NY LLC L § 1203 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 12 - 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,  landscape  architectural and/or  geological 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. With respect to a professional service limited  liability company  formed  to  provide  applied behavior analysis services as such services are defined in article 167 of the education law, each member of such limited liability company must be licensed or certified pursuant to article 167 of the education law to practice applied  behavior  analysis  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.