N.Y. Limited Liability Company Law § 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.