§ 301-A — Resignation for receipt of process

New York § 301-A

• Jurisdiction: New York
• Law LLC: Limited Liability Company Law
• Art. 3: Service of Process

Text

301-A. Resignation for receipt of process. (a) The party (or his/her\nlegal representative) whose post office address has been supplied by a\ndomestic limited liability company or foreign limited liability company\nas its address for process may resign. A certificate entitled\n"Certificate of Resignation for Receipt of Process under section 301-A\nof the Limited Liability Company Law" shall be signed by such party and\ndelivered to the department of state. It shall set forth:\n (1) the name of the limited liability company and the date that its\narticles of organization or application for authority was filed by the\ndepartment of state.\n (2) that the address of the party has been designated by the limited\nliability company as the post office address to which the secretary of\nstate shall mail a copy of any process served on the secretary of state\nas agent for such limited liability company, and that such party wishes\nto resign.\n (3) that sixty days prior to the filing of the certificate of\nresignation with the department of state the party has sent a copy of\nthe certificate of resignation for receipt of process by registered or\ncertified mail to the address of the registered agent of the designated\nlimited liability company, if other than the party filing the\ncertificate of resignation, for receipt of process, or if the resigning\nlimited liability company has no registered agent, then to the last\naddress of the designated limited liability company known to the party,\nspecifying the address to which the copy was sent. If there is no\nregistered agent and no known address of the designating limited\nliability company, the party shall attach an affidavit to the\ncertificate stating that a diligent but unsuccessful search was made by\nthe party to locate the limited liability company, specifying what\nefforts were made.\n (4) that the designated limited liability company is required to\ndeliver to the department of state a certificate of amendment or change\nproviding for the designation by the limited liability company of a new\naddress, and that upon its failure to file such certificate its\nauthority to do business in this state shall be suspended.\n (b) Upon the failure of the designating limited liability company to\nfile a certificate of amendment or certificate of change providing for\nthe designation by the limited liability company of the new address\nafter the filing of a certificate of resignation for receipt of process\nwith the secretary of state, its authority to do business in this state\nshall be suspended.\n (c) The filing by the department of state of a certificate of\namendment or certificate of change or the filing of a statement under\nsection three hundred one of this article providing for a new address by\na designating limited liability company shall annul the suspension and\nits authority to do business in this state shall be restored and\ncontinued as if no suspension had occurred.\n (d) The resignation for receipt of process shall become effective upon\nthe filing by the department of state of a certificate of resignation\nfor receipt of process.\n (e)(1) In any case in which a limited liability company suspended\npursuant to this section would be subject to the personal or other\njurisdiction of the courts of this state under article three of the\ncivil practice law and rules, process against such limited liability\ncompany may be served upon the secretary of state as its agent pursuant\nto this section. Such process may be issued in any court in this state\nhaving jurisdiction of the subject matter.\n (2) Service of such process upon the secretary of state shall be made\nby personally delivering to and leaving with him or his deputy, or with\nany person authorized by the secretary of state to receive such service,\nat the office of the department of state in the city of Albany, a copy\nof such process together with the statutory fee, which fee shall be a\ntaxable disbursement. Such service shall be sufficient if notice thereof\nand a copy of the process are:\n (i) delivered personally within or without that state to such limited\nliability company by a person and in the manner authorized to serve\nprocess by law of the jurisdiction in which service is made, or\n (ii) sent by or on behalf of the plaintiff to such limited company by\nregistered or certified mail with return receipt requested to the last\naddress of such limited liability company known to the plaintiff.\n (3)(i) Where service of a copy of process was effected by personal\nservice, proof of service shall be by affidavit of compliance with the\nsection filed, together with the process, within thirty days after such\nservice, with the clerk of the court in which the action or special\nproceeding is pending. Service of process shall be complete ten days\nafter such papers are filed with the clerk of the court.\n (ii) Where service of a copy of process was effected by mailing in\naccordance with this section, proof of service shall be by affidavit of\ncompliance with this section filed, together with the process, within\nthirty days after receipt of the return receipt signed by the limited\nliability company or other official proof of delivery or of the original\nenvelope mailed. If a copy of the process is mailed in accordance with\nthis section, there shall be filed with the affidavit of compliance\neither the return receipt signed by such limited company or other\nofficial proof of delivery, if acceptance was refused by it, the\noriginal envelope with a notation by the postal authorities that\nacceptance was refused. If acceptance was refused a copy of the notice\nand process together with notice of the mailing by registered or\ncertified mail and refusal to accept shall be promptly sent to such\nlimited liability company at the same address by ordinary mail and the\naffidavit of compliance shall so state. Service of process shall be\ncomplete ten days after such papers are filed with the clerk of the\ncourt. The refusal to accept delivery of the registered or certified\nmail or to sign the return receipt shall not affect the validity of the\nservice and such limited liability company refusing to accept such\nregistered or certified mail shall be charged with knowledge of the\ncontents thereof.\n (4) Service made as provided in this section without the state shall\nhave the same force as personal service made within this state.\n (5) Nothing in this section shall affect the right to serve process in\nany other manner permitted by law.\n