles of organization, the date of formation of the 38 limited liability company; (3) the county within the state, in which the 39 office of the limited liability company is located; (4) the street 40 address of the principal business location, if any; (5) a statement that 41 the secretary of state has been designated as agent of the limited 42 liability company upon whom process against it may be served and the 43 post office address within or without the state to which the secretary 44 of state shall mail a copy of any process against it served upon them; 45 (6) if the limited liability company is to have a registered agent, 46 their name and address within the state and a statement that the regis- 47 tered agent is to be the agent of the limited liability company upon 48 whom process against it may be served; (7) if the limited liability 49 company is to have a specific date of dissolution in addition to the 50 events of dissolution set forth in section seven hundred one of this 51 chapter, the latest date upon which the limited liability company is to 52 dissolve; and (8) the character or purpose of the business of such 53 limited liability company. 54 § 5. Subdivision (b) of section 802 of the limited liability company 55 law is REPEALED and a new subdivision (b) is added to read as follows:
S. 6483 3 1 (b)(i) The department of state shall make such instruments available 2 on its state register website, and must maintain electronic copies of 3 the instruments in a fully searchable format that is available to the 4 public. The department of state shall also transmit a copy of such 5 instrument to the department of law within seven days of filing. The 6 department of law shall publish the instrument on its "NY Open Govern- 7 ment" website or analogous website no more than seven days after receipt 8 from the department of state. 9 (ii) The department of state shall publish notice of article filings 10 and any signed certificate of amendment or other certificates filed 11 pursuant to this chapter on its state register website, which shall 12 include without limitation: (1) the name of the foreign limited liabil- 13 ity company; (2) the date of filing of the articles of organization with 14 the department of state and, if the date of the formation is not the 15 date of filing of the articles of organization, the date of formation of 16 the foreign limited liability company; (3) the county within the state, 17 in which the office of the foreign limited liability company is located; 18 (4) the street address of the principal business location, if any; (5) a 19 statement that the secretary of state has been designated as agent of 20 the foreign limited liability company upon whom process against it may 21 be served and the post office address within or without the state to 22 which the secretary of state shall mail a copy of any process against it 23 served upon them; (6) if the foreign limited liability company is to 24 have a registered agent, their name and address within the state and a 25 statement that the registered agent is to be the agent of the foreign 26 limited liability company upon whom process against it may be served; 27 (7) if the foreign limited liability company is to have a specific date 28 of dissolution in addition to the events of dissolution set forth in 29 section seven hundred one of this chapter, the latest date upon which 30 the foreign limited liability company is to dissolve; and (8) the char- 31 acter or purpose of the business of such foreign limited liability 32 company. 33 § 6. Paragraph 2 of subdivision (c) of section 1203 of the limited 34 liability company law is REPEALED and a new paragraph 2 is added to read 35 as follows: 36 (2) (A) The department of state shall make such instruments available 37 on its state register website, and must maintain electronic copies of 38 the instruments in a fully searchable format that is available to the 39 public. The department of state shall also transmit a copy of such 40 instrument to the department of law within seven days of filing. The 41 department of law shall publish the instrument on its "NY Open Govern- 42 ment" website or analogous website no more than seven days after receipt 43 from the department of state. 44 (B) The department of state shall publish notice of article filings 45 and any signed certificate of amendment or other certificates filed 46 pursuant to this chapter on its state register website, which shall 47 include without limitation: (1) the name of the professional service 48 limited liability company; (2) the date of filing of the articles of 49 organization with the department of state and, if the date of the forma- 50 tion is not the date of filing of the articles of organization, the date 51 of formation of the professional service limited liability company; (3) 52 the county within the state, in which the office of the professional 53 service limited liability company is located; (4) the street address of 54 the principal business location, if any; (5) a statement that the secre- 55 tary of state has been designated as agent of the professional service 56 limited liability company upon whom process against it may be served and
S. 6483 4 1 the post office address within or without the state to which the secre- 2 tary of state shall mail a copy of any process against it served upon 3 them; (6) if the professional service limited liability company is to 4 have a registered agent, their name and address within the state and a 5 statement that the registered agent is to be the agent of the profes- 6 sional service limited liability company upon whom process against it 7 may be served; (7) if the professional service limited liability company 8 is to have a specific date of dissolution in addition to the events of 9 dissolution set forth in section seven hundred one of this chapter, the 10 latest date upon which the professional service limited liability compa- 11 ny is to dissolve; and (8) the character or purpose of the business of 12 such professional service limited liability company. 13 § 7. Subdivision (d) of section 1306 of the limited liability company 14 law is REPEALED and a new subdivision (d) is added to read as follows: 15 (d)(i) The department of state shall make such instruments available 16 on its state register website, and must maintain electronic copies of 17 the instruments in a fully searchable format that is available to the 18 public. The department of state shall also transmit a copy of such 19 instrument to the department of law within seven days of filing. The 20 department of law shall publish the instrument on its "NY Open Govern- 21 ment" website or analogous website no more than seven days after receipt 22 from the department of state. 23 (ii) The department of state shall publish notice of article filings 24 and any signed certificate of amendment or other certificates filed 25 pursuant to this chapter on its state register website, which shall 26 include without limitation: (1) the name of the foreign professional 27 service limited liability company; (2) the date of filing of the arti- 28 cles of organization with the department of state and, if the date of 29 the formation is not the date of filing of the articles of organization, 30 the date of formation of the foreign professional service limited 31 liability company; (3) the county within the state, in which the office 32 of the foreign professional service limited liability company is 33 located; (4) the street address of the principal business location, if 34 any; (5) a statement that the secretary of state has been designated as 35 agent of the foreign professional service limited liability company upon 36 whom process against it may be served and the post office address within 37 or without the state to which the secretary of state shall mail a copy 38 of any process against it served upon them; (6) if the foreign profes- 39 sional service limited liability company is to have a registered agent, 40 their name and address within the state and a statement that the regis- 41 tered agent is to be the agent of the foreign professional service 42 limited liability company upon whom process against it may be served; 43 (7) if the foreign professional service limited liability company is to 44 have a specific date of dissolution in addition to the events of dissol- 45 ution set forth in section seven hundred one of this chapter, the latest 46 date upon which the foreign professional service limited liability 47 company is to dissolve; and (8) the character or purpose of the business 48 of such foreign professional service limited liability company. 49 § 8. Section 1101 of the limited liability company law is amended by 50 adding a new subdivision (w) to read as follows: 51 (w) For the electronic publication of any documents required to be 52 filed with the department pursuant to section two hundred nine, eight 53 hundred two, twelve hundred three or thirteen hundred six of this chap- 54 ter, fifty dollars. 55 § 9. Subdivisions (a-1) and (e-1) of section 102 of the limited 56 liability company law are REPEALED.
S. 6483 5 1 § 10. Subdivision (c) of section 121-201 of the partnership law is 2 REPEALED and a new subdivision (c) is added to read as follows: 3 (c)(i) The department of state shall make such instruments available 4 on its state register website, and must maintain electronic copies of 5 the instruments in a fully searchable format that is available to the 6 public. The department of state shall also transmit a copy of such 7 instrument to the department of law within seven days of filing. The 8 department of law shall publish the instrument on its "NY Open Govern- 9 ment" website or analogous website no more than seven days after receipt 10 from the department of state. 11 (ii) The department of state shall publish notice of article filings 12 and any signed certificate of amendment or other certificates filed 13 pursuant to this chapter on its state register website, which shall 14 include without limitation: (1) the name of the limited partnership; (2) 15 the date of filing of the articles of organization with the department 16 of state and, if the date of the formation is not the date of filing of 17 the articles of organization, the date of formation of the limited part- 18 nership; (3) the county within the state, in which the office of the 19 limited partnership is located; (4) the street address of the principal 20 business location, if any; (5) a statement that the secretary of state 21 has been designated as agent of the limited partnership upon whom proc- 22 ess against it may be served and the post office address within or with- 23 out the state to which the secretary of state shall mail a copy of any 24 process against it served upon them; (6) if the limited partnership is 25 to have a registered agent, their name and address within the state and 26 a statement that the registered agent is to be the agent of the limited 27 partnership upon whom process against it may be served; (7) if the 28 limited partnership is to have a specific date of dissolution in addi- 29 tion to the events of dissolution set forth in article six of this chap- 30 ter, the latest date upon which the limited partnership is to dissolve; 31 and (8) the character or purpose of the business of such limited part- 32 nership. 33 § 11. Subdivision (d) of section 121-902 of the partnership law is 34 REPEALED and a new subdivision (d) is added to read as follows: 35 (d) (i) The department of state shall make such instruments available 36 on its state register website, and must maintain electronic copies of 37 the instruments in a fully searchable format that is available to the 38 public. The department of state shall also transmit a copy of such 39 instrument to the department of law within seven days of filing. The 40 department of law shall publish the instrument on its "NY Open Govern- 41 ment" website or analogous website no more than seven days after receipt 42 from the department of state. 43 (ii) The department of state shall publish notice of article filings 44 and any signed certificate of amendment or other certificates filed 45 pursuant to this chapter on its state register website, which shall 46 include without limitation: (1) the name of the foreign limited partner- 47 ship; (2) the date of filing of the articles of organization with the 48 department of state and, if the date of the formation is not the date of 49 filing of the articles of organization, the date of formation of the 50 foreign limited partnership; (3) the county within the state, in which 51 the office of the foreign limited partnership is located; (4) the street 52 address of the principal business location, if any; (5) a statement that 53 the secretary of state has been designated as agent of the foreign 54 limited partnership upon whom process against it may be served and the 55 post office address within or without the state to which the secretary 56 of state shall mail a copy of any process against it served upon them;
S. 6483 6 1 (6) if the foreign limited partnership is to have a registered agent, 2 their name and address within the state and a statement that the regis- 3 tered agent is to be the agent of the foreign limited partnership upon 4 whom process against it may be served; (7) if the foreign limited part- 5 nership is to have a specific date of dissolution in addition to the 6 events of dissolution set forth in article six of this chapter, the 7 latest date upon which the foreign limited partnership is to dissolve; 8 and (8) the character or purpose of the business of such foreign limited 9 partnership. 10 § 12. Paragraph (II) of subdivision (a) of section 121-1500 of the 11 partnership law is REPEALED and a new paragraph (II) is added to read as 12 follows: 13 (II)(A) The department of state shall make such instruments available 14 on its state register website, and must maintain electronic copies of 15 the instruments in a fully searchable format that is available to the 16 public. The department of state shall also transmit a copy of such 17 instrument to the department of law within seven days of filing. The 18 department of law shall publish the instrument on its "NY Open Govern- 19 ment" website or analogous website no more than seven days after receipt 20 from the department of state. 21 (B) The department of state shall publish notice of article filings 22 and any signed certificate of amendment or other certificates filed 23 pursuant to this chapter on its state register website, which shall 24 include without limitation: (1) the name of the limited liability part- 25 nership; (2) the date of filing of the articles of organization with the 26 department of state and, if the date of the formation is not the date of 27 filing of the articles of organization, the date of formation of the 28 limited liability partnership; (3) the county within the state, in which 29 the office of the limited liability partnership is located; (4) the 30 street address of the principal business location, if any; (5) a state- 31 ment that the secretary of state has been designated as agent of the 32 limited liability partnership upon whom process against it may be served 33 and the post office address within or without the state to which the 34 secretary of state shall mail a copy of any process against it served 35 upon them; (6) if the limited liability partnership is to have a regis- 36 tered agent, their name and address within the state and a statement 37 that the registered agent is to be the agent of the limited liability 38 partnership upon whom process against it may be served; (7) if the 39 limited liability partnership is to have a specific date of dissolution 40 in addition to the events of dissolution set forth in article six of 41 this chapter, the latest date upon which the limited liability partner- 42 ship is to dissolve; and (8) the character or purpose of the business of 43 such limited liability partnership. 44 § 13. Paragraph (II) of subdivision (f) of section 121-1502 of the 45 partnership law is REPEALED and a new paragraph (II) is added to read as 46 follows: 47 (II)(A) The department of state shall make such instruments available 48 on its state register website, and must maintain electronic copies of 49 the instruments in a fully searchable format that is available to the 50 public. The department of state shall also transmit a copy of such 51 instrument to the department of law within seven days of filing. The 52 department of law shall publish the instrument on its "NY Open Govern- 53 ment" website or analogous website no more than seven days after receipt 54 from the department of state. 55 (B) The department of state shall publish notice of article filings 56 and any signed certificate of amendment or other certificates filed
S. 6483 7 1 pursuant to this chapter on its state register website, which shall 2 include without limitation: (1) the name of the foreign limited liabil- 3 ity partnership; (2) the date of filing of the articles of organization 4 with the department of state and, if the date of the formation is not 5 the date of filing of the articles of organization, the date of forma- 6 tion of the foreign limited liability partnership; (3) the county within 7 the state, in which the office of the foreign limited liability partner- 8 ship is located; (4) the street address of the principal business 9 location, if any; (5) a statement that the secretary of state has been 10 designated as agent of the foreign limited liability partnership upon 11 whom process against it may be served and the post office address within 12 or without the state to which the secretary of state shall mail a copy 13 of any process against it served upon them; (6) if the foreign limited 14 liability partnership is to have a registered agent, their name and 15 address within the state and a statement that the registered agent is to 16 be the agent of the foreign limited liability partnership upon whom 17 process against it may be served; (7) if the foreign limited liability 18 partnership is to have a specific date of dissolution in addition to the 19 events of dissolution set forth in article six of this chapter, the 20 latest date upon which the foreign limited liability partnership is to 21 dissolve; and (8) the character or purpose of the business of such 22 foreign limited liability partnership. 23 § 14. Subdivision (f) of section 121-1300 of the partnership law is 24 REPEALED. 25 § 15. Section 121-1300 of the partnership law is amended by adding a 26 new subdivision (t) to read as follows: 27 (t) For the electronic publication of any documents required to be 28 filed with the department pursuant to section 121-202, 121-902, 121-1500 29 or 121-1502 of this chapter, fifty dollars. 30 § 16. Subdivisions (a-1) and (a-2) of section 121-101 of the partner- 31 ship law are REPEALED. 32 § 17. Subdivision 4 of section 23.03 of the arts and cultural affairs 33 law is REPEALED. 34 § 18. The state finance law is amended by adding a new section 89-l to 35 read as follows: 36 § 89-l. Department of state modernization fund. 1. There is hereby 37 established in the custody of the comptroller a special fund to be known 38 as the "department of state modernization fund". The moneys in such fund 39 shall be available for payment of any and all costs and expenditures 40 incurred in performing modernization and security of the department of 41 state's public-facing website, and for developing alternatives to phys- 42 ical publication of documents required to be filed pursuant to article 43 eleven of the limited liability company law, including costs and 44 expenses incidental and appurtenant thereto. 45 2. Moneys in the fund shall be kept separately from and shall not be 46 commingled with any other moneys in the custody of the state comp- 47 troller. 48 3. The fund shall consist of the revenues required to be deposited 49 therein pursuant to the provisions of subdivision (w) of section eleven 50 hundred one of the limited liability company law and subdivision (t) of 51 section 121-1300 of the partnership law, and all other moneys credited 52 or transferred thereto from any other fund or source pursuant to law. 53 4. The moneys in such fund shall be appropriated by the legislature 54 and paid out on the warrant of the state comptroller. 55 § 19. This act shall take effect on the one hundred eightieth day 56 after it shall have become a law. Effective immediately the addition,
S. 6483 8 1 amendment and/or repeal of any rule or regulation necessary for the 2 implementation of this act on its effective date are authorized to be 3 made and completed on or before such effective date.