2023 New York Laws › PTR - Partnership › Article 8-B - Registered Limited Liability Partnerships › 121-1506 - Resignation for Receipt of Process.

§ 121-1506. Resignation for receipt of process. (a) A registered agent
may  resign  as  such  agent.  A  certificate  entitled  "Certificate of
resignation of registered agent of ......  (name  of  limited  liability
partnership)  under  section  121-1506  of the Partnership Law" shall be
signed and delivered to the department of state. It shall set forth:
(1) That he resigns as registered agent  for  the  designated  limited
liability partnership.
(2) The date the certificate of registration of the designated limited
liability partnership was filed by the department of state.
(3)  That  he  has  sent  a  copy of the certificate of resignation by
registered mail to the designating limited liability partnership at  the
post office address on file in the department of state specified for the
mailing  of  process or if such address is the address of the registered
agent,  then  to  the  office  of  the  designating  limited   liability
partnership in the jurisdiction of its formation.
(b) The party (or the party's legal representative) whose post address
has  been supplied by a limited liability partnership as its address for
process may resign. A certificate entitled "Certificate  of  Resignation
for Receipt of Process under Section 121-1506(b) of the Partnership 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 partnership and  the  date  that
its certificate of registration was filed by the department of state.
(2)  That  the address of the party has been designated by the limited
liability partnership 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  partnership  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  partnership,  if  other  than  the  party filing the
certificate of resignation, for receipt of process, or if the  resigning
limited  liability partnership has no registered agent, then to the last
address of the designated limited liability partnership,  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 partnership  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 partnership,  specifying  what
efforts were made.
(4)  That  the designated limited liability partnership is required to
deliver to the department of state a certificate of amendment  providing
for  the  designation  by  the  limited  liability  partnership of a new
address and  that  upon  its  failure  to  file  such  certificate,  its
authority to do business in this state shall be suspended.
(c)  Upon the failure of the designating limited liability partnership
to file a certificate of amendment providing for the designation by  the
limited  liability  partnership 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.
(d)  The  filing  by  the  department  of  state  of  a certificate of
amendment or the filing of a statement providing for a new address by  a
designating limited liability partnership shall annul the suspension and
its  authority  to  do  business  in  this  state  shall be restored and
continued as if no suspension had occurred.
(e) 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.
(f)(1)  In any case in which a limited liability partnership 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
partnership  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 this state to such limited
liability partnership 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 liability
partnership  by  registered  or  certified  mail  with  return   receipt
requested  to  the  last  address  of such limited liability partnership
known to the plaintiff.
(3)(i) Where service of a copy of process  was  effected  by  personal
service,  proof  of  service shall be by an affidavit of compliance with
this 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 partnership, 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  liability
partnership  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  partnership  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 partnership  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.
(g)  The  filing of a certificate of resignation of a registered agent
pursuant to subdivision (a) of this section shall be accompanied by  the
fee  of  ten dollars, and the filing of a certificate of resignation for

receipt of process pursuant to subdivision (b) of this section shall  be
accompanied by the fee of ten dollars.