2023 New York Laws › LLC - Limited Liability Company Law › Article 13 - Foreign Professional Service Limited Liability Companies › 1306 - Filing Requirements.

§  1306.  Filing  requirements.  (a)  A  foreign  professional service
limited liability company may apply for authority to do business in this
state.  An application entitled "Application for authority  of...  (name
of  limited liability company) under section thirteen hundred six of the
Limited Liability Company Law," shall be signed by an authorized  person
for  the  limited  liability  company and delivered to the department of
state. It shall set forth:
(1) the name of the foreign  professional  service  limited  liability
company.  If  the name does not end with the words "Professional Limited
Liability Company" or "Limited Liability Company"  or  the  abbreviation
"P.L.L.C.",  "PLLC",  "L.L.C."  or  "LLC",  it  shall in addition to the
foregoing set forth the name to be used in this state, ending  with  the
words  "Professional  Limited  Liability  Company" or "Limited Liability
Company" or the abbreviation "P.L.L.C.", "PLLC", "L.L.C." or "LLC";
(2) the jurisdiction and date of its formation;
(3) a statement of the profession or professions to  be  practiced  in
this state and a statement that the foreign professional service limited
liability   company   is  authorized  to  practice  such  profession  or
professions in the jurisdiction of its formation;
(4) the name, address and, where applicable, license  number  of  each
professional  within  the foreign professional service limited liability
company who is licensed to practice the  profession  or  professions  in
this state;
(5)  the city, incorporated village or town and the county within this
state in which its office is to be located;
(6) a designation of the secretary of state as  its  agent  upon  whom
process  against  it may be served and the post office address within or
without this state to which the secretary of state shall mail a copy  of
any  process  against  it  served upon him or her. The limited liability
company may include an email address to which  the  secretary  of  state
shall  email  a  notice  of  the  fact  that process against it has been
electronically served upon him or her; and
(7) if it is to have a registered agent, his or her name  and  address
within this state and a statement that the registered agent is to be its
agent upon whom process against it may be served.
(b) Attached to the application for authority shall be:
(1)  a certificate by an authorized officer of the jurisdiction of its
formation  that  the  foreign  professional  service  limited  liability
company is an existing limited liability company;
(2)  a  certificate  or certificates issued by the licensing authority
that each professional within such limited liability company who  is  an
individual  and  intending  to practice the profession or professions in
this state is licensed to practice said  profession  or  professions  in
this state and for each such professional that is a professional service
corporation,  foreign  professional  service  corporation,  professional
service limited liability company, foreign professional service  limited
liability  company,  registered  limited  liability partnership, foreign
limited liability partnership  or  professional  partnership,  (A)  such
certificate  or  certificates  issued  by  the licensing authority shall
certify either (i) that  each  such  professional  service  corporation,
foreign  professional  service corporation, professional service limited
liability  company,  foreign  professional  service  limited   liability
company,  registered  limited  liability  partnership,  foreign  limited
liability partnership or professional partnership intending to  practice
a  profession in the state is authorized by law to practice in the state
the profession that such foreign limited liability  company  intends  to
practice  in the state and, if applicable, that each shareholder, member
or partner of such proposed member or manager is authorized  by  law  to

render  the  professional  service  that  such foreign limited liability
company intends to practice in this state or (ii) that one  or  more  of
such  professional  service  corporation,  foreign  professional service
corporation,  professional  service  limited  liability company, foreign
professional  service  limited  liability  company,  registered  limited
liability   partnership,   foreign   limited  liability  partnership  or
professional partnership, intending to practice  a  profession  in  this
state is authorized by law to practice in this state the profession that
such  foreign limited liability company intends to practice and that one
or more of the  shareholders,  members  or  partners  of  such  proposed
members  or  managers  are authorized to practice within this state each
profession  that  such  foreign  limited  liability  company   will   be
authorized to practice within this state and (B) there shall be attached
to  the application for authority a certificate by an authorized officer
of the jurisdiction of  its  formation  that  the  professional  service
corporation,  foreign  professional  service  corporation,  professional
service limited liability company, foreign professional service  limited
liability  company,  registered limited liability partnership or foreign
limited liability partnership is validly existing and, in the case of  a
foreign  professional  service corporation, foreign professional service
limited liability company or foreign limited  liability  partnership,  a
certificate  from  the secretary of state that such foreign professional
service corporation,  foreign  professional  service  limited  liability
company  or  foreign  limited  liability partnership is authorized to do
business under article fifteen-A of the business corporation  law,  this
article  or  article eight-B of the partnership law, as the case may be.
In order to obtain said certificate  or  certificates,  a  copy  of  the
articles  of organization shall be furnished to the licensing authority;
and
(3) a certificate or certificates, issued by the  licensing  authority
in  the case of a foreign professional service limited liability company
providing health services, stating that each member or  manager  of  the
foreign  professional  service  limited liability company is licensed to
practice said profession in this state.
(c) The fee for filing the application  for  authority  shall  be  two
hundred  dollars,  payable to the department of state, and the fee for a
certificate of authority issued by the state education department  shall
be fifty dollars.
(d)  (i)  Within  one  hundred  twenty  days  after  the filing of the
application for authority with the department of state, a  copy  of  the
same  or  a  notice  containing the substance thereof shall be published
once in each week for six successive weeks, in  two  newspapers  of  the
county within this state in which the office of the foreign professional
service  limited  liability  company  is  located,  one  newspaper to be
printed weekly and one newspaper to be printed daily, to  be  designated
by  the  county  clerk. When such county is located within a city with a
population of one million or more, such designation shall be  as  though
the   copy  or  notice  were  a  notice  or  advertisement  of  judicial
proceedings. Proof  of  the  publication  required  by  this  paragraph,
consisting of the certificate of publication of the foreign professional
service  limited liability company with the affidavits of publication of
such newspapers annexed thereto, must be filed with  the  department  of
state.  Notwithstanding any other provision of law, if the office of the
foreign professional service limited liability company is located  in  a
county  wherein  a weekly or daily newspaper of the county, or both, has
not been so designated by the county clerk, then the publication  herein
required  shall be made in a weekly or daily newspaper of any county, or
both, as the case may be, which is contiguous to, such county,  provided

that  any  such  newspaper  meets  all  the  other  requirements of this
paragraph. A copy or notice published in  a  newspaper  other  than  the
newspaper  or  newspapers  designated  by  the county clerk shall not be
deemed  to  be  one  of the publications required by this paragraph. The
notice shall include: (1) the name of the foreign  professional  service
limited liability company; (2) the date of filing of the application for
authority with the department of state; (3) the jurisdiction and date of
its  organization; (4) the county within this state, in which the office
of  the  foreign  professional  service  limited  liability  company  is
located; (4-a) the street address of the principal business location, if
any;  (5) a statement that the secretary of state has been designated as
agent of the foreign professional service limited liability company upon
whom process against it may be served and the post office address within
or without this state to which the secretary of state shall mail a  copy
of  any  process  against  it served upon him or her; (6) if the foreign
professional service limited liability company is to have  a  registered
agent,  his  or  her  name and address within this state and a statement
that the registered agent is to be the agent of the foreign professional
service limited liability company upon whom process against  it  may  be
served;  (7)  the address of the office required to be maintained in the
jurisdiction of its organization by the laws of that jurisdiction or, if
not so required, of the principal office  of  the  foreign  professional
service  limited  liability  company;  (8)  the  name and address of the
authorized officer in its jurisdiction of organization where a  copy  of
its  certificate of organization is filed or, if no public filing of its
certificate of organization is required by the law of  its  jurisdiction
of  organization,  a  statement  that  the  foreign professional service
limited liability company shall provide, on request, a copy thereof with
all amendments thereto (if such documents are in a foreign  language,  a
translation  thereof  under  oath  of  the  translator shall be attached
thereto), and the name and post office address of the person responsible
for providing such copies; and (9)  the  character  or  purpose  of  the
business of such foreign professional service limited liability company.
Where,  at  any  time  after  completion  of the first of the six weekly
publications required by this paragraph and prior to the  completion  of
the  sixth  such  weekly  publication,  there  is a change in any of the
information contained in the copy or notice as  published,  the  foreign
professional   service   limited  liability  company  may  complete  the
remaining publications of the original copy or notice, and  the  foreign
professional  service limited liability company shall not be required to
publish any further or amended copy or notice. Where, at any time  after
completion  of  the  six weekly publications required by this paragraph,
there is a change to any of the information contained  in  the  copy  or
notice  as published, no further or amended publication or republication
shall be required to be made. If within one hundred  twenty  days  after
the  filing  of  its  application  for  authority with the department of
state, proof of such  publication,  consisting  of  the  certificate  of
publication  of  the  foreign  professional  service  limited  liability
company with the affidavits of publication  of  the  newspapers  annexed
thereto  has  not been filed with the department of state, the authority
of such foreign professional service limited liability company to  carry
on,  conduct  or transact any business in this state shall be suspended,
effective as of the expiration of such one hundred  twenty  day  period.
The  failure of a foreign professional service limited liability company
to cause such copy or notice to be published  and  such  certificate  of
publication   and  affidavits  of  publication  to  be  filed  with  the
department of state within such one hundred twenty  day  period  or  the
suspension  of  such  foreign  professional  service  limited  liability

company's authority to carry on, conduct or transact  business  in  this
state  pursuant to this paragraph shall not limit or impair the validity
of any contract or act of  such  foreign  professional  service  limited
liability company, or any right or remedy of any other party under or by
virtue  of  any  contract,  act or omission of such foreign professional
service limited liability company, or the right of any  other  party  to
maintain  any  action or special proceeding on any such contract, act or
omission,  or  right  of  such  foreign  professional  service   limited
liability  company  to  defend  any action or special proceeding in this
state, or result in  any  member,  manager  or  agent  of  such  foreign
professional  service  limited liability company becoming liable for the
contractual obligations or other liabilities of the foreign professional
service limited  liability  company.  If,  at  any  time  following  the
suspension of a foreign professional service limited liability company's
authority  to  carry  on,  conduct  or  transact  business in this state
pursuant to this paragraph, such foreign  professional  service  limited
liability  company  shall  cause  proof  of  publication  in substantial
compliance with the provisions (other than the one  hundred  twenty  day
period)  of this paragraph, consisting of the certificate of publication
of the foreign professional service limited liability company  with  the
affidavits of publication of the newspapers annexed thereto, to be filed
with   the   department  of  state,  such  suspension  of  such  foreign
professional service limited liability company's authority to carry  on,
conduct or transact business shall be annulled.
(ii)(1) A foreign professional service limited liability company which
was  formed  and filed its application for authority with the department
of state prior to the effective date of this paragraph and complied with
the publication and filing requirements of this subdivision as in effect
prior to  such  effective  date  shall  not  be  required  to  make  any
publication  or  republication or any filing under paragraph (i) of this
subdivision, and shall not be subject to  suspension  pursuant  to  this
subdivision.
(2) Within twelve months after the effective date of this paragraph, a
foreign  professional service limited liability company which was formed
and filed its application for authority with  the  department  of  state
prior  to  such  effective  date  and  which  did  not  comply  with the
publication and filing requirements of this  subdivision  as  in  effect
prior to such effective date shall publish a copy of its application for
authority  or  a  notice  containing the substance thereof in the manner
required (other  than  the  one  hundred  twenty  day  period)  by  this
subdivision  as in effect prior to such effective date and file proof of
such publication, consisting of the certificate of  publication  of  the
foreign   professional   service  limited  liability  company  with  the
affidavits of publication of the newspapers annexed  thereto,  with  the
department of state.
(3)  If  a foreign professional service limited liability company that
is subject to the provisions of subparagraph two of this paragraph fails
to file the required proof of publication with the department  of  state
within  twelve  months  after  the effective date of this paragraph, its
authority to carry on, conduct or transact any business  in  this  state
shall  be suspended, effective as of the expiration of such twelve month
period.
(4) The failure of a foreign professional  service  limited  liability
company  that  is  subject to the provisions of subparagraph two of this
paragraph to fully comply with the provisions of said  subparagraph  two
of this paragraph or the suspension of such foreign professional service
limited  liability  company's authority to carry on, conduct or transact
any business in this  state  pursuant  to  subparagraph  three  of  this

paragraph  shall not impair or limit the validity of any contract or act
of such foreign professional service limited liability company,  or  any
right  or  remedy of any other party under or by virtue of any contract,
act  or  omission of such foreign professional service limited liability
company, or the right of any other  party  to  maintain  any  action  or
special  proceeding  on  any such contract, act or omission, or right of
such foreign professional service limited liability  company  to  defend
any action or special proceeding in this state, or result in any member,
manager  or agent of such foreign professional service limited liability
company  becoming  liable  for  the  contractual  obligations  or  other
liabilities  of  the  foreign  professional  service  limited  liability
company.
(5) If, at any time following the suspension of a foreign professional
service limited liability company's authority to carry  on,  conduct  or
transact  business in this state, pursuant to subparagraph three of this
paragraph, such foreign professional service limited  liability  company
shall  cause  proof  of  publication  in substantial compliance with the
provisions (other than the one hundred twenty day period)  of  paragraph
(i) of this subdivision, consisting of the certificate of publication of
the  foreign  professional  service  limited  liability company with the
affidavits of publication of the newspapers annexed thereto, to be filed
with  the  department  of  state,  such  suspension  of   such   foreign
professional  service limited liability company's authority to carry on,
conduct or transact business shall be annulled.
(6) For the purposes of this paragraph, a foreign professional service
limited liability company which was formed and filed its application for
authority with the department of state prior to the  effective  date  of
this paragraph shall be deemed to have complied with the publication and
filing  requirements  of  this  subdivision  as  in effect prior to such
effective date if (i) the foreign professional service limited liability
company was formed and filed its  application  for  authority  with  the
department  of  state  on  or  after  January  first,  nineteen  hundred
ninety-nine  and  prior  to  such  effective  date   and   the   foreign
professional  service  limited  liability  company  filed  at  least one
affidavit of the printer or publisher of a newspaper with the department
of state at any time prior to such effective date, or (ii)  the  foreign
professional  service limited liability company was formed and filed its
application for authority with the department of state prior to  January
first,  nineteen  hundred  ninety-nine,  without  regard  to whether the
foreign professional service limited liability company did  or  did  not
file  any  affidavit of the printer or publisher of a newspaper with the
secretary of state.
(iii)  The  information  in  a  notice  published  pursuant  to   this
subdivision  shall be presumed to be in compliance with and satisfaction
of the requirements of this subdivision.