N.Y.
Limited Liability Company Law Section 1306
Filing requirements
(a)
A foreign professional service limited liability company may apply for authority to do business in this state. An application entitled “Application for authority of... (name of limited liability company) under section thirteen hundred six of the Limited Liability Company Law,” shall be signed by an authorized person for the limited liability company and delivered to the department of state. It shall set forth:(1)
the name of the foreign professional service limited liability company. If the name does not end with the words “Professional Limited Liability Company” or “Limited Liability Company” or the abbreviation “P.L.L.C.”, “PLLC”, “L.L.C.” or “LLC”, it shall in addition to the foregoing set forth the name to be used in this state, ending with the words “Professional Limited Liability Company” or “Limited Liability Company” or the abbreviation “P.L.L.C.”, “PLLC”, “L.L.C.” or “LLC”;(2)
the jurisdiction and date of its formation;(3)
a statement of the profession or professions to be practiced in this state and a statement that the foreign professional service limited liability company is authorized to practice such profession or professions in the jurisdiction of its formation;(4)
the name, address and, where applicable, license number of each professional within the foreign professional service limited liability company who is licensed to practice the profession or professions in this state;(5)
the city, incorporated village or town and the county within this state in which its office is to be located;(6)
a designation of the secretary of state as its agent 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. The limited liability company may include an email address to which the secretary of state shall email a notice of the fact that process against it has been electronically served upon him or her; and(7)
if it 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 its agent upon whom process against it may be served.(b)
Attached to the application for authority shall be:(1)
a certificate by an authorized officer of the jurisdiction of its formation that the foreign professional service limited liability company is an existing limited liability company;(2)
a certificate or certificates issued by the licensing authority that each professional within such limited liability company who is an individual and intending to practice the profession or professions in this state is licensed to practice said profession or professions in this state and for each such professional that 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 shall certify either (i) that each such 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 intending to practice a profession in the state is authorized by law to practice in the state the profession that such foreign limited liability company intends to practice in the state and, if applicable, that each shareholder, member or partner of such proposed member or manager is authorized by law to render the professional service that such foreign limited liability company intends to practice in this state or (ii) that one or more of such 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, intending to practice a profession in this state is authorized by law to practice in this state the profession that such foreign limited liability company intends to practice and that one or more of the shareholders, members or partners of such proposed members or managers are authorized to practice within this state each profession that such foreign limited liability company will be authorized to practice within this state and (B) there shall be attached to the application for authority 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, this article or article eight-B of the partnership law, as the case may be. In order to obtain said certificate or certificates, a copy of the articles of organization shall be furnished to the licensing authority; and(3)
a certificate or certificates, issued by the licensing authority in the case of a foreign professional service limited liability company providing health services, stating that each member or manager of the foreign professional service limited liability company is licensed to practice said profession in this state.(c)
The fee for filing the application for authority shall be two hundred dollars, payable to the department of state, and the fee for a certificate of authority issued by the state education department shall be fifty dollars.(d)
(i) Within one hundred twenty days after the filing of the application for authority with the department of state, 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 within this state in which the office of the foreign 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 paragraph, consisting of the certificate of publication of the foreign professional service limited liability company with the affidavits of publication of such newspapers annexed thereto, must be filed with the department of state. Notwithstanding any other provision of law, if the office of the foreign 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 paragraph. 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 paragraph. The notice shall include:(1)
the name of the foreign professional service limited liability company;(2)
the date of filing of the application for authority with the department of state;(3)
the jurisdiction and date of its organization;(4)
the county within this state, in which the office of the foreign professional service limited liability company is located; (4-a) the street address of the principal business location, if any;(5)
a statement that the secretary of state has been designated as agent of the foreign 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;(6)
if the foreign 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 foreign professional service limited liability company upon whom process against it may be served;(7)
the address of the office required to be maintained in the jurisdiction of its organization by the laws of that jurisdiction or, if not so required, of the principal office of the foreign professional service limited liability company;(8)
the name and address of the authorized officer in its jurisdiction of organization where a copy of its certificate of organization is filed or, if no public filing of its certificate of organization is required by the law of its jurisdiction of organization, a statement that the foreign professional service limited liability company shall provide, on request, a copy thereof with all amendments thereto (if such documents are in a foreign language, a translation thereof under oath of the translator shall be attached thereto), and the name and post office address of the person responsible for providing such copies; and(9)
the character or purpose of the business of such foreign professional service limited liability company. Where, at any time after completion of the first of the six weekly publications required by this paragraph 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 foreign professional service limited liability company may complete the remaining publications of the original copy or notice, and the foreign 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 paragraph, 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 the filing of its application for authority with the department of state, proof of such publication, consisting of the certificate of publication of the foreign 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 foreign 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 foreign 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 foreign professional service limited liability company’s authority to carry on, conduct or transact business in this state pursuant to this paragraph shall not limit or impair the validity of any contract or act of such foreign 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 foreign 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 foreign 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 foreign professional service limited liability company becoming liable for the contractual obligations or other liabilities of the foreign professional service limited liability company. If, at any time following the suspension of a foreign professional service limited liability company’s authority to carry on, conduct or transact business in this state pursuant to this paragraph, such foreign 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 paragraph, consisting of the certificate of publication of the foreign 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 foreign professional service limited liability company’s authority to carry on, conduct or transact business shall be annulled.(ii)
(1) A foreign professional service limited liability company which was formed and filed its application for authority with the department of state prior to the effective date of this paragraph and complied with the publication and filing requirements of this subdivision as in effect prior to such effective date shall not be required to make any publication or republication or any filing under paragraph (i) of this subdivision, and shall not be subject to suspension pursuant to this subdivision.(2)
Within twelve months after the effective date of this paragraph, a foreign professional service limited liability company which was formed and filed its application for authority with the department of state prior to such effective date and which did not comply with the publication and filing requirements of this subdivision as in effect prior to such effective date shall publish a copy of its application for authority or a notice containing the substance thereof in the manner required (other than the one hundred twenty day period) by this subdivision as in effect prior to such effective date and file proof of such publication, consisting of the certificate of publication of the foreign professional service limited liability company with the affidavits of publication of the newspapers annexed thereto, with the department of state.(3)
If a foreign professional service limited liability company that is subject to the provisions of subparagraph two of this paragraph fails to file the required proof of publication with the department of state within twelve months after the effective date of this paragraph, 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.(4)
The failure of a foreign professional service limited liability company that is subject to the provisions of subparagraph two of this paragraph to fully comply with the provisions of said subparagraph two of this paragraph or the suspension of such foreign professional service limited liability company’s authority to carry on, conduct or transact any business in this state pursuant to subparagraph three of this paragraph shall not impair or limit the validity of any contract or act of such foreign 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 foreign 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 foreign 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 foreign professional service limited liability company becoming liable for the contractual obligations or other liabilities of the foreign professional service limited liability company.(5)
If, at any time following the suspension of a foreign professional service limited liability company’s authority to carry on, conduct or transact business in this state, pursuant to subparagraph three of this paragraph, such foreign 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 paragraph (i) of this subdivision, consisting of the certificate of publication of the foreign 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 foreign professional service limited liability company’s authority to carry on, conduct or transact business shall be annulled.(6)
For the purposes of this paragraph, a foreign professional service limited liability company which was formed and filed its application for authority with the department of state prior to the effective date of this paragraph shall be deemed to have complied with the publication and filing requirements of this subdivision as in effect prior to such effective date if (i) the foreign professional service limited liability company was formed and filed its application for authority with the department of state on or after January first, nineteen hundred ninety-nine and prior to such effective date and the foreign 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 foreign professional service limited liability company was formed and filed its application for authority with the department of state prior to January first, nineteen hundred ninety-nine, without regard to whether the foreign 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.(iii)
The information in a notice published pursuant to this subdivision shall be presumed to be in compliance with and satisfaction of the requirements of this subdivision.
Source:
Section 1306 — Filing requirements, https://www.nysenate.gov/legislation/laws/LLC/1306 (updated Jan. 6, 2023; accessed Dec. 21, 2024).
