2023 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.