NY Pship L § 121-1502 (2021)
2021 New York Laws PTR - Partnership Article 8-B - Registered Limited Liability Partnerships 121-1502 - 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;   * NB Effective until January 1, 2023   * (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. The foreign limited liability partnership 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;   * NB Effective January 1, 2023 (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) (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:  (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  submitted  directly  to  the department  of  state.  The commissioner of taxation and finance and the secretary of state may  agree  to  allow  New  York  registered  foreign limited  liability  partnerships  to  provide the statement specified in this paragraph on tax reports filed with the department of taxation  and finance in lieu of statements filed directly with the secretary of state and  in a manner prescribed by the commissioner of taxation and finance. If this agreement is made, starting with taxable years beginning  on  or after  January  first,  two  thousand  sixteen, each New York registered foreign limited liability partnership required  to  file  the  statement specified in this paragraph that is subject to the filing fee imposed by paragraph  three of subsection (c) of section six hundred fifty-eight of the tax law shall provide such statement  annually  on  its  filing  fee payment  form  filed with the department of taxation and finance in lieu of filing a statement under this paragraph directly with the  department of  state.  However,  each New York registered foreign limited liability partnership required  to  file  a  statement  under  this  section  must continue to file a statement with the department of state as required by this  section  until  the  New York registered foreign limited liability partnership in fact has  filed  a  filing  fee  payment  form  with  the department   of   taxation   and  finance  that  includes  all  required information. After that time, the New York  registered  foreign  limited liability  partnership  shall continue to provide annually the statement specified in this paragraph on its filing fee payment form  in  lieu  of filing  the  statement  required  by  this  paragraph  directly with the  department of state. The commissioner  of  taxation  and  finance  shall deliver  the  completed  statement  specified  in  this paragraph to the department of state for filing. The department of taxation  and  finance must,  to the extent feasible, also include in such delivery the current name of the New York registered foreign limited  liability  partnership, department  of  state identification number for such New York registered foreign limited liability partnership, the name, signature and  capacity of  the signer of the statement, name and street address of the filer of the statement, and the email address,  if  any,  of  the  filer  of  the statement.   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. This shall not apply to New York registered foreign limited liability partnerships that have  filed  a  statement  with  the department  of state through the department of taxation and finance. 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 statement required by  this  subdivision.  The  filing  of  such statement  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  statement  with the department of state. 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  whose  status  was  revoked  shall  have  filed a statement 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.  (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 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, 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 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 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:   (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 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  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.  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 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 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 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.  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  or  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 not  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, or result in  any partner  or agent of such foreign limited liability partnership becoming liable for the contractual  obligations  or  other  liabilities  of  the foreign  limited  liability  partnership.  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  twelve  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 paragraph 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  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.  (4)  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 or 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 not 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, or result  in  any  partner  or  agent  of  such  foreign limited liability partnership becoming liable for the  contractual  obligations  or  other liabilities of the foreign limited liability partnership.  (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.  (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.    * NB Effective until January 1, 2023   * (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 her, and/or the email address to which the secretary of state shall email a notice of the fact that process  against  it  has been  electronically  served  upon  the  secretary  of state, and/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,  and/or  the  email  address  being changed  is  the  email  address  of  a  person,  partnership  or  other corporation whose email address, as agent, is the email  address  to  be changed,  and/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, and/or to whose email address the secretary of state is required to mail a notice of the fact that process against it has been electronically served upon the secretary  of  state, and/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.   * NB Effective January 1, 2023  (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, geological services,  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. Each partner of a foreign  limited  liability  partnership  which provides  applied  behavior  analysis  services  in  this  state must be licensed or certified pursuant to article 167 of the  education  law  to practice applied behavior analysis in this state.