There is a newer version of the New York Consolidated Laws
2006 New York Code - New York Registered Foreign Limited Liability Partnership.
§ 121-1502. New York registered foreign limited liability partnership.
(a) In order for a foreign limited liability partnership to carry on or
conduct or transact business or activities as a New York registered
foreign limited liability partnership in this state, such foreign
limited liability partnership shall file with the department of state a
notice which shall set forth: (i) the name under which the foreign
limited liability partnership intends to carry on or conduct or transact
business or activities in this state; (ii) the date on which and the
jurisdiction in which it registered as a limited liability partnership;
(iii) the address of the principal office of the foreign limited
liability partnership; (iv) the profession or professions to be
practiced by such foreign limited liability partnership and a statement
that it is a foreign limited liability partnership eligible to file a
notice under this chapter; (v) a designation of the secretary of state
as agent of the foreign limited liability partnership 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 or served upon it; (vi) if the foreign limited
liability partnership is to have a registered agent, its name and
address in this state and a statement that the registered agent is to be
the agent of the foreign limited liability partnership upon whom process
against it may be served; (vii) a statement that its registration as a
limited liability partnership is effective in the jurisdiction in which
it registered as a limited liability partnership at the time of the
filing of such notice; (viii) a statement that the foreign limited
liability partnership is filing a notice in order to obtain status as a
New York registered foreign limited liability partnership; (ix) if the
registration of the foreign limited liability partnership is to be
effective on a date later than the time of filing, the date, not to
exceed sixty days from the date of filing, of such proposed
effectiveness; and (x) any other matters the foreign limited liability
partnership determines to include in the notice. Such notice shall be
accompanied by either (1) a copy of the last registration or renewal
registration (or similar filing), if any, filed by the foreign limited
liability partnership with the jurisdiction where it registered as a
limited liability partnership or (2) a certificate, issued by the
jurisdiction where it registered as a limited liability partnership,
substantially to the effect that such foreign limited liability
partnership has filed a registration as a limited liability partnership
which is effective on the date of the certificate (if such registration,
renewal registration or certificate is in a foreign language, a
translation thereof under oath of the translator shall be attached
thereto). Such notice shall also be accompanied by a fee of two hundred
fifty dollars.
(b) Without excluding other activities which may not constitute the
carrying on or conducting or transacting of business or activities in
this state, for purposes of determining whether a foreign limited
liability partnership is required to file a notice pursuant to
subdivision (a) of this section, a foreign limited liability partnership
shall not be considered to be carrying on or conducting or transacting
business or activities in this state by reason of carrying on in this
state any one or more of the following activities:
(i) maintaining or defending any action or proceeding, whether
judicial, administrative, arbitrative or otherwise, or effecting
settlement thereof or the settlement of claims or disputes;
(ii) holding meetings of its partners; or
(iii) maintaining bank accounts.
The specification in this subdivision does not establish a standard
for activities which may subject a foreign limited liability partnership
to service of process under this article or any other statute of this
state. The filing of a notice pursuant to subdivision (a) of this
section by a foreign limited liability partnership shall not by itself
be deemed to be evidence that such foreign limited liability partnership
is carrying on or conducting or transacting business or activities in
this state.
(c) A notice shall be executed by one or more partners of the foreign
limited liability partnership.
(d) If a signed notice delivered to the department of state for filing
complies as to form with the requirements of law and the filing fee
required by any statute of this state has been paid, the notice shall be
filed and indexed by the department of state. If a foreign limited
liability partnership that is a New York registered foreign limited
liability partnership dissolves, a foreign limited liability partnership
which is the successor to such New York registered foreign limited
liability partnership (i) shall not be required to file a new notice and
shall be deemed to have filed the notice filed by the New York
registered foreign limited liability partnership pursuant to subdivision
(a) of this section, as well as any withdrawal notice filed pursuant to
subdivision (e) of this section, any statement or certificate of consent
filed pursuant to subdivision (f) of this section and any notice of
amendment filed pursuant to subdivision (i) of this section and (ii)
shall be bound by any revocation of status pursuant to subdivision (f)
of this section and any annulment thereof of the dissolved foreign
limited liability partnership that was a New York registered foreign
limited liability partnership. For purposes of this section, a foreign
limited liability partnership is a successor to a foreign limited
liability partnership that was a New York registered foreign limited
liability partnership if a majority of the total interests in the
current profits of such successor foreign limited liability partnership
are held by partners of the predecessor foreign limited liability
partnership that was a New York registered foreign limited liability
partnership who were partners of such predecessor partnership
immediately prior to the dissolution of such predecessor partnership.
(e) A notice may be withdrawn by filing with the department of state a
written withdrawal notice executed by one or more partners of the New
York registered foreign limited liability partnership, with a filing fee
of sixty dollars. A withdrawal notice must include: (i) the name or
names under which the New York registered foreign limited liability
partnership carried on or conducted or transacted business or activities
in this state (and if it has been changed since the filing of the
notice, the name under which it filed such notice); (ii) the date a
notice was filed with the department of state pursuant to subdivision
(a) of this section; (iii) the address of the New York registered
foreign limited liability partnership's principal office and the
jurisdiction in which it is registered as a limited liability
partnership; (iv) if the withdrawal of the New York registered foreign
limited liability partnership is to be effective on a date later than
the time of such filing, the date, not to exceed sixty days from the
date of such filing, of such proposed effectiveness; (v) a statement
acknowledging that the withdrawal terminates the foreign limited
liability partnership's status as a New York registered foreign limited
liability partnership; and (vi) any other information determined by the
New York registered foreign limited liability partnership. A withdrawal
notice terminates the status of the foreign limited liability
partnership as a New York registered foreign limited liability
partnership as of the date of filing of the notice or as of the later
date, if any, specified in the notice, not to exceed sixty days from the
date of such filing. The termination of status shall not be affected by
errors in the information stated in the withdrawal notice. If a New York
registered foreign limited liability partnership ceases to be
denominated as a registered limited liability partnership or limited
liability partnership under the laws of the jurisdiction governing the
agreement under which such New York registered foreign limited liability
partnership operates, it shall within thirty days after the occurrence
of such event file a withdrawal notice pursuant to this subdivision.
(f) * Each New York registered foreign limited liability partnership
shall, within sixty days prior to the fifth anniversary of the effective
date of its notice and every five years thereafter, furnish a statement
to the department of state setting forth:
* NB Effective until June 1, 2006
* (I) Each New York registered foreign limited liability partnership
shall, within sixty days prior to the fifth anniversary of the effective
date of its notice and every five years thereafter, furnish a statement
to the department of state setting forth:
* NB Effective June 1, 2006
(i) the name under which the New York registered foreign limited
liability partnership is carrying on or conducting or transacting
business or activities in this state, (ii) the address of the principal
office of the New York registered foreign limited liability partnership,
(iii) the post office address within or without this state to which the
secretary of state shall mail a copy of any process accepted against it
served upon him or her, which address shall supersede any previous
address on file with the department of state for this purpose, and (iv)
a statement that it is a foreign limited liability partnership. The
statement shall be executed by one or more partners of the New York
registered foreign limited liability partnership. The statement shall be
accompanied by a fee of fifty dollars. If a New York registered foreign
limited liability partnership shall not timely file the statement
required by this subdivision, the department of state may, upon sixty
days' notice mailed to the address of such New York registered foreign
limited liability partnership as shown in the last notice or statement
or certificate of amendment filed by such New York registered foreign
limited liability partnership, make a proclamation declaring the status
of such New York registered foreign limited liability partnership to be
revoked pursuant to this subdivision. The department of state shall file
the original proclamation in its office and shall publish a copy thereof
in the state register no later than three months following the date of
such proclamation. Upon the publication of such proclamation in the
manner aforesaid, the status of each New York registered foreign limited
liability partnership named in such proclamation shall be deemed revoked
without further legal proceedings. Any New York registered foreign
limited liability partnership whose status was so revoked may file in
the department of state a certificate of consent certifying that either
a statement required by this subdivision has been filed or accompanies
the certificate of consent and all fees imposed under this chapter on
the New York registered foreign limited liability partnership have been
paid. The filing of such certificate of consent shall have the effect of
annulling all of the proceedings theretofore taken for the revocation of
the status of such New York registered foreign limited liability
partnership under this subdivision and (1) the New York registered
foreign limited liability partnership shall thereupon have such powers,
rights, duties and obligations as it had on the date of the publication
of the proclamation, with the same force and effect as if such
proclamation had not been made or published and (2) such publication
shall not affect the applicability of the laws of the jurisdiction
governing the agreement under which such New York registered foreign
limited liability partnership is operating (including laws governing the
liability of partners) to any debt, obligation or liability incurred,
created or assumed from the date of publication of the proclamation
through the date of the filing of the certificate of consent. The filing
of a certificate of consent shall be accompanied by a fee of fifty
dollars and if accompanied by a statement, the fee required by this
subdivision. If, after the publication of such proclamation, it shall be
determined by the department of state that the name of any New York
registered foreign limited liability partnership was erroneously
included in such proclamation, the department of state shall make
appropriate entry on its records, which entry shall have the effect of
annulling all of the proceedings theretofore taken for the revocation of
the status of such New York registered foreign limited liability
partnership under this subdivision and (1) such New York registered
foreign limited liability partnership shall have such powers, rights,
duties and obligations as it had on the date of the publication of the
proclamation, with the same force and effect as if such proclamation had
not been made or published and (2) such publication shall not affect the
applicability of the laws of the jurisdiction governing the agreement
under which such New York registered foreign limited liability
partnership is operating (including laws governing the liability of
partners) to any debt, obligation or liability incurred, created or
assumed from the date of publication of the proclamation through the
date of the making of the entry on the records of the department of
state. Whenever a New York registered foreign limited liability
partnership shall have filed a certificate of consent pursuant to this
subdivision or if the name of a New York registered foreign limited
liability partnership was erroneously included in a proclamation and
such proclamation was annulled, the department of state shall publish a
notice thereof in the state register.
* Within one hundred twenty days after the effective date of the
notice filed under subdivision (a) of this section, 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 principal office of the foreign limited
liability partnership 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 principal 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, with a filing fee of
twenty-five dollars. The notice shall include: (l) the name of the
foreign limited liability partnership; (2) the date of filing of such
notice with the secretary of state; (3) the jurisdiction and date of its
organization; (4) the county within this state, in which the principal
office of the foreign limited liability partnership is to be located;
(5) a statement that the secretary of state has been designated as agent
of the foreign limited liability partnership 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 limited liability
partnership 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 limited liability partnership 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 limited liability partnership; (8) the name and address of the
authorized officer in its jurisdiction in which it registered as a
limited liability partnership where a copy of its registration is filed
or, if no public filing of its registration is required by the law of
its jurisdiction of organization, a statement that the foreign limited
liability partnership 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; or (9) the character or purpose of the
business of such foreign limited liability partnership. Failure to cause
such notice to be published or to file such proof within one hundred
twenty days of the effective date of such notice shall prohibit the
foreign limited liability partnership from maintaining any action or
special proceeding in this state unless and until such foreign limited
liability partnership causes such notice to be published and files such
proof of publication. The failure of a foreign limited liability
partnership 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 limited liability partnership or the right of any other party to
the contract to maintain any action or special proceeding thereon, and
shall not prevent the foreign limited liability partnership from
defending any action or special proceeding in this state.
* NB Effective until June 1, 2006
* (II) (A) Within one hundred twenty days after the effective date of
the notice filed under subdivision (a) of this section, 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 principal office of the foreign
limited liability partnership 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 foreign
limited liability partnership with the affidavits of publication of such
newspapers annexed thereto, must be filed with the department of state,
with a filing fee of fifty dollars. Notwithstanding any other provision
of law, if the office of the foreign limited liability partnership 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. The notice shall include: (l) the name of the
foreign limited liability partnership; (2) the date of filing of such
notice with the department of state; (3) the jurisdiction and date of
its organization; (4) the county within this state, in which the
principal office of the foreign limited liability partnership 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 limited liability partnership's office has not yet been
determined."; (5) a statement that the secretary of state has been
designated as agent of the foreign limited liability partnership 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
clause, who are general partners under the laws of the jurisdiction
under which the foreign limited liability partnership is formed, are
general partners having the most valuable type of aggregate rights in
such partnership as provided for under the laws of such jurisdiction. In
complying with the provisions of this clause, the foreign limited
liability partnership may elect to select any one of the aggregate
rights components of such partnership recognized under such laws of such
jurisdiction provided that in the event each of such component items
have less than ten members, such foreign limited liability partnership
shall select a component item which has the greatest number of partners;
(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 limited
liability partnership, and such person's liability, if any, under
applicable law is neither increased nor decreased by reason of this
notice."; (6) if the foreign limited liability partnership 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
limited liability partnership 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 limited
liability partnership; (8) the name and address of the authorized
officer in its jurisdiction in which it registered as a limited
liability partnership where a copy of its registration is filed or, if
no public filing of its registration is required by the law of its
jurisdiction of organization, a statement that the foreign limited
liability partnership 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; or (9) the character or purpose of the
business of such foreign limited liability partnership. 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 foreign limited
liability partnership may complete the remaining publications of the
original copy or notice, and the foreign limited liability partnership
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 the effective date of the notice
required to be filed under subdivision (a) of this section, proof of
such publication, consisting of the certificate of publication of the
foreign limited liability partnership with the affidavits of publication
of the newspapers annexed thereto has not been filed with the department
of state, the authority of such foreign limited liability partnership 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 limited liability partnership
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 limited liability partnership'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 foreign limited liability partnership, or any right or remedy of
any other party under or by virtue of any contract, act or omission of
such foreign limited liability partnership, 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 limited liability partnership
to defend any action or special proceeding in this state. If, at any
time following the suspension of a foreign limited liability
partnership's authority to carry on, conduct or transact business in
this state pursuant to this subparagraph, such foreign limited liability
partnership 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
foreign limited liability partnership with the affidavits of publication
of the newspapers annexed thereto, to be filed with the department of
state, such suspension of such foreign limited liability partnership's
authority to carry on, conduct or transact business shall be annulled.
(B)(1) A foreign limited liability partnership which was formed and
filed the notice required to be filed under subdivision (a) of this
section prior to the effective date of this subparagraph, and which
filed a notice and 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.
(2) Within eighteen months after the effective date of this
subparagraph, a foreign limited liability partnership which was formed
and filed the notice required to be filed under subdivision (a) of this
section 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 notice 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 foreign limited liability
partnership with the affidavits of publication of the newspapers annexed
thereto, with the department of state.
(3) If a foreign limited liability partnership that is subject to the
provisions of clause two 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.
(4) Neither the failure of a foreign limited liability partnership
that is subject to the provisions of clause two of this subparagraph to
fully comply with the provisions of said clause two nor the suspension
of such foreign limited liability partnership's authority to carry on,
conduct or transact any business in this state pursuant to clause three
of this subparagraph shall impair or limit the validity of any contract
or act of such foreign limited liability partnership, or any right or
remedy of any other party under or by virtue of any contract, act or
omission of such foreign limited liability partnership, 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 limited liability
partnership to defend any action or special proceeding in this state.
(5) If, at any time following the suspension of a foreign limited
liability partnership's authority to carry on, conduct or transact
business in this state, pursuant to clause three of this subparagraph,
such foreign limited liability partnership 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 foreign
limited liability partnership with the affidavits of publication of the
newspapers annexed thereto, to be filed with the department of state,
such suspension of such foreign limited liability partnership's
authority to carry on, conduct or transact business shall be annulled.
(6) For the purposes of this subparagraph, a foreign limited liability
partnership which was formed and filed the notice required to be filed
under subdivision (a) of this section 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 (A) the foreign limited liability partnership was
formed and filed the notice required to be filed under subdivision (a)
of this section on or after January first, nineteen hundred ninety-nine
and prior to such effective date and the foreign limited liability
partnership 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 (B) the foreign limited liability partnership was
formed and filed the notice required to be filed under subdivision (a)
of this section prior to January first, nineteen hundred ninety-nine,
without regard to whether the foreign limited liability partnership 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 five-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
(g) The filing of a withdrawal notice by a New York registered foreign
limited liability partnership pursuant to subdivision (e) of this
section, a revocation of status pursuant to subdivision (f) of this
section and the filing of a notice of amendment pursuant to subdivision
(i) of this section shall not affect the applicability of the laws of
the jurisdiction governing the agreement under which such foreign
limited liability partnership is operating (including laws governing the
liability of partners) to any debt, obligation or liability incurred,
created or assumed while the foreign limited liability partnership was a
New York registered foreign limited liability partnership. After a
withdrawal or revocation of registration, the foreign limited liability
partnership shall for all purposes continue to be a foreign partnership
without limited partners under the laws of this state.
(h) The department of state shall remove from its active records the
notice of any New York registered foreign limited liability partnership
whose notice has been withdrawn or revoked.
(i) A notice or statement filed with the department of state under
this section may be amended or corrected by filing with the department
of state a notice of amendment executed in accordance with subdivision
(c) of this section. No later than ninety days after (i) a change in the
name of the New York registered foreign limited liability partnership or
(ii) a partner of the New York registered foreign limited liability
partnership becomes aware that any statement in a notice or statement
was false in any material respect when made or that an event has
occurred which makes the notice or statement inaccurate in any material
respect, the New York registered foreign limited liability partnership
shall file a notice of amendment. The filing of a notice of amendment
shall be accompanied by a fee of sixty dollars. The certificate of
amendment shall set forth: (i) the name of the limited liability
partnership and, if it has been changed, the name under which it
originally filed a notice under this section and (ii) the date of filing
its initial registration or statement.
(i-1) A certificate of change which changes only the post office
address to which the secretary of state shall mail a copy of any process
against a New York registered foreign limited liability partnership
served upon him or the address of the registered agent, provided such
address being changed is the address of a person, partnership or
corporation whose address, as agent, is the address to be changed or who
has been designated as registered agent of such registered foreign
limited liability partnership shall be signed and delivered to the
department of state by such agent. The certificate of change shall set
forth: (i) the name of the New York registered foreign limited liability
partnership; (ii) the date of filing of its initial registration or
notice statement; (iii) each change effected thereby; (iv) that a notice
of the proposed change was mailed to the limited liability partnership
by the party signing the certificate not less than thirty days prior to
the date of delivery to the department of state and that such limited
liability partnership has not objected thereto; and (v) that the party
signing the certificate is the agent of such limited liability
partnership to whose address the secretary of state is required to mail
copies of process or the registered agent, if such be the case. A
certificate signed and delivered under this subdivision shall not be
deemed to effect a change of location of the office of the limited
liability partnership in whose behalf such certificate is filed. The
certificate of change shall be accompanied by a fee of five dollars.
(j) The filing of a notice of amendment pursuant to subdivision (i) of
this section with the department of state shall not alter the effective
date of the notice being amended or corrected.
(k) Each foreign limited liability partnership carrying on or
conducting or transacting business or activities in this state shall use
a name which contains without abbreviation the words "Registered Limited
Liability Partnership" or "Limited Liability Partnership" or the
abbreviations "R.L.L.P.", "RLLP", "P.L.L.", "PLL", "L.L.P." or "LLP";
provided, however, the partnership may use any such words or
abbreviation, without limitation, in addition to its registered name.
(l) Subject to the constitution of this state, the laws of the
jurisdiction that govern a foreign limited liability partnership shall
determine its internal affairs and the liability of partners for debts,
obligations and liabilities of, or chargeable to, the foreign limited
liability partnership; provided that (i) each partner, employee or agent
of a foreign limited liability partnership who performs professional
services in this state on behalf of such foreign limited liability
partnership shall be personally and fully liable and accountable for any
negligent or wrongful act or misconduct committed by him or her or by
any person under his or her direct supervision and control while
rendering such professional services in this state and shall bear
professional responsibility for compliance by such foreign limited
liability partnership with all laws, rules and regulations governing the
practice of a profession in this state and (ii) each shareholder,
director, officer, member, manager, partner, employee or agent of 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 that is a partner, employee or agent of a
foreign limited liability partnership who performs professional services
in this state on behalf of such foreign limited liability partnership
shall be personally and fully liable and accountable for any negligent
or wrongful act or misconduct committed by him or her or by any person
under his or her direct supervision and control while rendering
professional services in this state in his or her capacity as a partner,
employee or agent of such foreign limited liability partnership and
shall bear professional responsibility for compliance by such foreign
limited liability partnership with all laws, rules and regulations
governing the practice of a profession in this state. The relationship
of a professional to a foreign limited liability partnership with which
such professional is associated, whether as a partner, employee or
agent, shall not modify or diminish the jurisdiction over such
professional of the licensing authority and, in the case of an attorney
and counsellor-at-law or 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 engaged in the practice of law,
the courts of this state. A limited partnership formed under the laws of
any jurisdiction, other than this state, which is denominated as a
registered limited liability partnership or limited liability
partnership under such laws shall be recognized in this state as a
foreign limited partnership but not as a foreign limited liability
partnership or a New York registered foreign limited liability
partnership. Except to the extent provided in article eight of the
limited liability company law, a partnership without limited partners
operating under an agreement governed by the laws of any jurisdiction,
other than this state, which is denominated as a registered limited
liability partnership or a limited liability partnership under such
laws, but is not a foreign limited liability partnership, shall be
recognized in this state as a foreign partnership without limited
partners, but not as a foreign limited liability partnership or a New
York registered foreign limited liability partnership.
(m) A foreign limited liability partnership carrying on or conducting
or transacting business or activities in this state without having filed
a notice pursuant to subdivision (a) of this section may not maintain
any action, suit or special proceeding in any court of this state unless
and until such foreign limited liability partnership shall have filed
such notice and paid all fees that it would have been required to pay
had it filed a notice pursuant to subdivision (a) of this section before
carrying on or conducting or transacting business or activities as a New
York registered foreign limited liability partnership in this state and
shall have filed proof of publication pursuant to subdivision (f) of
this section. The failure of a foreign limited liability partnership
that is carrying on or conducting or transacting business or activities
in this state to comply with the provisions of this section does not
impair the validity of any contract or act of the foreign limited
liability partnership or prevent the foreign limited liability
partnership from defending any action or special proceeding in any court
of this state.
(n) A foreign limited liability partnership, other than a foreign
limited liability partnership 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 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 foreign limited
liability partnership 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 two-A
of article two of the public health law. No foreign limited liability
partnership shall engage in any profession or carry on, or conduct or
transact any other business or activities in this state other than the
rendering of the professional services or the carrying on, or conducting
or transacting of any other business or activities for which it is
formed and is authorized to do business in this state; provided that
such foreign limited liability partnership may invest its funds in real
estate, mortgages, stocks, bonds or any other type of investments;
provided, further, that a foreign limited liability partnership (i)
authorized to practice law may only engage in another profession or
other business or activities in this state or (ii) which is engaged in a
profession or other business or activities other than law may only
engage in the practice of law in this state, 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.
(o) No foreign limited liability partnership may render a professional
service in this state except through individuals authorized by law to
render such professional service as individuals in this state.
(p) This section shall not repeal, modify or restrict any provision of
the education law or the judiciary law or any rules or regulations
adopted thereunder regulating the professions referred to in the
education law or the judiciary law except to the extent in conflict
herewith.
(q) Each partner of a foreign limited liability partnership which
provides medical services in this state must be licensed pursuant to
article 131 of the education law to practice medicine in the state and
each partner of a foreign limited liability partnership which provides
dental services in the state must be licensed pursuant to article 133 of
the education law to practice dentistry in this state. Each partner of a
foreign limited liability partnership which provides veterinary service
in the state shall be licensed pursuant to article 135 of the education
law to practice veterinary medicine in this state. Each partner of a
foreign limited liability partnership which provides professional
engineering, land surveying, architectural and/or landscape
architectural services in this state 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. Each partner of a foreign
limited liability partnership which provides licensed clinical social
work services in this state must be licensed pursuant to article 154 of
the education law to practice licensed clinical social work in this
state. Each partner of a foreign limited liability partnership which
provides creative arts therapy services in this state must be licensed
pursuant to article 163 of the education law to practice creative arts
therapy in this state. Each partner of a foreign limited liability
partnership which provides marriage and family therapy services in this
state must be licensed pursuant to article 163 of the education law to
practice marriage and family therapy in this state. Each partner of a
foreign limited liability partnership which provides mental health
counseling services in this state must be licensed pursuant to article
163 of the education law to practice mental health counseling in this
state. Each partner of a foreign limited liability partnership which
provides psychoanalysis services in this state must be licensed pursuant
to article 163 of the education law to practice psychoanalysis in this
state.
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