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History
- Referred to corporations, authorities and commissions
- Referred to corporations, authorities and commissions
Companion bill
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Eliminates certain publication requirements for limited liability companies and limited liability partnerships; repealer
In Assembly Committee · Corporations, Authorities And Commissions · Sponsor Micah Kellner
Full text
The text isn't available here yet. Check nysenate.gov.
Sponsor's memo
BILL NUMBER:S437
Title of bill
An act to amend the limited liability company law and the arts and cultural affairs law, in relation to publication requirements; and to repeal section 206 of the limited liability company law, relating to affidavits of publication
Purpose or general idea of bill
Repeals publication requirements of articles of organization under the limited liabilities laws and creates an online filing requirement with the department of state.
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 section 206 of the limited liability company law in relation to the publication requirements for articles of organization of limited liability companies.
Requires that department of state promulgate rules and regulations for the on-line filing of articles and certificates.
Establishes a fee of $50.00 for the on-line filing of documents with the department of state.
Justification
The intent of the Legislature when enacting the LLCL 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 is particularly useful for small businesses.
§ 206 of the LLCL requires that after the articles of organization have been filed, the LLC must publish a copy of the articles or a notice of their substance, once a week, for six consecutive weeks, in two newspapers from the county where the LLC is located. The LLC 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. 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. It is extraordinarily difficult to find this 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
Fiscal implications
Unknown.
Effective date
This act shall take effect immediately.
Summaries, headlines and scores are AI-generated from the official bill text. How we score bills. Source: NYS Open Legislation.