There is a newer version of the New York Consolidated Laws
2006 New York Code - Formation.
§ 1203. Formation. (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 and/or landscape
architectural 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. 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 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 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) 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, to be designated by the
county clerk, one of which newspapers shall be a newspaper published in
the city or town in which the office is intended to be located, if a
newspaper be published therein; or, if no newspaper is published
therein, in the newspaper nearest thereto, and proof of such publication
by the affidavit of the printer or publisher of each of such newspapers
must be filed with the department of state. 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 secretary of
state; (iii) the county within this state, in which the office of the
professional service limited liability company is to be located; (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 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. Failure to cause such notice to be
published or to file such proof within one hundred twenty days of the
filing of the articles shall prohibit the professional service limited
liability company from maintaining any action or special proceeding in
this state unless and until such professional service limited liability
company causes such notice to be published and files such proof of
publication. The failure of a professional service limited liability
company to cause such notice to be published or to file proof of
publication shall not impair the validity of any contract or act of the
professional service limited liability company or the right of any other
party to the contract to maintain any action or special proceeding
thereon, and shall not prevent the professional service limited
liability company from defending any action or special proceeding in
this state.
* NB Effective until June 1, 2006
* (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 four
successive weeks, in two newspapers of the county in which the office of
the professional service limited liability company is intended to be
located, one newspaper to be printed weekly and one newspaper to be
printed daily, to be designated by the county clerk, as though the copy
or notice were a notice or advertisement of judicial proceedings, and
proof of such publication, 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 the county, or both, as the case may be, which is closest
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. Notwithstanding any other provision of law, a
professional service limited liability company shall not include for
purposes of clauses (v-a) and (v-b) of this subparagraph, any
professional service limited liability company which is (i) an
investment advisor as defined in the Investment Advisers Act of 1940 or
a commodity pool operator or commodity trading advisor as defined in the
Commodity Exchange Act, or (ii) a collective investment vehicle or any
direct or indirect subsidiary and affiliates thereof sponsored, advised
or managed by an investment adviser, commodity pool operator or
commodity trading advisor as set forth in item (i) of this sentence. 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 to be located; (iii-a) the city, town or village therein
together with the number and street where such office is to be located,
or, if the street address of such office has not been determined at the
time the notice is prepared for publication, the following statement:
"The street address of the professional service limited liability
company's office has not yet been determined."; (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; (v-a) the names of the ten
persons, or such lesser number of persons as permitted in this clause
who are actively engaged in the business and affairs of the professional
service limited liability company and who are members of the
professional service limited liability company having the most valuable
membership interests, as such term is defined in subdivision (r) of
section one hundred two of this chapter, in the aggregate in such
company. In complying with the provisions of this clause, the
professional service limited liability company may elect to select any
one of the aggregate rights components specified in paragraph (i), (ii)
or (iii) of such subdivision (r) provided that in the event each of the
three component items have less than ten members, such professional
service limited liability company shall select the item which has the
greatest number of members; (v-b) the following statement: "The
inclusion of the name of a person in this notice does not necessarily
indicate that such person is personally liable for the debts,
obligations or liabilities of the professional service limited liability
company, and such person's liability, if any, under applicable law is
neither increased nor decreased by reason of this notice."; (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 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 four weekly publications required by this
subparagraph and prior to the completion of the fourth 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 four 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. Neither 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 nor 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
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. 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 eighteen 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
subparagraph 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 eighteen 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
eighteen month period.
(iv) Neither 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) nor
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 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.
(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. In particular, but not by way of
limitation, the list of names of persons included in such notice
pursuant to clause (v-a) of subparagraph (A) of this paragraph shall be
presumed to be complete and accurate and to be in compliance with and
satisfaction of the requirements of this paragraph, and neither the
omission of any name or names which should have been included in such
list, nor the inclusion of any name or names which should not have been
included in such list, nor any misspelling of or other irregularity with
respect to any name or names included in such list, shall negate or
otherwise limit or impair the effectiveness of such notice or the
publication thereof, provided that such omission, inclusion, misspelling
or irregularity was not willfully made with the intention of deceiving
the public.
* NB Effective June 1, 2006
(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 section four hundred sixty-four of the judiciary
law, take an oath of office under section four hundred sixty-six of the
judiciary law or register under 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.
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