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.
Last modified: February 3, 2019