BILL NUMBER: S6483
SPONSOR: KRUEGER
 
TITLE OF BILL:
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 department 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 publica-
tion; to repeal subdivision (b) of section 802, paragraph 2 of subdivi-
sion (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 subdivision (f) of section
121-1502 of the partnership law, in relation to publication require-
ments; to repeal subdivision (e-1) of section 102 of the limited liabil-
ity company law and subdivision (a-2) of section 121-101 of the partner-
ship law, relating to certificates of publication; and to repeal
subdivision 4 of section 23.03 of the arts and cultural affairs law,
relating to theatrical production company publication requirements
 
PURPOSE OR GENERAL IDEA OF BILL:
Repeals publication requirements of articles of organization under the
limited liabilities and partnership laws and creates an online filing
requirement with the department of state with additional online disclo-
sure of limited liability company and partnership filings
 
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 sections of the limited liability company law in relation to the
publication requirements for articles of organization of limited liabil-
ity companies, foreign limited liability companies, professional service
limited liability companies and foreign professional service limited
liability companies.
Repeals sections of the partnership law in relation to the publication
requirements for articles of organization of limited partnerships and
limited liability partnerships, foreign limited liability companies,
professional service limited liability companies and foreign profes-
sional service limited liability companies.
Amends section 1203 of the limited liability company law to remove these
requirements for professional services limited liability companies.
Requires that department of state promulgate rules and regulations for
the on-line filing of articles and certificates and establishes stand-
ards for electronic access to limited liability company and partnership
filings.
Establishes a fee of $50.00 for the on-line filing of documents with the
department of state and establishes a fund to provide for modernization
of Department of State online resources.
 
JUSTIFICATION:
The intent of the Legislature when enacting the LLC Law in 1994 was to
allow businesses to enjoy the advantages of incorporation, without
requiring them to adopt the organizational constraints of the business
corporation law. This was intended to be particularly useful for small
businesses.
The LLC and the Partnership Laws require that after the articles of
organization have been filed, the LLC must publish a copy of the arti-
cles or a notice of their substance, once a week, for six consecutive
weeks, in two newspapers designated by the county clerk from the county
where the LLC is located. The LLC or partnership 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, as the designated newspapers have an effec-
tive monopoly in setting the charges for notices. 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.
However, current law does not require electronic access to articles of
organization or specify other information that must be provided online.
Passage of this legislation would remove onerous and unnecessary
requirements on LLCs and partnerships forming in New York state while
improving public access to information about LLCs. It is extraordinarily
difficult to find 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.11287/S.8381 of 2008.
A.4496/S.1667 of 2009-2010
A.885/S.437 of 2011-2012
S3259/A942 2013-14
S.4274 2015-2016
A.8125/S.3360 of 2017-2018
S3361/A7642 of 2019-20
S.1481/A2551 of 2021-22
S.4716/A.7648 of 2023-24
 
FISCAL IMPLICATIONS:
None
 
EFFECTIVE DATE:
This act shall take effect on the one hundred eightieth day after it
shall have become law, provided, however that effective immediately the
department of state is directed and authorized to promulgate all rules
and regulations necessary to implement the provisions of this act on or
before its effective date.

Statutes affected:
S6483: 1006 limited liability company law, 206 limited liability company law, 1101 limited liability company law, 209 limited liability company law, 802 limited liability company law, 1203 limited liability company law, 1306 limited liability company law, 102 limited liability company law, 121-902 partnership law, 121-1500 partnership law, 121-1502 partnership law, 121-1300 partnership law, 23.03 arts and cultural affairs law, 23.03(4) arts and cultural affairs law