2023 New York Laws › LLC - Limited Liability Company Law › Article 3 - Service of Process › 301-A - Resignation for Receipt of Process.

301-A.  Resignation  for receipt of process. (a) The party (or his/her
legal representative) whose post office address has been supplied  by  a
domestic  limited liability company or foreign limited liability company
as  its  address  for  process  may  resign.  A   certificate   entitled
"Certificate  of  Resignation for Receipt of Process under section 301-A
of the Limited Liability Company Law" shall be signed by such party  and
delivered to the department of state. It shall set forth:
(1)  the  name  of the limited liability company and the date that its
articles of organization or application for authority was filed  by  the
department of state.
(2)  that  the address of the party has been designated by the limited
liability company as the post office address to which the  secretary  of
state  shall mail a copy of any process served on the secretary of state
as agent for such limited liability company, and that such party  wishes
to resign.
(3)  that  sixty  days  prior  to  the  filing  of  the certificate of
resignation with the department of state the party has sent  a  copy  of
the  certificate  of resignation for receipt of process by registered or
certified mail to the address of the registered agent of the  designated
limited   liability   company,  if  other  than  the  party  filing  the
certificate of resignation, for receipt of process, or if the  resigning
limited  liability  company  has  no  registered agent, then to the last
address of the designated limited liability company known to the  party,
specifying  the  address  to  which  the  copy  was sent. If there is no
registered agent  and  no  known  address  of  the  designating  limited
liability   company,   the  party  shall  attach  an  affidavit  to  the
certificate stating that a diligent but unsuccessful search was made  by
the  party  to  locate  the  limited  liability company, specifying what
efforts were made.
(4) that the designated  limited  liability  company  is  required  to
deliver  to the department of state a certificate of amendment or change
providing for the designation by the limited liability company of a  new
address,  and  that  upon  its  failure  to  file  such  certificate its
authority to do business in this state shall be suspended.
(b) Upon the failure of the designating limited liability  company  to
file  a  certificate of amendment or certificate of change providing for
the designation by the limited liability  company  of  the  new  address
after  the filing of a certificate of resignation for receipt of process
with the secretary of state, its authority to do business in this  state
shall be suspended.
(c)  The  filing  by  the  department  of  state  of  a certificate of
amendment or certificate of change or the filing of  a  statement  under
section three hundred one of this article providing for a new address by
a  designating  limited liability company shall annul the suspension and
its authority to do  business  in  this  state  shall  be  restored  and
continued as if no suspension had occurred.
(d) The resignation for receipt of process shall become effective upon
the  filing  by  the department of state of a certificate of resignation
for receipt of process.
(e)(1) In any case in which  a  limited  liability  company  suspended
pursuant  to  this  section  would  be  subject to the personal or other
jurisdiction of the courts of this state  under  article  three  of  the
civil  practice  law  and  rules, process against such limited liability
company may be served upon the secretary of state as its agent  pursuant
to  this  section. Such process may be issued in any court in this state
having jurisdiction of the subject matter.
(2) Service of such process upon the secretary of state shall be  made
by  personally delivering to and leaving with him or his deputy, or with

any person authorized by the secretary of state to receive such service,
at the office of the department of state in the city of Albany,  a  copy
of  such  process  together with the statutory fee, which fee shall be a
taxable disbursement. Such service shall be sufficient if notice thereof
and a copy of the process are:
(i)  delivered personally within or without that state to such limited
liability company by a person and in  the  manner  authorized  to  serve
process by law of the jurisdiction in which service is made, or
(ii)  sent by or on behalf of the plaintiff to such limited company by
registered or certified mail with return receipt requested to  the  last
address of such limited liability company known to the plaintiff.
(3)(i)  Where  service  of  a copy of process was effected by personal
service, proof of service shall be by affidavit of compliance  with  the
section  filed, together with the process, within thirty days after such
service, with the clerk of the court in  which  the  action  or  special
proceeding  is  pending.  Service  of process shall be complete ten days
after such papers are filed with the clerk of the court.
(ii) Where service of a copy of process was  effected  by  mailing  in
accordance  with this section, proof of service shall be by affidavit of
compliance with this section filed, together with  the  process,  within
thirty  days  after  receipt of the return receipt signed by the limited
liability company or other official proof of delivery or of the original
envelope mailed. If a copy of the process is mailed in  accordance  with
this  section,  there  shall  be  filed with the affidavit of compliance
either the return receipt  signed  by  such  limited  company  or  other
official  proof  of  delivery,  if  acceptance  was  refused  by it, the
original envelope  with  a  notation  by  the  postal  authorities  that
acceptance  was  refused. If acceptance was refused a copy of the notice
and process together  with  notice  of  the  mailing  by  registered  or
certified  mail  and  refusal  to  accept shall be promptly sent to such
limited liability company at the same address by ordinary mail  and  the
affidavit  of  compliance  shall  so  state. Service of process shall be
complete ten days after such papers are filed  with  the  clerk  of  the
court.  The  refusal  to  accept delivery of the registered or certified
mail or to sign the return receipt shall not affect the validity of  the
service  and  such  limited  liability  company  refusing to accept such
registered or certified mail shall be  charged  with  knowledge  of  the
contents thereof.
(4)  Service  made as provided in this section without the state shall
have the same force as personal service made within this state.
(5) Nothing in this section shall affect the right to serve process in
any other manner permitted by law.