Res. No. 48
Title
Resolution calling upon the New York State Legislature to pass, and the Governor to sign, legislation that would allow limited liability companies formed in New York to fulfill their publication requirement by publishing on the New York Department of State's website or on an online news site
Body
By Council Members Cornegy and Chin
Whereas, Many small businesses throughout the United States opt to incorporate as a limited liability company ("LLC") due to the relatively flexible corporate structure of the LLC as compared to other corporate structures; and
Whereas, The New York State Limited Liability Company Law requires a newly-formed LLC to publish notice of its formation once a week for six successive weeks in two newspapers in the county in which the office of the LLC is located before it can file a Certificate of Publication with the New York Department of State to complete formation (the "publication requirement"); and
Whereas, If a New York LLC fails to comply with the publication requirement within 120 days after formation, its authority to carry on, conduct or transact any business is suspended; and
Whereas, The purported original intent of the publication requirement was to give the local public notice of the company's existence and operations and to protect the public against fraud, the nonperformance of contractual, financial or other obligations and the usurpation of creditors' rights; and
Whereas, According to a September 27, 2012 Pew Research Center study on Trends in News Consumption, starting in 2011-2012, online and digital news sources surpassed other forms of media consumption to become the primary means of news consumption, especially as more people have begun to and continue to read their news on cell phones, tablets or other mobile platforms; and
Whereas, If the purported intent of the publication requirement is to give notice to the local...
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