2006 New York Code - Filing Requirements.

 
    §  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; 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)  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, 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:
  (1) the name of  the  foreign  professional  service  limited  liability
  company;  (2)  the  date of filing of the application for authority with
  the  secretary  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  to  be
  located; (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. Failure to cause such notice to be
  published or to file such proof within one hundred twenty  days  of  the
  filing  of  the  application  for  authority  shall prohibit the foreign
  professional service limited  liability  company  from  maintaining  any
  action or special proceeding in this state unless and until such foreign
  professional  service limited liability company causes such notice to be
  published and files such proof of publication. The failure of a  foreign
  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 foreign 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 foreign professional service limited liability company
  from defending any action or special proceeding in this state.
    * NB Effective until June 1, 2006
    * (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 four successive weeks, in two newspapers of the
  county within this state in which the office of the foreign 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,  and  proof of such publication,
  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 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
  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.
  Notwithstanding any other  provision  of  law,  a  foreign  professional
  service  limited  liability  company  shall  not include for purposes of
  subparagraphs  five-a  and  five-b  of  this  paragraph,   any   foreign
  professional   service   limited  liability  company  which  is  (i)  an
  investment adviser 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: (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  to  be
  located;  (4-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 foreign professional service limited liability  company's  office
  has  not  yet  been  determined."; (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;  (5-a)  the names of the ten persons, or such lesser
  number of persons as permitted in this  subparagraph  who  are  actively
  engaged  in the business and affairs of the foreign professional service
  limited liability company and who, under the laws  of  the  jurisdiction
  under  which  the foreign professional service limited liability company
  is formed, are members, managers or other authorized persons having  the
  most  valuable  type of aggregate rights in such company as provided for
  under the laws of such jurisdiction. In complying with the provisions of
  this subparagraph, the foreign professional  service  limited  liability
  company  may  elect to select any one of the aggregate rights components
  of such  company  recognized,  under  such  laws  of  such  jurisdiction
  provided  that  in the event each of such component items have less than
  ten members, managers or other authorized persons, as the case  may  be,
  such  professional service limited liability company shall select such a
  component item which has the greatest number  of  members,  managers  or
  other  authorized  persons,  as  the  case  may  be; (5-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  foreign  professional  limited
  liability company, and such person's liability, if any, under applicable
  law  is  neither increased nor decreased by reason of this notice."; (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 four weekly publications required by this paragraph
  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  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 four 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. Neither 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
  nor  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  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.  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 eighteen 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
  paragraph  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  eighteen  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 eighteen
  month period.
    (4) Neither 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 nor 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  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.
    (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. In particular, but not by way
  of limitation, the list of names of  persons  included  in  such  notice
  pursuant  to  subparagraph  five-a  of paragraph (i) of this subdivision
  shall be presumed to be complete and accurate and to  be  in  compliance
  with  and  satisfaction  of  the  requirements  of this subdivision, 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