N.Y.
Limited Liability Company Law Section 1203
Formation
Mentioned in
Forming a Limited Liability Company in New York
NY Dept. of State, September 7, 2023
“The following information has been developed to answer your questions regarding formation of an LLC and to assist in the filing of the Articles of Organization.”
Bibliographic info
(a)
Notwithstanding the education law or any other provision of law, one or more professionals each of whom is authorized by law to render a professional service within the state, or one or more professionals, at least one of whom is authorized by law to render a professional service within the state, may form, or cause to be formed, a professional service limited liability company for pecuniary profit under this article for the purpose of rendering the professional service or services as such professionals are authorized to practice. With respect to a professional service limited liability company formed to provide medical services as such services are defined in article 131 of the education law, each member of such limited liability company must be licensed pursuant to article 131 of the education law to practice medicine in this state. With respect to a professional service limited liability company formed to provide dental services as such services are defined in article 133 of the education law, each member of such limited liability company must be licensed pursuant to article 133 of the education law to practice dentistry in this state. With respect to a professional service limited liability company formed to provide veterinary services as such services are defined in article 135 of the education law, each member of such limited liability company must be licensed pursuant to article 135 of the education law to practice veterinary medicine in this state. With respect to a professional service limited liability company formed to provide professional engineering, land surveying, architectural, landscape architectural and/or geological services as such services are defined in article 145, article 147 and article 148 of the education law, each member of such limited liability company must be licensed pursuant to article 145, article 147 and/or article 148 of the education law to practice one or more of such professions in this state. With respect to a professional service limited liability company formed to provide licensed clinical social work services as such services are defined in article 154 of the education law, each member of such limited liability company shall be licensed pursuant to article 154 of the education law to practice licensed clinical social work in this state. With respect to a professional service limited liability company formed to provide creative arts therapy services as such services are defined in article 163 of the education law, each member of such limited liability company must be licensed pursuant to article 163 of the education law to practice creative arts therapy in this state. With respect to a professional service limited liability company formed to provide marriage and family therapy services as such services are defined in article 163 of the education law, each member of such limited liability company must be licensed pursuant to article 163 of the education law to practice marriage and family therapy in this state. With respect to a professional service limited liability company formed to provide mental health counseling services as such services are defined in article 163 of the education law, each member of such limited liability company must be licensed pursuant to article 163 of the education law to practice mental health counseling in this state. With respect to a professional service limited liability company formed to provide psychoanalysis services as such services are defined in article 163 of the education law, each member of such limited liability company must be licensed pursuant to article 163 of the education law to practice psychoanalysis in this state. With respect to a professional service limited liability company formed to provide applied behavior analysis services as such services are defined in article 167 of the education law, each member of such limited liability company must be licensed or certified pursuant to article 167 of the education law to practice applied behavior analysis in this state. In addition to engaging in such profession or professions, a professional service limited liability company may engage in any other business or activities as to which a limited liability company may be formed under § 201 (Purpose)section two hundred one of this chapter. Notwithstanding any other provision of this section, a professional service limited liability company (i) authorized to practice law may only engage in another profession or business or activities or (ii) which is engaged in a profession or other business or activities other than law may only engage in the practice of law, to the extent not prohibited by any other law of this state or any rule adopted by the appropriate appellate division of the supreme court or the court of appeals.(b)
The articles of organization of a professional service limited liability company shall meet the requirements of this chapter and (i) shall state the profession or professions to be practiced by such limited liability company and (A) the names and residence addresses of all individuals who are to be the original members and the original managers, if any, of such limited liability company, and (B) the names and residence addresses or, if none, the business address of all shareholders, directors, officers, members, managers and partners of all professional service corporations, foreign professional service corporations, professional service limited liability companies, foreign professional service limited liability companies, registered limited liability partnerships, foreign limited liability partnerships, and professional partnerships who are to be the original members or managers, if any, who are individuals of such limited liability company, (ii) shall have attached thereto a certificate or certificates issued by the licensing authority or by the comparable authority of another state certifying that each of the proposed members and managers, if any, who are individuals is authorized by law to practice a profession that such limited liability company is being formed to practice and, if applicable, that one or more of such individuals are authorized to practice within the state each profession that such limited liability company will be authorized to practice, and(iii)
if such proposed member or manager, if any, is a professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership, (A) such certificate or certificates issued by the licensing authority or by the comparable authority of another state shall certify either (1) that each proposed member or manager is authorized by law to practice a profession that such limited liability company is being formed to practice and, if applicable, that each shareholder, member or partner of such proposed member or manager is authorized by law to render a professional service within the state or (2) that one or more of such proposed members and one or more of such proposed managers, are authorized to practice within the state each profession that such limited liability company will be authorized to practice and that one or more of the shareholders, members or partners of such proposed members or managers are authorized to practice within the state each profession that such limited liability company will be authorized to practice within the state and (B) there shall be attached to the articles of organization of the professional service limited liability company a certificate by an authorized officer of the jurisdiction of its formation that the professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership or foreign limited liability partnership is validly existing and, in the case of a foreign professional service corporation, foreign professional service limited liability company or foreign limited liability partnership, a certificate from the secretary of state that such foreign professional service corporation, foreign professional service limited liability company or foreign limited liability partnership is authorized to do business under article fifteen-A of the business corporation law, under article 13 (Foreign Professional Service Limited Liability Companies)article thirteen of this chapter or under article eight-B of the partnership law, as the case may be.(c)
(1) A certified copy of the articles of organization and of each amendment thereto and restatement thereof shall be filed by the professional service limited liability company with the licensing authority within thirty days after the filing of such certificate or amendment with the department of state.(2)
(A) Within one hundred twenty days after the filing of the articles of organization, a copy of the same or a notice containing the substance thereof shall be published once in each week for six successive weeks, in two newspapers of the county in which the office of the professional service limited liability company is located, one newspaper to be printed weekly and one newspaper to be printed daily, to be designated by the county clerk. When such county is located within a city with a population of one million or more, such designation shall be as though the copy or notice were a notice or advertisement of judicial proceedings. Proof of the publication required by this subparagraph, consisting of the certificate of publication of the professional service limited liability company with the affidavits of publication of such newspapers annexed thereto, be filed with the department of state. Notwithstanding any other provision of law, if the office of the professional service limited liability company is located in a county wherein a weekly or daily newspaper of the county, or both, has not been so designated by the county clerk, then the publication herein required shall be made in a weekly or daily newspaper of any county, or both, as the case may be, which is contiguous to, such county, provided that any such newspaper meets all the other requirements of this subparagraph. A copy or notice published in a newspaper other than the newspaper or newspapers designated by the county clerk shall not be deemed to be one of the publications required by this subparagraph. The notice shall include:(i)
the name of the professional service limited liability company;(ii)
the date of filing of the articles of organization with the department of state;(iii)
the county within this state, in which the office of the professional service limited liability company is located; (iii-a) the street address of the principal business location, if any;(iv)
a statement that the secretary of state has been designated as agent of the professional service limited liability company upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon him or her;(v)
if the professional service limited liability company is to have a registered agent, his or her name and address within this state and a statement that the registered agent is to be the agent of the professional service limited liability company upon whom process against it may be served;(vi)
if the professional service limited liability company is to have a specific date of dissolution in addition to the events of dissolution set forth in § 701 (Dissolution)section seven hundred one of this chapter, the latest date upon which the professional service limited liability company is to dissolve; and(vii)
the character or purpose of the business of such professional service limited liability company. Where, at any time after completion of the first of the six weekly publications required by this subparagraph and prior to the completion of the sixth such weekly publication, there is a change in any of the information contained in the copy or notice as published, the professional service limited liability company may complete the remaining publications of the original copy or notice, and the professional service limited liability company shall not be required to publish any further or amended copy or notice. Where, at any time after completion of the six weekly publications required by this subparagraph, there is a change to any of the information contained in the copy or notice as published, no further or amended publication or republication shall be required to be made. If within one hundred twenty days after its formation, proof of such publication, consisting of the certificate of publication of the professional service limited liability company with the affidavits of publication of the newspapers annexed thereto has not been filed with the department of state, the authority of such professional service limited liability company to carry on, conduct or transact any business in this state shall be suspended, effective as of the expiration of such one hundred twenty day period. The failure of a professional service limited liability company to cause such copy or notice to be published and such certificate of publication and affidavits of publication to be filed with the department of state within such one hundred twenty day period or the suspension of such professional service limited liability company’s authority to carry on, conduct or transact business in this state pursuant to this subparagraph shall not limit or impair the validity of any contract or act of such professional service limited liability company, or any right or remedy of any other party under or by virtue of any contract, act or omission of such professional service limited liability company, or the right of any other party to maintain any action or special proceeding on any such contract, act or omission, or right of such professional service limited liability company to defend any action or special proceeding in this state, or result in any member, manager or agent of such professional service limited liability company becoming liable for the contractual obligations or other liabilities of the professional service limited liability company. If, at any time following the suspension of a professional service limited liability company’s authority to carry on, conduct or transact business in this state pursuant to this subparagraph, such professional service limited liability company shall cause proof of publication in substantial compliance with the provisions (other than the one hundred twenty day period) of this subparagraph, consisting of the certificate of publication of the professional service limited liability company with the affidavits of publication of the newspapers annexed thereto, to be filed with the department of state, such suspension of such professional service limited liability company’s authority to carry on, conduct or transact business shall be annulled. (B)(i) A professional service limited liability company which was formed prior to the effective date of this subparagraph and which complied with the publication and filing requirements of this paragraph as in effect prior to such effective date shall not be required to make any publication or republication or any filing under subparagraph (A) of this paragraph, and shall not be subject to suspension pursuant to this paragraph.(ii)
Within twelve months after the effective date of this subparagraph, a professional service limited liability company which was formed prior to such effective date and which did not comply with the publication and filing requirements of this paragraph as in effect prior to such effective date shall publish a copy of its articles of organization or a notice containing the substance thereof in the manner required (other than the one hundred twenty day period) by this paragraph as in effect prior to such effective date and file proof of such publication, consisting of the certificate of publication of the professional service limited liability company with the affidavits of publication of the newspapers annexed thereto, with the department of state.(iii)
If a professional service limited liability company that is subject to the provisions of clause (ii) of this subparagraph fails to file the required proof of publication with the department of state within twelve months after the effective date of this subparagraph, its authority to carry on, conduct or transact any business in this state shall be suspended, effective as of the expiration of such twelve month period.(iv)
The failure of a professional service limited liability company that is subject to the provisions of clause (ii) of this subparagraph to fully comply with the provisions of said clause (ii) or the suspension of such professional service limited liability company’s authority to carry on, conduct or transact any business in this state pursuant to clause (iii) of this subparagraph shall not impair or limit the validity of any contract or act of such professional service limited liability company, or any right or remedy of any other party under or by virtue of any contract, act or omission of such professional service limited liability company, or the right of any other party to maintain any action or special proceeding on any such contract, act or omission, or right of such professional service limited liability company to defend any action or special proceeding in this state, or result in any member, manager or agent of such professional service limited liability company becoming liable for the contractual obligations or other liabilities of the professional service limited liability company.(v)
If, at any time following the suspension of a professional service limited liability company’s authority to carry on, conduct or transact business in this state, pursuant to clause (iii) of this subparagraph, such professional service limited liability company shall cause proof of publication in substantial compliance with the provisions (other than the one hundred twenty day period) of subparagraph (A) of this paragraph, consisting of the certificate of publication of the professional service limited liability company with the affidavits of publication of the newspapers annexed thereto, to be filed with the department of state, such suspension of such professional service limited liability company’s authority to carry on, conduct or transact business shall be annulled.(vi)
For the purposes of this subparagraph, a professional service limited liability company which was formed prior to the effective date of this subparagraph shall be deemed to have complied with the publication and filing requirements of this paragraph as in effect prior to such effective date if (i) the professional service limited liability company was formed on or after January first, nineteen hundred ninety-nine and prior to such effective date and the professional service limited liability company filed at least one affidavit of the printer or publisher of a newspaper with the department of state at any time prior to such effective date, or(ii)
the professional service limited liability company was formed prior to January first, nineteen hundred ninety-nine, without regard to whether the professional service limited liability company did or did not file any affidavit of the printer or publisher of a newspaper with the secretary of state. (C) The information in a notice published pursuant to this paragraph shall be presumed to be in compliance with and satisfaction of the requirements of this paragraph.(d)
A professional service limited liability company, other than a professional service limited liability company authorized to practice law, shall be under the supervision of the regents of the university of the state of New York and be subject to disciplinary proceedings and penalties, and its articles of organization shall be subject to suspension, revocation or annulment for cause, in the same manner and to the same extent as is provided with respect to individuals and their licenses, certificates and registrations in title eight of the education law relating to the applicable profession. Notwithstanding the provisions of this subdivision, a professional service limited liability company authorized to practice medicine shall be subject to the pre-hearing procedures and hearing procedures as are provided with respect to individual physicians and their licenses in Title II-A of article two of the public health law.(e)
A professional service limited liability company authorized to practice law shall be subject to the regulation and control of, and its articles of organization shall be subject to suspension, revocation or annulment for cause by, the appellate division of the supreme court and the court of appeals in the same manner and to the same extent provided in the judiciary law with respect to individual attorneys and counselors-at-law. Such limited liability company need not qualify for any certification under Judiciary Law § 464 (Certification by state board of successful candidates)section four hundred sixty-four of the judiciary law, take an oath of office under Judiciary Law § 466 (Attorney’s oath of office)section four hundred sixty-six of the judiciary law or register under Judiciary Law § 467 (Registration of attorneys)section four hundred sixty-seven of the judiciary law.(f)
The order of suspension, revocation or annulment of the articles of organization of a professional service limited liability company pursuant to subdivisions (d) and (e) of this section shall be effective upon the filing of such order with the department of state.
Source:
Section 1203 — Formation, https://www.nysenate.gov/legislation/laws/LLC/1203 (updated Nov. 25, 2016; accessed Oct. 26, 2024).
