NY LLC L § 1306 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 13 - 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   * NB Effective until January 1, 2023   * (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.  The  limited  liability company  may  include  an  email address to which the secretary of state shall email a notice of the  fact  that  process  against  it  has  been electronically served upon him or her; and   * NB Effective January 1, 2023  (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.