N.Y. Partnership Law § 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.