2013 New York Consolidated Laws
LLC - Limited Liability Company Law
Article 8 - (801 - 809) FOREIGN LIMITED LIABILITY COMPANIES
802 - Application for authority.

 
    §  802.  Application  for authority. (a) Before doing business in this
  state, a foreign limited liability company shall apply for authority  to
  do business in this state by submitting to the department of state (i) a
  certificate  of  existence  or,  if no such certificate is issued by the
  jurisdiction  of  formation,  a  certified  copy  of  the  articles   of
  organization  of  the  limited  liability  company  and  all  subsequent
  amendments thereto or, if no articles of organization have been filed, a
  certified copy of the certificate filed as its organizational basis  and
  all  amendments  thereto  (if such certificate or certified copy is in a
  foreign language, a translation in English thereof  under  oath  of  the
  translator  shall  be  attached  thereto)  and  (ii)  an application for
  authority as a foreign limited liability company  entitled  "Application
  for  authority  of...  (name of foreign limited liability company) under
  section eight hundred two of the Limited Liability Company Law,"  signed
  and setting forth:
    (1)  the  name  of  the  foreign  limited  liability company and, if a
  foreign liability company's name is  not  acceptable  for  authorization
  pursuant  to  section  two  hundred four of this chapter, the fictitious
  name under which it proposes to apply for authority and do  business  in
  this  state,  which name shall be in compliance with section two hundred
  four of this chapter and shall be used by the foreign limited  liability
  company  in  all  its  dealings  with the department of state and in the
  conduct of its business in this state. The  provisions  of  section  one
  hundred  thirty  of  the  general  business  law  shall not apply to any
  fictitious name filed by a foreign limited liability company pursuant to
  this section, and a filing under  section  one  hundred  thirty  of  the
  general  business  law shall not constitute the adoption of a fictitious
  name;
    (2) the jurisdiction and date of its organization;
    (3) the county within this state in which the office  of  the  foreign
  limited  liability  company  is  to be located or if the foreign limited
  liability company shall maintain more than one office in this state, the
  county within the state in which the principal  office  of  the  foreign
  limited liability company is to be located;
    (4)  a  designation  of  the secretary of state as its agent upon whom
  process against it may be served and the post office address  within  or
  without  this state to which the secretary of state shall mail a copy of
  any process against it served upon him or her;
    (5) if it is to have a registered agent, his or her name  and  address
  within  the state and a statement that the registered agent is to be its
  agent upon whom process may be served;
    (6) the address of  the  office  required  to  be  maintained  in  the
  jurisdiction  of  its  formation by the laws of that jurisdiction or, if
  not so  required,  of  the  principal  office  of  the  foreign  limited
  liability company;
    (7)  a  statement  that  the  foreign  limited liability company is in
  existence in the jurisdiction of its formation at the time of the filing
  of such application; and
    (8) the name and address of the authorized officer in the jurisdiction
  of its formation where a copy of its articles of organization  is  filed
  or,  if  no public filing of its articles of organization is required by
  the law of the jurisdiction of formation, a statement that  the  foreign
  limited liability company shall provide, on request, a copy thereof with
  all  amendments  thereto (if such documents are in a foreign language, a
  translation in English thereof under oath of  the  translator  shall  be
  attached  thereto),  and  the name and post office address of the person
  responsible for providing such copies.

    (b) (i) Within one  hundred  twenty  days  after  the  filing  of  the
  application  for  authority  with the department of state, a copy of the
  same or a notice containing the substance  thereof  shall  be  published
  once  in  each  week  for six successive weeks, in two newspapers of the
  county  within  this  state  in  which the office of the foreign limited
  liability company is located, one newspaper to be printed weekly and one
  newspaper to be printed daily, to be designated  by  the  county  clerk.
  When  such  county  is  located  within  a city with a population of one
  million or more, such designation shall be as though the copy or  notice
  were  a  notice  or  advertisement of judicial proceedings. Proof of the
  publication required by this paragraph, consisting of the certificate of
  publication of the foreign limited liability company with the affidavits
  of publication of such newspapers annexed thereto, must  be  filed  with
  the  department of state. Notwithstanding any other provision of law, if
  the office of the foreign limited liability  company  is  located  in  a
  county  wherein  a weekly or daily newspaper of the county, or both, has
  not been so designated by the county clerk, then the publication  herein
  required  shall be made in a weekly or daily newspaper of any county, or
  both, as the case may be, which is contiguous to, such county,  provided
  that  any  such  newspaper  meets  all  the  other  requirements of this
  paragraph. A copy or notice published in  a  newspaper  other  than  the
  newspaper  or  newspapers  designated  by  the county clerk shall not be
  deemed to be one of the publications required by this  subdivision.  The
  notice  shall  include:  (l)  the  name of the foreign limited liability
  company; (2) the date of filing of the application  for  authority  with
  the   department  of  state;  (3)  the  jurisdiction  and  date  of  its
  organization; (4) the county within this state, in which the  office  of
  the  foreign  limited  liability  company  is  located; (4-a) the street
  address of the principal business location, if any; (5) a statement that
  the secretary of state has been  designated  as  agent  of  the  foreign
  limited liability company upon whom process against it may be served and
  the  post  office  address  within  or  without  this state to which the
  secretary of state shall mail a copy of any process  against  it  served
  upon him or her; (6) if the foreign limited liability company is to have
  a  registered agent, his or her name and address within this state and a
  statement that the registered agent is to be the agent  of  the  foreign
  limited  liability  company  upon whom process against it may be served;
  (7) the  address  of  the  office  required  to  be  maintained  in  the
  jurisdiction of its organization by the laws of that jurisdiction or, if
  not  so  required,  of  the  principal  office  of  the  foreign limited
  liability company; (8) the name and address of the authorized officer in
  its jurisdiction of organization where a  copy  of  its  certificate  of
  organization  is  filed  or,  if  no public filing of its certificate of
  organization is required by the law of its jurisdiction of organization,
  a statement that the foreign limited liability company shall provide, on
  request, a copy thereof with all amendments thereto (if  such  documents
  are  in  a  foreign  language,  a  translation thereof under oath of the
  translator shall be attached thereto), and  the  name  and  post  office
  address of the person responsible for providing such copies; and (9) the
  character  or  purpose of the business of such foreign limited liability
  company. Where, at any time after completion of the  first  of  the  six
  weekly  publications  required  by  this  paragraph  and  prior  to  the
  completion of the sixth such weekly publication, there is  a  change  in
  any of the information contained in the copy or notice as published, the
  foreign   limited   liability   company   may   complete  the  remaining
  publications of the original copy or notice,  and  the  foreign  limited
  liability  company  shall  not  be  required  to  publish any further or
  amended copy or notice. Where, at any time after completion of  the  six

  weekly publications required by this paragraph, there is a change to any
  of  the  information  contained  in  the copy or notice as published, no
  further or amended publication or republication shall be required to  be
  made.  If  within  one  hundred  twenty  days  after  the  filing of its
  application for authority with the department of state,  proof  of  such
  publication, consisting of the certificate of publication of the foreign
  limited  liability  company  with  the  affidavits of publication of the
  newspapers annexed thereto has not been filed  with  the  department  of
  state,  the authority of such foreign limited liability company to carry
  on, conduct or transact any business in this state shall  be  suspended,
  effective  as  of  the expiration of such one hundred twenty day period.
  The failure of a foreign limited liability company to cause such copy or
  notice  to  be  published  and  such  certificate  of  publication   and
  affidavits  of  publication  to  be  filed  with the department of state
  within such one hundred twenty day period  or  the  suspension  of  such
  foreign  limited  liability  company's authority to carry on, conduct or
  transact business in this state pursuant to  this  paragraph  shall  not
  limit  or  impair  the  validity  of any contract or act of such foreign
  limited liability company, or any right or remedy  of  any  other  party
  under  or  by  virtue  of  any contract, act or omission of such foreign
  limited liability company, or the right of any other party  to  maintain
  any  action or special proceeding on any such contract, act or omission,
  or right of such foreign limited liability company to defend any  action
  or special proceeding in this state, or result in any member, manager or
  agent  of such foreign limited liability company becoming liable for the
  contractual obligations or other  liabilities  of  the  foreign  limited
  liability company. If, at any time following the suspension of a foreign
  limited  liability  company's authority to carry on, conduct or transact
  business in this state pursuant to this paragraph, such foreign  limited
  liability  company  shall  cause  proof  of  publication  in substantial
  compliance with the provisions (other than the one  hundred  twenty  day
  period)  of this paragraph, consisting of the certificate of publication
  of  the  foreign  limited  liability  company  with  the  affidavits  of
  publication  of  the  newspapers  annexed  thereto, to be filed with the
  department of state, such suspension of such foreign  limited  liability
  company's  authority  to carry on, conduct or transact business shall be
  annulled.
    (ii)(1) A foreign limited liability company which was formed and filed
  its application for authority with the department of state prior to  the
  effective  date  of this paragraph and complied with the publication and
  filing requirements of this subdivision  as  in  effect  prior  to  such
  effective  date  shall  not  be  required  to  make  any  publication or
  republication or any filing under paragraph (i) of this subdivision, and
  shall not be subject to suspension pursuant to this subdivision.
    (2) Within twelve months after the effective date of this paragraph, a
  foreign limited  liability  company  which  was  formed  and  filed  its
  application  for  authority  with  the department of state prior to such
  effective date and which did not comply with the publication and  filing
  requirements  of  this  subdivision as in effect prior to such effective
  date shall publish a copy of its application for authority or  a  notice
  containing  the substance thereof in the manner required (other than the
  one hundred twenty day period) by this subdivision as in effect prior to
  such effective date and file proof of such  publication,  consisting  of
  the  certificate of publication of the foreign limited liability company
  with the affidavits of publication of the  newspapers  annexed  thereto,
  with the department of state.
    (3)  If  a  foreign  limited  liability company that is subject to the
  provisions of subparagraph two of  this  paragraph  fails  to  file  the

  required proof of publication with the department of state within twelve
  months  after  the  effective  date  of this paragraph, its authority to
  carry on, conduct or transact  any  business  in  this  state  shall  be
  suspended, effective as of the expiration of such twelve month period.
    (4) The failure of a foreign limited liability company that is subject
  to  the provisions of subparagraph two of this paragraph to fully comply
  with the provisions of said subparagraph two or the suspension  of  such
  foreign  limited  liability  company's authority to carry on, conduct or
  transact any business in this state pursuant to  subparagraph  three  of
  this paragraph shall not impair or limit the validity of any contract or
  act of such foreign limited liability company, or any right or remedy of
  any  other  party under or by virtue of any contract, act or omission of
  such foreign limited liability company, or the right of any other  party
  to  maintain  any action or special proceeding on any such contract, act
  or omission, or right of  such  foreign  limited  liability  company  to
  defend  any action or special proceeding in this state, or result in any
  member, manager or agent  of  such  foreign  limited  liability  company
  becoming  liable for the contractual obligations or other liabilities of
  the foreign limited liability company.
    (5) If, at any time following the  suspension  of  a  foreign  limited
  liability  company's authority to carry on, conduct or transact business
  in this state, pursuant to subparagraph three of  this  paragraph,  such
  foreign  limited  liability  company shall cause proof of publication in
  substantial compliance with the provisions (other than the  one  hundred
  twenty  day  period) of paragraph (i) of this subdivision, consisting of
  the certificate of publication of the foreign limited liability  company
  with the affidavits of publication of the newspapers annexed thereto, to
  be  filed  with the department of state, such suspension of such foreign
  limited liability company's authority to carry on, conduct  or  transact
  business shall be annulled.
    (6)  For  the  purposes of this paragraph, a foreign limited liability
  company which was formed and filed its application  for  authority  with
  the  department  of  state prior to the effective date of this paragraph
  shall be deemed  to  have  complied  with  the  publication  and  filing
  requirements  of  this  subdivision as in effect prior to such effective
  date if (i) the foreign limited liability company was formed  and  filed
  its  application  for authority with the department of state on or after
  January first, nineteen hundred ninety-nine and prior to such  effective
  date  and  the  foreign  limited  liability  company  filed at least one
  affidavit of the printer or publisher of a newspaper with the department
  of state at any time prior to such effective date, or (ii)  the  foreign
  limited  liability  company  was  formed  and  filed its application for
  authority with the department of state prior to January first,  nineteen
  hundred  ninety-nine,  without  regard  to  whether  the foreign limited
  liability company did or did not file any affidavit of  the  printer  or
  publisher of a newspaper with the secretary of state.
    (iii)   The  information  in  a  notice  published  pursuant  to  this
  subdivision shall be presumed to be in compliance with and  satisfaction
  of the requirements of this subdivision.