Bulletin: NY000285

Date:
June 05, 2006
To:
All New York State Office Counsel, Managers and Agents
RE:
Limited Liability Entities Revised Publishing Requirements

Chapter 767 of the Laws of 2006, relating to publishing and filing requirements for all LLC's, LLP's, and LP's has been amended by legislation passed (the New Chapter).

The requirement for publication has been increased from four (4) to six (6) successive weeks in the county where the entity is located.  The publication must now set forth the principal place business.

The publication no longer needs to contain the list of the 10 persons with the most valuable interest.

The requirement for filing the certificate and affidavits of publication within 120 days of formation has not been changed.

The publication must be within 120 days after formation. A certificate of publication and affidavits of publication must be filed with the Department of State within the 120-day period.

For an entity formed before June 1, 2006, compliance with the above publication and filing requirements must be made no later than 12 months after June 1, 2006.

Failure to publish and file within the time limits, while suspending the authority of the entity, will again no longer invalidate any contract or acts of the entity, nor suspend its right to defend itself in the courts of New York.

Suggested exceptions for these two situations are:

For an LLC, LLP, LP filed after June 1, 2006, proof will be required to show filingof acertificate of publication and affidavits of publication with the Department of State within the 120-day period immediately following formation.  Publication is required for 6 successive weeks, and must contain the principal place of business.

For an LLC, LLP, LP filed prior to June 1, 2006, proof will be required to show filingof acertificate of publication and affidavits of publication with the Department of State no later than 12 months from June 1, 2006.  Publication is required for 6 successive weeks, and must contain the principal place of business.

THIS BULLETIN IS FURNISHED TO INFORM YOU OF CURRENT DEVELOPMENTS. AS A REMINDER, YOU ARE CHARGED WITH KNOWLEDGE OF THE CONTENT ON VIRTUAL UNDERWRITER  AS IT EXISTS FROM TIME TO TIME AS IT APPLIES TO YOU, AS WELL AS ANY OTHER INSTRUCTIONS. OUR UNDERWRITING AGREEMENTS DO NOT AUTHORIZE OUR ISSUING AGENTS TO ENGAGE IN SETTLEMENTS OR CLOSINGS ON BEHALF OF STEWART TITLE GUARANTY COMPANY. THIS BULLETIN IS NOT INTENDED TO DIRECT YOUR ESCROW OR SETTLEMENT PRACTICES OR TO CHANGE PROVISIONS OF APPLICABLE UNDERWRITING AGREEMENTS. CONFIDENTIAL, PROPRIETARY, OR NONPUBLIC PERSONAL INFORMATION SHOULD NEVER BE SHARED OR DISSEMINATED EXCEPT AS ALLOWED BY LAW. IF APPLICABLE STATE LAW OR REGULATION IMPOSES ADDITIONAL REQUIREMENTS, YOU SHOULD CONTINUE TO COMPLY WITH THOSE REQUIREMENTS.

References

Bulletins Replaced:
None
Related Bulletins:
NY000279 Limited Liability Company New Publishing Requirements
Underwriting Manual:
None
Exceptions Manual:
None
Forms:
None