2013 New York Consolidated Laws
LLC - Limited Liability Company Law
Article 13 - (1301 - 1309) FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY COMPANIES
1306 - 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) (i) Within one  hundred  twenty  days  after  the  filing  of  the
  application  for  authority  with the department of state, a copy of the
  same or a notice containing the substance  thereof  shall  be  published
  once  in  each  week  for six successive weeks, in two newspapers of the
  county within this state in which the office of the foreign professional
  service limited liability  company  is  located,  one  newspaper  to  be
  printed  weekly  and one newspaper to be printed daily, to be designated
  by the county clerk. When such county is located within a  city  with  a
  population  of  one million or more, such designation shall be as though
  the  copy  or  notice  were  a  notice  or  advertisement  of   judicial
  proceedings.  Proof  of  the  publication  required  by  this paragraph,
  consisting of the certificate of publication of the foreign professional
  service limited liability company with the affidavits of publication  of
  such  newspapers  annexed  thereto, must be filed with the department of
  state. Notwithstanding any other provision of law, if the office of  the
  foreign  professional  service limited liability company is located in a
  county wherein a weekly or daily newspaper of the county, or  both,  has
  not  been so designated by the county clerk, then the publication herein
  required shall be made in a weekly or daily newspaper of any county,  or
  both,  as the case may be, which is contiguous to, such county, provided
  that any such  newspaper  meets  all  the  other  requirements  of  this
  paragraph.  A  copy  or  notice  published in a newspaper other than the
  newspaper or newspapers designated by the  county  clerk  shall  not  be

  deemed  to  be  one  of the publications required by this paragraph. The
  notice shall include: (1) the name of the foreign  professional  service
  limited liability company; (2) the date of filing of the application for
  authority with the department of state; (3) the jurisdiction and date of
  its  organization; (4) the county within this state, in which the office
  of  the  foreign  professional  service  limited  liability  company  is
  located; (4-a) the street address of the principal business location, if
  any;  (5) a statement that the secretary of state has been designated as
  agent of the foreign professional service limited liability company upon
  whom process against it may be served and the post office address within
  or without this state to which the secretary of state shall mail a  copy
  of  any  process  against  it served upon him or her; (6) if the foreign
  professional service limited liability company is to have  a  registered
  agent,  his  or  her  name and address within this state and a statement
  that the registered agent is to be the agent of the foreign professional
  service limited liability company upon whom process against  it  may  be
  served;  (7)  the address of the office required to be maintained in the
  jurisdiction of its organization by the laws of that jurisdiction or, if
  not so required, of the principal office  of  the  foreign  professional
  service  limited  liability  company;  (8)  the  name and address of the
  authorized officer in its jurisdiction of organization where a  copy  of
  its  certificate of organization is filed or, if no public filing of its
  certificate of organization is required by the law of  its  jurisdiction
  of  organization,  a  statement  that  the  foreign professional service
  limited liability company shall provide, on request, a copy thereof with
  all amendments thereto (if such documents are in a foreign  language,  a
  translation  thereof  under  oath  of  the  translator shall be attached
  thereto), and the name and post office address of the person responsible
  for providing such copies; and (9)  the  character  or  purpose  of  the
  business of such foreign professional service limited liability company.
  Where,  at  any  time  after  completion  of the first of the six weekly
  publications required by this paragraph and prior to the  completion  of
  the  sixth  such  weekly  publication,  there  is a change in any of the
  information contained in the copy or notice as  published,  the  foreign
  professional   service   limited  liability  company  may  complete  the
  remaining publications of the original copy or notice, and  the  foreign
  professional  service limited liability company shall not be required to
  publish any further or amended copy or notice. Where, at any time  after
  completion  of  the  six weekly publications required by this paragraph,
  there is a change to any of the information contained  in  the  copy  or
  notice  as published, no further or amended publication or republication
  shall be required to be made. If within one hundred  twenty  days  after
  the  filing  of  its  application  for  authority with the department of
  state, proof of such  publication,  consisting  of  the  certificate  of
  publication  of  the  foreign  professional  service  limited  liability
  company with the affidavits of publication  of  the  newspapers  annexed
  thereto  has  not been filed with the department of state, the authority
  of such foreign professional service limited liability company to  carry
  on,  conduct  or transact any business in this state shall be suspended,
  effective as of the expiration of such one hundred  twenty  day  period.
  The  failure of a foreign professional service limited liability company
  to cause such copy or notice to be published  and  such  certificate  of
  publication   and  affidavits  of  publication  to  be  filed  with  the
  department of state within such one hundred twenty  day  period  or  the
  suspension  of  such  foreign  professional  service  limited  liability
  company's authority to carry on, conduct or transact  business  in  this
  state  pursuant to this paragraph shall not limit or impair the validity
  of any contract or act of  such  foreign  professional  service  limited

  liability company, or any right or remedy of any other party under or by
  virtue  of  any  contract,  act or omission of such foreign professional
  service limited liability company, or the right of any  other  party  to
  maintain  any  action or special proceeding on any such contract, act or
  omission,  or  right  of  such  foreign  professional  service   limited
  liability  company  to  defend  any action or special proceeding in this
  state, or result in  any  member,  manager  or  agent  of  such  foreign
  professional  service  limited liability company becoming liable for the
  contractual obligations or other liabilities of the foreign professional
  service limited  liability  company.  If,  at  any  time  following  the
  suspension of a foreign professional service limited liability company's
  authority  to  carry  on,  conduct  or  transact  business in this state
  pursuant to this paragraph, such foreign  professional  service  limited
  liability  company  shall  cause  proof  of  publication  in substantial
  compliance with the provisions (other than the one  hundred  twenty  day
  period)  of this paragraph, consisting of the certificate of publication
  of the foreign professional service limited liability company  with  the
  affidavits of publication of the newspapers annexed thereto, to be filed
  with   the   department  of  state,  such  suspension  of  such  foreign
  professional service limited liability company's authority to carry  on,
  conduct or transact business shall be annulled.
    (ii)(1) A foreign professional service limited liability company which
  was  formed  and filed its application for authority with the department
  of state prior to the effective date of this paragraph and complied with
  the publication and filing requirements of this subdivision as in effect
  prior to  such  effective  date  shall  not  be  required  to  make  any
  publication  or  republication or any filing under paragraph (i) of this
  subdivision, and shall not be subject to  suspension  pursuant  to  this
  subdivision.
    (2) Within twelve months after the effective date of this paragraph, a
  foreign  professional service limited liability company which was formed
  and filed its application for authority with  the  department  of  state
  prior  to  such  effective  date  and  which  did  not  comply  with the
  publication and filing requirements of this  subdivision  as  in  effect
  prior to such effective date shall publish a copy of its application for
  authority  or  a  notice  containing the substance thereof in the manner
  required (other  than  the  one  hundred  twenty  day  period)  by  this
  subdivision  as in effect prior to such effective date and file proof of
  such publication, consisting of the certificate of  publication  of  the
  foreign   professional   service  limited  liability  company  with  the
  affidavits of publication of the newspapers annexed  thereto,  with  the
  department of state.
    (3)  If  a foreign professional service limited liability company that
  is subject to the provisions of subparagraph two of this paragraph fails
  to file the required proof of publication with the department  of  state
  within  twelve  months  after  the effective date of this paragraph, its
  authority to carry on, conduct or transact any business  in  this  state
  shall  be suspended, effective as of the expiration of such twelve month
  period.
    (4) The failure of a foreign professional  service  limited  liability
  company  that  is  subject to the provisions of subparagraph two of this
  paragraph to fully comply with the provisions of said  subparagraph  two
  of this paragraph or the suspension of such foreign professional service
  limited  liability  company's authority to carry on, conduct or transact
  any business in this  state  pursuant  to  subparagraph  three  of  this
  paragraph  shall not impair or limit the validity of any contract or act
  of such foreign professional service limited liability company,  or  any
  right  or  remedy of any other party under or by virtue of any contract,

  act or omission of such foreign professional service  limited  liability
  company,  or  the  right  of  any  other party to maintain any action or
  special proceeding on any such contract, act or omission,  or  right  of
  such  foreign  professional  service limited liability company to defend
  any action or special proceeding in this state, or result in any member,
  manager or agent of such foreign professional service limited  liability
  company  becoming  liable  for  the  contractual  obligations  or  other
  liabilities  of  the  foreign  professional  service  limited  liability
  company.
    (5) If, at any time following the suspension of a foreign professional
  service  limited  liability  company's authority to carry on, conduct or
  transact business in this state, pursuant to subparagraph three of  this
  paragraph,  such  foreign professional service limited liability company
  shall cause proof of publication  in  substantial  compliance  with  the
  provisions  (other  than the one hundred twenty day period) of paragraph
  (i) of this subdivision, consisting of the certificate of publication of
  the foreign professional service  limited  liability  company  with  the
  affidavits of publication of the newspapers annexed thereto, to be filed
  with   the   department  of  state,  such  suspension  of  such  foreign
  professional service limited liability company's authority to carry  on,
  conduct or transact business shall be annulled.
    (6) For the purposes of this paragraph, a foreign professional service
  limited liability company which was formed and filed its application for
  authority  with  the  department of state prior to the effective date of
  this paragraph shall be deemed to have complied with the publication and
  filing requirements of this subdivision  as  in  effect  prior  to  such
  effective date if (i) the foreign professional service limited liability
  company  was  formed  and  filed  its application for authority with the
  department  of  state  on  or  after  January  first,  nineteen  hundred
  ninety-nine   and   prior   to  such  effective  date  and  the  foreign
  professional service  limited  liability  company  filed  at  least  one
  affidavit of the printer or publisher of a newspaper with the department
  of  state  at any time prior to such effective date, or (ii) the foreign
  professional service limited liability company was formed and filed  its
  application  for authority with the department of state prior to January
  first, nineteen hundred  ninety-nine,  without  regard  to  whether  the
  foreign  professional  service  limited liability company did or did not
  file any affidavit of the printer or publisher of a newspaper  with  the
  secretary of state.
    (iii)   The  information  in  a  notice  published  pursuant  to  this
  subdivision shall be presumed to be in compliance with and  satisfaction
  of the requirements of this subdivision.