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New York · Through 2026-09-11

N.Y. Limited Liability Company Law § 804-a: Certificate of change

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Where this section sits in the code
  1. Limited Liability Company Law
  2. Article 8. Foreign Limited Liability Companies

§ 804-A. Certificate of change. (a) A foreign limited liability

company may amend its application for authority from time to time to (i)

specify or change the location of the limited liability company's

office; (ii) specify or change the post office address to which the

secretary of state shall mail a copy of any process against the limited

liability company served upon him or her; (iii) specify, change or

delete the email address to which the secretary of state shall email a

notice of the fact that process against the limited liability company

has been electronically served upon him or her; and (iv) to make, revoke

or change the designation of a registered agent, or to specify or change

the address of a registered agent. Any one or more such changes may be

accomplished by filing a certificate of change which shall be entitled

"Certificate of Change of ........ (name of limited liability company)

under section 804-A of the Limited Liability Company Law" and shall be

signed and delivered to the department of state. It shall set forth:

(1) the name of the foreign limited liability company and, if

applicable, the fictitious name the limited liability company has agreed

to use in this state pursuant to section eight hundred two of this

article;

(2) the date its application for authority was filed by the department

of state; and

(3) each change effected thereby,

(b) A certificate of change which changes only the post office address

to which the secretary of state shall mail a copy of any process against

a foreign limited liability company served upon him or her, and/or the

email address to which the secretary of state shall email a notice of

the fact that process against it has been electronically served upon the

secretary of state, and/or the address of the registered agent, provided

such address being changed is the address of a person, partnership or

corporation whose address, as agent, is the address to be changed,

and/or the email address being changed is the email address of a person,

partnership or other corporation whose email address, as agent, is the

email address to be changed, or who has been designated as registered

agent for such limited liability company may be signed and delivered to

the department of state by such agent. The certificate of change shall

set forth the statements required under subdivision (a) of this section;

that a notice of the proposed change was mailed to the foreign limited

liability company by the party signing the certificate not less than

thirty days prior to the date of delivery to the department of state and

that such foreign limited liability company has not objected thereto;

and that the party signing the certificate is the agent of such foreign

limited liability company to whose address the secretary of state is

required to mail copies of process, and/or the agent of such foreign

limited liability company to whose email address the secretary of state

is required to email a notice of the fact that process against it has

been electronically served upon the secretary of state, or the

registered agent, if such be the case. A certificate signed and

delivered under this subdivision shall not be deemed to effect a change

of location of the office of the foreign limited liability company in

whose behalf such certificate is filed.

Collected 2026-09-14T19:32:45Z. Source file · JSON

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