2013 New York Consolidated Laws
LLC - Limited Liability Company Law
Article 12 - (1201 - 1216) PROFESSIONAL SERVICE LIMITED LIABILITY COMPANIES
1203 - 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)  (A)  Within  one  hundred  twenty  days  after  the filing of the
  articles of organization, a copy of the same or a notice containing  the
  substance  thereof  shall  be  published  once  in  each  week  for  six
  successive weeks, in two newspapers of the county in which the office of
  the professional service  limited  liability  company  is  located,  one
  newspaper to be printed weekly and one newspaper to be printed daily, to
  be  designated by the county clerk. When such county is located within a
  city with a population of one million or more, such designation shall be
  as though the copy or notice were a notice or advertisement of  judicial
  proceedings.  Proof  of  the  publication required by this subparagraph,
  consisting of the certificate of publication of the professional service
  limited liability company with the affidavits  of  publication  of  such
  newspapers  annexed  thereto,  be  filed  with  the department of state.
  Notwithstanding any other  provision  of  law,  if  the  office  of  the
  professional  service  limited  liability company is located in a county
  wherein a weekly or daily newspaper of the county, or both, has not been
  so designated by the county clerk, then the publication herein  required
  shall  be made in a weekly or daily newspaper of any county, or both, as
  the case may be, which is contiguous to, such county, provided that  any
  such  newspaper meets all the other requirements of this subparagraph. A
  copy or notice published in a newspaper  other  than  the  newspaper  or
  newspapers  designated by the county clerk shall not be deemed to be one
  of the publications required by  this  subparagraph.  The  notice  shall
  include:  (i)  the  name  of  the professional service limited liability
  company; (ii) the date of filing of the articles  of  organization  with
  the  department  of  state; (iii) the county within this state, in which
  the office of the professional  service  limited  liability  company  is
  located;  (iii-a) the street address of the principal business location,
  if any; (iv) a statement that the secretary of state has been designated
  as agent of the professional service limited liability company upon whom
  process against it may be served and the post office address  within  or
  without  this state to which the secretary of state shall mail a copy of
  any process against it served upon him or her; (v) if  the  professional
  service  limited liability company is to have a registered agent, his or
  her name and  address  within  this  state  and  a  statement  that  the
  registered  agent is to be the agent of the professional service limited
  liability company upon whom process against it may be  served;  (vi)  if
  the professional service limited liability company is to have a specific
  date  of  dissolution in addition to the events of dissolution set forth
  in section seven hundred one of this chapter, the latest date upon which
  the professional service limited liability company is to  dissolve;  and
  (vii)  the  character  or  purpose  of the business of such professional
  service limited liability company. Where, at any time  after  completion
  of   the   first  of  the  six  weekly  publications  required  by  this
  subparagraph and prior to  the  completion  of  the  sixth  such  weekly
  publication,  there  is  a change in any of the information contained in
  the copy or  notice  as  published,  the  professional  service  limited
  liability  company  may  complete  the  remaining  publications  of  the
  original copy or notice, and the professional service limited  liability

  company  shall not be required to publish any further or amended copy or
  notice.  Where,  at  any  time  after  completion  of  the  six   weekly
  publications  required by this subparagraph, there is a change to any of
  the information contained in the copy or notice as published, no further
  or amended publication or republication shall be required to be made. If
  within  one  hundred  twenty  days  after  its  formation, proof of such
  publication,  consisting  of  the  certificate  of  publication  of  the
  professional  service  limited  liability company with the affidavits of
  publication of the newspapers annexed thereto has not  been  filed  with
  the  department  of  state,  the  authority of such professional service
  limited liability company to carry on, conduct or transact any  business
  in this state shall be suspended, effective as of the expiration of such
  one  hundred  twenty  day  period. The failure of a professional service
  limited liability company to cause such copy or notice to  be  published
  and  such certificate of publication and affidavits of publication to be
  filed with the department of state within such one  hundred  twenty  day
  period  or the suspension of such professional service limited liability
  company's authority to carry on, conduct or transact  business  in  this
  state  pursuant  to  this  subparagraph  shall  not  limit or impair the
  validity of any contract or act of  such  professional  service  limited
  liability company, or any right or remedy of any other party under or by
  virtue  of  any  contract,  act or omission of such professional service
  limited liability company, or the right of any other party  to  maintain
  any  action or special proceeding on any such contract, act or omission,
  or right of such  professional  service  limited  liability  company  to
  defend  any action or special proceeding in this state, or result in any
  member, manager or agent of such professional service limited  liability
  company  becoming  liable  for  the  contractual  obligations  or  other
  liabilities of the professional service limited liability  company.  If,
  at  any  time following the suspension of a professional service limited
  liability company's authority to carry on, conduct or transact  business
  in  this  state pursuant to this subparagraph, such professional service
  limited  liability  company  shall  cause  proof   of   publication   in
  substantial  compliance  with the provisions (other than the one hundred
  twenty day period) of this subparagraph, consisting of  the  certificate
  of  publication  of  the  professional service limited liability company
  with the affidavits of publication of the newspapers annexed thereto, to
  be  filed  with  the  department  of  state,  such  suspension  of  such
  professional  service limited liability company's authority to carry on,
  conduct or transact business shall be annulled.
    (B)(i) A professional service  limited  liability  company  which  was
  formed  prior  to  the  effective  date  of  this subparagraph and which
  complied with the publication and filing requirements of this  paragraph
  as  in effect prior to such effective date shall not be required to make
  any publication or republication or any filing under subparagraph (A) of
  this paragraph, and shall not be subject to suspension pursuant to  this
  paragraph.
    (ii)   Within   twelve   months  after  the  effective  date  of  this
  subparagraph, a professional service limited liability company which was
  formed prior to such effective date and which did not  comply  with  the
  publication and filing requirements of this paragraph as in effect prior
  to  such  effective  date  shall  publish  a  copy  of  its  articles of
  organization or a notice containing the substance thereof in the  manner
  required  (other  than  the  one  hundred  twenty  day  period)  by this
  paragraph as in effect prior to such effective date and  file  proof  of
  such  publication,  consisting  of the certificate of publication of the
  professional service limited liability company with  the  affidavits  of

  publication  of  the  newspapers annexed thereto, with the department of
  state.
    (iii)  If  a  professional  service  limited liability company that is
  subject to the provisions of clause (ii) of this subparagraph  fails  to
  file  the  required  proof  of  publication with the department of state
  within twelve months after the effective date of this subparagraph,  its
  authority  to  carry  on, conduct or transact any business in this state
  shall be suspended, effective as of the expiration of such twelve  month
  period.
    (iv)  The  failure of a professional service limited liability company
  that is subject to the provisions of clause (ii) of this subparagraph to
  fully comply with the provisions of said clause (ii) or  the  suspension
  of  such  professional  service limited liability company's authority to
  carry on, conduct or transact any business in  this  state  pursuant  to
  clause (iii) of this subparagraph shall not impair or limit the validity
  of  any  contract  or act of such professional service limited liability
  company, or any right or remedy of any other party under or by virtue of
  any contract, act or  omission  of  such  professional  service  limited
  liability  company,  or  the  right  of  any other party to maintain any
  action or special proceeding on any such contract, act or  omission,  or
  right  of  such professional service limited liability company to defend
  any action or special proceeding in this state, or result in any member,
  manager or agent of such professional service limited liability  company
  becoming  liable for the contractual obligations or other liabilities of
  the professional service limited liability company.
    (v) If, at any time following the suspension of a professional service
  limited liability company's authority to carry on, conduct  or  transact
  business  in  this state, pursuant to clause (iii) of this subparagraph,
  such professional service limited liability company shall cause proof of
  publication in substantial compliance with the  provisions  (other  than
  the  one  hundred  twenty  day  period)  of  subparagraph  (A)  of  this
  paragraph,  consisting  of  the  certificate  of  publication   of   the
  professional  service  limited  liability company with the affidavits of
  publication of the newspapers annexed thereto,  to  be  filed  with  the
  department  of  state,  such  suspension  of  such  professional service
  limited liability company's authority to carry on, conduct  or  transact
  business shall be annulled.
    (vi)  For  the  purposes  of this subparagraph, a professional service
  limited liability company which was formed prior to the  effective  date
  of  this  subparagraph  shall  be  deemed  to  have  complied  with  the
  publication and filing requirements of this paragraph as in effect prior
  to such effective date if (i) the professional service limited liability
  company  was  formed  on  or  after  January  first,  nineteen   hundred
  ninety-nine  and  prior  to  such  effective  date  and the professional
  service limited liability company filed at least one  affidavit  of  the
  printer  or publisher of a newspaper with the department of state at any
  time prior to such effective date,  or  (ii)  the  professional  service
  limited  liability  company  was formed prior to January first, nineteen
  hundred ninety-nine, without regard to whether the professional  service
  limited  liability  company  did  or  did  not file any affidavit of the
  printer or publisher of a newspaper with the secretary of state.
    (C) The information in a notice published pursuant to  this  paragraph
  shall  be  presumed  to  be  in  compliance with and satisfaction of the
  requirements of this paragraph.
    (d) A professional service limited liability  company,  other  than  a
  professional  service  limited  liability company authorized to practice
  law, shall be under the supervision of the regents of the university  of
  the  state  of  New  York and be subject to disciplinary proceedings and

  penalties,  and  its  articles  of  organization  shall  be  subject  to
  suspension, revocation or annulment for cause, in the same manner and to
  the  same  extent  as  is provided with respect to individuals and their
  licenses, certificates and registrations in title eight of the education
  law   relating   to   the  applicable  profession.  Notwithstanding  the
  provisions of this subdivision, a professional service limited liability
  company  authorized  to  practice  medicine  shall  be  subject  to  the
  pre-hearing  procedures  and  hearing  procedures  as  are provided with
  respect to individual physicians and their licenses  in  Title  II-A  of
  article two of the public health law.
    (e)  A  professional  service  limited liability company authorized to
  practice law shall be subject to the regulation and control of, and  its
  articles  of  organization shall be subject to suspension, revocation or
  annulment for cause by, the appellate division of the supreme court  and
  the  court of appeals in the same manner and to the same extent provided
  in  the  judiciary  law  with  respect  to  individual   attorneys   and
  counselors-at-law.  Such  limited liability company need not qualify for
  any certification under 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.