What's happening
This bill requires LLCs and limited partnerships to use their actual business location, not mailboxes or agent addresses, as their official office address in legal filings.
Why it matters
Increases transparency and accountability. by ensuring the public and state agencies can identify where a business actually operates, rather than only having access to a mailing address or registered agent location.
May help deter fraudulent, shell, or purely virtual entities. from obscuring their true operations or ownership, as they must provide a verifiable, real-world address tied to their principal business activity.
Could impact privacy and operational flexibility. for small businesses, home-based entrepreneurs, or those who rely on mailboxes for security, potentially requiring them to disclose a physical location they might prefer to keep private.
Facilitates regulatory enforcement and service of legal documents. , since the state and other parties will know where to find a business for inspections, compliance checks, or legal notifications.
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Who cares
Limited liability companies
The bill would require their designated office to be in the New York county of their principal and actual business location and make the principal business street address mandatory in newspaper notices.
Limited partnerships
The bill would impose the same office-location restriction and require their newspaper notices to include the principal business street address.
Registered agents and mailbox providers
Their addresses alone could no longer satisfy the office requirement for the specified LLC and limited partnership publication provisions.
Newspapers publishing legal notices
The bill would require covered LLC and limited partnership notices to include a principal business street address rather than providing it only if one exists.
Headline styles
Require Real Business Addresses
Plain English, a few words. Used as the page title.
Sponsors
No co-sponsors yet.
History
- Referred to corporations, authorities and commissions
- Referred to corporations, authorities and commissions
Full text
2 pagesUnderlined is new[Struck] is removedOfficial text on nysenate.gov ↗
STATE OF NEW YORK
1231
2025-2026 Regular Sessions
IN ASSEMBLY
January 9, 2025
Introduced by M. of A. PAULIN -- 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 the definition of office and the content of notices published in newspapers
The People of the State of New York, represented in Senate and Assembly, do enact as follows:
Section 1. Subdivision (s) of section 102 of the limited liability company law is amended to read as follows:
(s) "Office of the limited liability company" means the office of the limited liability company, the location of which is stated in the articles of organization of a domestic limited liability company, or in the application for authority of a foreign limited liability company. Such office [need not be a place where business activities are conducted by such limited liability company] shall be a place in the county within this state of the principal and actual business location of the company. In no event shall it only be the address of its registered agent, a post office mailbox, or a private mailbox at a mail logistics center for purposes of satisfying the requirements of section two hundred six, eight hundred two, one thousand two hundred three or one thousand three hundred six of this chapter.
§ 2. Paragraph 3-a of subdivision (a) of section 206 of the limited liability company law, as amended by chapter 44 of the laws of 2006, is amended to read as follows:
(3-a) the street address of the principal business location[, if any];
§ 3. Subparagraph 4-a of paragraph (i) of subdivision (b) of section 802 of the limited liability company law, as amended by chapter 44 of the laws of 2006, is amended to read as follows:
(4-a) the street address of the principal business location[, if any];
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD03231-01-5
§ 4. Clause (iii-a) of subparagraph (A) of paragraph 2 of subdivision (c) of section 1203 of the limited liability company law, as amended by chapter 44 of the laws of 2006, is amended to read as follows:
(iii-a) the street address of the principal business location[, if any];
§ 5. Subparagraph 4-a of paragraph (i) of subdivision (d) of section 1306 of the limited liability company law, as amended by chapter 44 of the laws of 2006, is amended to read as follows:
(4-a) the street address of the principal business location[, if any];
§ 6. Subdivision (j) of section 121-101 of the partnership law, as added by chapter 950 of the laws of 1990, is amended to read as follows:
(j) "Office of limited partnership" means the office of the limited partnership, the location of which is stated in the certificate of limited partnership of a domestic limited partnership, or in the application for authority of a foreign limited partnership or any amendment thereof. Such office [need not be a place where business activities are conducted by such limited partnership] shall be a place in the county within this state of the principal and actual business location of the partnership. In no event shall it only be the address of its registered agent, a post office mailbox, or a private mailbox at a mail logistics center for purposes of satisfying the requirements of section 121-201 or 121-902 of this chapter.
§ 7. Subparagraph 3-a of paragraph (i) of subdivision (c) of section 121-201 of the partnership law, as amended by chapter 44 of the laws of 2006, is amended to read as follows:
(3-a) the street address of the principal business location[, if any];
§ 8. Subparagraph 4-a of paragraph (i) of subdivision (d) of section 121-902 of the partnership law, as amended by chapter 44 of the laws of 2006, is amended to read as follows:
(4-a) the street address of the principal business location[, if any];
§ 9. This act shall take effect immediately.
Reflowed for reading: line numbers and page breaks removed. Cite the official text.
Summaries, headlines and scores are AI-generated from the official bill text. How we score bills. Source: NYS Open Legislation.