2023 New York Laws › PTR - Partnership › Article 8-B - Registered Limited Liability Partnerships › 121-1500 - Registered Limited Liability Partnership.

§   121-1500.   Registered   limited   liability  partnership.  (a)(I)
Notwithstanding the education law or any other provision of law,  (i)  a
partnership  without  limited  partners  each  of  whose  partners  is a
professional authorized by law to render a professional  service  within
this  state  and  who  is  or  has  been engaged in the practice of such
profession in such partnership or a predecessor entity, or  will  engage
in  the  practice of such profession in the registered limited liability
partnership within thirty days of the date of the effectiveness  of  the
registration  provided  for in this subdivision or a partnership without
limited partners each of whose partners is a professional, at least  one
of  whom  is  authorized  by law to render a professional service within
this state and who is or has  been  engaged  in  the  practice  of  such
profession  in  such partnership or a predecessor entity, or will engage
in the practice of such profession in the registered  limited  liability
partnership  within  thirty days of the date of the effectiveness of the
registration provided  for  in  this  subdivision,  (ii)  a  partnership
without   limited   partners   authorized  by,  or  holding  a  license,
certificate, registration or permit issued by  the  licensing  authority
pursuant  to  the  education law to render a professional service within
this state, which renders or intends  to  render  professional  services
within  this state, or (iii) a related limited liability partnership may
register as a registered limited liability partnership  by  filing  with
the department of state a registration which shall set forth:
(1) the name of the registered limited liability partnership;
(2)  the  address  of  the principal office of the partnership without
limited partners;
(3) the profession or professions to be practiced by such  partnership
without limited partners and a statement that it is eligible to register
as  a  registered  limited liability partnership pursuant to subdivision
(a) of this section;
(4)  a  designation  of  the  secretary  of  state  as  agent  of  the
partnership without limited partners 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 partnership without limited partners 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;
(5)  if  the  partnership  without  limited  partners  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 partnership  without
limited partners upon whom process against it may be served;
(6)  that  the  partnership  without  limited  partners  is  filing  a
registration for status as a registered limited liability partnership;
(7) if the registration of the partnership without limited partners is
to be effective on a date later than the time of filing, the  date,  not
to  exceed  sixty  days  from  the date of such filing, of such proposed
effectiveness;
(8) if all or specified partners of the registered  limited  liability
partnership  are  to  be liable in their capacity as partners for all or
specified debts, obligations or liabilities of  the  registered  limited
liability  partnership  as  authorized  pursuant  to  subdivision (d) of
section twenty-six of this chapter, a statement that  all  or  specified
partners  are  so  liable  for such debts, obligations or liabilities in
their  capacity  as  partners  of  the  registered   limited   liability
partnership  as  authorized  pursuant  to  subdivision  (d)  of  section
twenty-six of this chapter; and
(9)  any  other  matters  the  partnership  without  limited  partners
determines to include in the registration.
(II)  (A)  Within  one hundred twenty days after the effective date of
the registration, 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 principal
office of the registered limited liability  partnership  is  located  in
this state, one newspaper 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
registered  limited  liability  partnership  with  the   affidavits   of
publication annexed thereto, must be filed, with a fee of fifty dollars,
with  the  department  of  state. Notwithstanding any other provision of
law, if the office of the registered 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  paragraph.  The  notice  shall  include:  (1)  the name of the
registered limited liability partnership; (2) the date of filing of  the
registration  with  the  department of state; (3) the county within this
state, in which the principal office of the registered limited liability
partnership is located;  (3-a)  the  street  address  of  the  principal
business  location,  if any; (4) a statement that the secretary of state
has been  designated  as  agent  of  the  registered  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; (5) if the registered 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 registered
limited liability partnership  upon  whom  process  against  it  may  be
served; (6) if the registered limited liability partnership is to have a
specific  date  of  dissolution in addition to the events of dissolution
set forth in section sixty-two of this chapter,  the  latest  date  upon
which  the  registered limited liability partnership is to dissolve; and
(7) the character or purpose of the business of such registered  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 registered limited liability partnership may complete the
remaining   publications  of  the  original  copy  or  notice,  and  the
registered 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
its  formation, proof of such publication, consisting of the certificate
of publication of the registered 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 registered
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
registered 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 registered 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  registered  limited
liability  partnership,  or any right or remedy of any other party under
or by virtue of any contract, act or omission of such registered 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 registered limited liability  partnership  to  defend  any
action  or special proceeding in this state, or result in any partner or
agent of such registered limited liability partnership  becoming  liable
for  the  contractual obligations or other liabilities of the registered
limited liability partnership. If, at any time following the  suspension
of  a  registered limited liability partnership's authority to carry on,
conduct  or  transact  business  in  this   state   pursuant   to   this
subparagraph,  such registered 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  registered  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  registered  limited  liability partnership's
authority to carry on, conduct or transact business shall be annulled.
(B)(1) A registered limited liability  partnership  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.
(2)   Within   twelve   months   after  the  effective  date  of  this
subparagraph, a  registered  limited  liability  partnership  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  registration  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  registered  limited
liability   partnership  with  the  affidavits  of  publication  of  the
newspapers annexed thereto, with the department of state.
(3) If a registered 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 registered 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

registered  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 registered limited liability partnership, or any
right  or  remedy of any other party under or by virtue of any contract,
act or omission of such registered 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 registered  limited
liability partnership to defend any action or special proceeding in this
state,  or  result  in  any  partner or agent of such registered limited
liability partnership becoming liable for the contractual obligations or
other liabilities of the registered limited liability partnership.
(5) If, at any time following the suspension of a  registered  limited
liability  partnership's  authority  to  carry  on,  conduct or transact
business in this state, pursuant to clause three of  this  subparagraph,
such  registered  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
registered   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  registered  limited
liability partnership's authority  to  carry  on,  conduct  or  transact
business shall be annulled.
(6)  For  the  purposes  of  this  subparagraph,  a registered limited
liability partnership 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 (A) the registered limited liability partnership was
formed on or after January first, nineteen hundred ninety-nine and prior
to such effective date and the registered 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 registered limited liability partnership was formed prior to
January first, nineteen hundred ninety-nine, without regard  to  whether
the  registered  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.
(b)  The registration shall be executed by one or more partners of the
partnership without limited partners.
(c) The registration shall be accompanied by  a  fee  of  two  hundred
dollars.
(d)  A  partnership  without  limited  partners  is  registered  as  a
registered limited liability partnership at the time of the  payment  of
the  fee required by subdivision (c) of this section and the filing of a
completed registration with the department of  state  or  at  the  later
date,  if  any, specified in such registration, not to exceed sixty days
from the date of such filing. A  partnership  without  limited  partners
that  has  been registered as a registered limited liability partnership
is for all purposes the same entity that existed before the registration
and continues to be a partnership without  limited  partners  under  the
laws of this state. The status of a partnership without limited partners
as  a  registered limited liability partnership shall not be affected by
changes in the information stated in the registration after  the  filing
of the registration. If a partnership without limited partners that is a

registered   limited  liability  partnership  dissolves,  a  partnership
without limited partners which  is  the  successor  to  such  registered
limited  liability  partnership  (i) shall not be required to file a new
registration and shall be deemed to have filed the registration filed by
the registered limited liability partnership pursuant to subdivision (a)
of  this  section,  as  well  as any withdrawal notice filed pursuant to
subdivision (f) of this section, any statement or certificate of consent
filed pursuant to subdivision (g) of this section or any certificate  of
amendment  filed  pursuant  to  subdivision (j) of this section and (ii)
shall be bound by any revocation of registration pursuant to subdivision
(g)  of  this  section  and  any  annulment  thereof  of  the  dissolved
partnership  without  limited  partners  that  was  a registered limited
liability partnership. For  purposes  of  this  section,  a  partnership
without limited partners is a successor to a partnership without limited
partners  that  was  a  registered  limited  liability  partnership if a
majority of the total interests in the current profits of such successor
partnership without  limited  partners  are  held  by  partners  of  the
predecessor  partnership  without limited partners that was a registered
limited liability partnership who  were  partners  of  such  predecessor
partnership  immediately  prior  to  the dissolution of such predecessor
partnership.
(e) If the signed registration 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
registration shall be filed and indexed by the department of state.
(f)  A  registration may be withdrawn by filing with the department of
state a written withdrawal notice executed by one or  more  partners  of
the registered limited liability partnership, with a filing fee of sixty
dollars.  A  withdrawal  notice  must  include:  (i)  the  name  of  the
registered limited liability partnership (and if  it  has  been  changed
since  registration,  the  name under which it was registered); (ii) the
date the registration was filed with the department of state pursuant to
subdivision (a) of this section; (iii) the  address  of  the  registered
limited liability partnership's principal office; (iv) if the withdrawal
of  the registered 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  such  filing, of such proposed effectiveness; (v) a
statement acknowledging that the withdrawal terminates the partnership's
status as a registered limited liability partnership; and (vi) any other
information determined by the registered limited liability  partnership.
A  withdrawal  notice  terminates  the  status  of  the partnership as a
registered limited liability partnership as of the date  of  filing  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
registration  shall  not be affected by errors in the information stated
in the withdrawal notice. If a registered limited liability  partnership
is  dissolved,  it  shall within thirty days after the winding up of its
affairs  is  completed  file  a  withdrawal  notice  pursuant  to   this
subdivision.
(g)  Each registered limited liability partnership shall, within sixty
days prior to the  fifth  anniversary  of  the  effective  date  of  its
registration and every five years thereafter, furnish a statement to the
department  of  state  setting  forth:  (i)  the  name of the registered
limited liability partnership, (ii) the address of the principal  office
of  the  registered 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
eligible  to  register  as  a  registered  limited liability partnership
pursuant to subdivision (a) of this  section.  The  statement  shall  be
executed  by  one  or  more partners of the registered limited liability
partnership. The statement shall be  accompanied  by  a  fee  of  twenty
dollars   if   submitted  directly  to  the  department  of  state.  The
commissioner of taxation and finance and  the  secretary  of  state  may
agree  to allow registered limited liability partnerships to provide the
statement specified in this subdivision 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 registered limited liability partnership required
to  file  the statement specified in this subdivision 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
subdivision with the  department  of  state.  However,  each  registered
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 registered 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   registered   limited   liability
partnership  shall  continue to provide annually the statement specified
in this subdivision on its filing  fee  payment  form  in  lieu  of  the
statement required by this subdivision. The commissioner of taxation and
finance   shall  deliver  the  completed  statement  specified  in  this
subdivision 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   registered   limited   liability
partnership,   department   of  state  identification  number  for  such
registered  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 registered 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
registered  limited  liability  partnership  as  shown   in   the   last
registration  or  statement  or  certificate  of amendment filed by such
registered limited liability partnership, make a proclamation  declaring
the  registration of such registered limited liability partnership to be
revoked pursuant to this subdivision. 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. This shall not apply to registered limited liability
partnerships that have filed a statement with the  department  of  state
through  the department of taxation and finance. Upon the publication of
such proclamation in the manner  aforesaid,  the  registration  of  each
registered  limited  liability  partnership  named  in such proclamation
shall  be  deemed  revoked  without  further  legal   proceedings.   Any
registered  limited  liability  partnership  whose  registration  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  registration of such registered limited liability partnership under

this subdivision and (1) the registered  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
provisions  of  subdivision (b) of section twenty-six of this chapter 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  registered  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 registration of such  registered  limited  liability  partnership
under  this  subdivision  and  (A)  such  registered  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 (B) such publication shall  not  affect  the  applicability  of  the
provisions  of  subdivision (b) of section twenty-six of this chapter 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
registered  limited liability partnership whose registration was revoked
shall have filed a statement pursuant to this subdivision or if the name
of a registered 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.
(h) The  filing  of  a  withdrawal  notice  by  a  registered  limited
liability  partnership  pursuant  to  subdivision (f) of this section, a
revocation of registration pursuant to subdivision (g) of  this  section
and the filing of a certificate of amendment pursuant to subdivision (j)
of  this section shall not affect the applicability of the provisions of
subdivision (b) of section twenty-six  of  this  chapter  to  any  debt,
obligation   or   liability  incurred,  created  or  assumed  while  the
partnership was a registered  limited  liability  partnership.  After  a
withdrawal  or  revocation  of  registration,  the  partnership  without
limited partners shall for all purposes  remain  the  same  entity  that
existed  during  registration  and continues to be a partnership without
limited partners under the laws of this state.
(i) The department of state shall remove from its active  records  the
registration   of  a  registered  limited  liability  partnership  whose
registration has been withdrawn or revoked.
(j) A registration or statement filed with  the  department  of  state
under  this  section  may  be  amended  or  corrected by filing with the
department of state a certificate of amendment executed by one  or  more
partners  of the registered limited liability partnership. No later than
ninety days after (i) a change in the name  of  the  registered  limited
liability  partnership  or  (ii)  a  partner  of  the registered limited
liability partnership becomes aware that any statement in a registration
or statement was false in any material respect  when  made  or  that  an
event  has occurred which makes the registration or statement inaccurate
in any material respect, the registered  limited  liability  partnership
shall  file  a  certificate of amendment. The filing of a certificate 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  was  registered and (ii) the date of filing its initial registration
or statement.
(j-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 registered 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  for  such  registered  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 registered limited liability partnership and, if it has been
changed,  the  name  under  which  it  was  originally  filed  with  the
department of state; (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.
(k) The filing of a certificate of amendment pursuant  to  subdivision
(j)  of  this  section  with the department of state shall not alter the
effective date of the registration being amended or corrected.
(l)  Except  as  otherwise  provided  in  any  agreement  between  the
partners,  the  decision  of  a  partnership without limited partners to
file, withdraw or amend a registration pursuant to subdivision (a),  (f)
or  (j),  respectively,  of this section is an ordinary matter connected
with partnership business under subdivision eight of  section  forty  of
this chapter.
(m)   A   registered  limited  liability  partnership,  other  than  a
registered 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  registered  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. In addition to rendering the professional service or  services  the
partners  are authorized to practice in this state, a registered limited
liability partnership may carry on, or conduct  or  transact  any  other

business  or  activities  as  to  which  a  partnership  without limited
partners may be formed. Notwithstanding  any  other  provision  of  this
section,  a  registered  limited liability partnership (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. Any registered limited liability partnership may invest its
funds in real estate, mortgages, stocks, bonds or  any  other  types  of
investments.
(n)   No   registered  limited  liability  partnership  may  render  a
professional service except through individuals  authorized  by  law  to
render  such professional service as individuals, provided, that nothing
in  this  chapter  shall  authorize  a  registered   limited   liability
partnership  to  render  a  professional  service  in  this state except
through individuals  authorized  by  law  to  render  such  professional
service as individuals in this state.
(o) 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.
(p) A certified copy of the registration and of  each  certificate  of
amendment shall be filed by the registered limited liability partnership
with the licensing authority within thirty days after the filing of such
registration or amendment with the department of state.
* (q)  Each  partner  of  a  registered  limited liability partnership
formed to provide medical  services  in  this  state  must  be  licensed
pursuant  to  article  131  of the education law to practice medicine in
this  state  and  each  partner  of  a  registered   limited   liability
partnership  formed  to  provide  dental  services in this state must be
licensed pursuant to article  133  of  the  education  law  to  practice
dentistry in this state.  Each partner of a registered limited liability
partnership  formed to provide veterinary services in this state must be
licensed pursuant to article  135  of  the  education  law  to  practice
veterinary  medicine in this state. Each partner of a registered limited
liability partnership formed to provide 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 in this state. Each partner  of
a  registered  limited  liability partnership formed to provide licensed
clinical social work services in this state must be licensed pursuant to
article 154 of the education law to practice  clinical  social  work  in
this  state.  Each partner of a registered limited liability partnership
formed to provide 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  registered
limited  liability  partnership  formed  to  provide 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 registered limited liability partnership formed
to provide 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 registered limited
liability partnership formed to provide 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  registered
limited   liability  partnership  formed  to  provide  applied  behavior
analysis service in this state must be licensed or certified pursuant to
article  167  of the education law to practice applied behavior analysis
in this state.
* NB Effective until June 8, 2024
* (q) Each partner  of  a  registered  limited  liability  partnership
formed  to  provide  medical  services  in  this  state must be licensed
pursuant to article 131 of the education law  to  practice  medicine  in
this   state   and  each  partner  of  a  registered  limited  liability
partnership formed to provide dental services  in  this  state  must  be
licensed  pursuant  to  article  133  of  the  education law to practice
dentistry in this state.  Each partner of a registered limited liability
partnership formed to provide veterinary services in this state must  be
licensed  pursuant  to  article  135  of  the  education law to practice
veterinary medicine in this state. Each partner of a registered  limited
liability partnership formed to provide public accountancy services as a
firm,  whose  principal  place  of  business  is  in  this state and who
provides public accountancy  services,  must  be  licensed  pursuant  to
article  149 of the education law to practice public accountancy in this
state. Each partner of a registered limited liability partnership formed
to  provide  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  in  this  state.  Each  partner  of  a  registered  limited
liability  partnership  formed  to provide licensed clinical social work
services in this state must be licensed pursuant to article 154  of  the
education  law  to  practice  clinical  social  work in this state. Each
partner of a registered limited liability partnership formed to  provide
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 registered limited  liability  partnership
formed  to  provide  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
registered limited liability partnership formed to provide 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 registered limited liability partnership formed
to provide 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  registered   limited   liability
partnership  formed to provide applied behavior analysis service in this
state must be licensed or certified  pursuant  to  article  167  of  the
education  law  to  practice  applied behavior analysis in this state. A
registered limited liability partnership formed to  lawfully  engage  in
the  practice  of  public  accountancy  as  a  firm, as such practice is
defined under article 149 of the education law,  shall  be  required  to
show  (1)  that a simple majority of the ownership of the firm, in terms
of financial interests and voting rights  held  by  the  firm's  owners,
belongs  to  individuals licensed to practice public accountancy in some
state, and (2) that all partners  of  a  limited  liability  partnership
whose  principal place of business is in this state, and who are engaged
in the practice of public  accountancy  in  this  state,  hold  a  valid
license  issued under section seventy-four hundred four of the education
law. For  purposes  of  this  subdivision,  "financial  interest"  means
capital   stock,   capital   accounts,  capital  contributions,  capital

interest, or interest in undistributed earnings of  a  business  entity.
Although  firms  registered  with  the  education department may include
non-licensee owners, the firm and its  owners  must  comply  with  rules
promulgated   by   the  state  board  of  regents.  Notwithstanding  the
foregoing, a firm registered with the education department may not  have
non-licensee  owners  if  the  firm's name includes the words "certified
public accountant," or "certified public accounts," or the abbreviations
"CPA" or "CPAs". Each non-licensee owner of a firm that is formed  under
this  section shall be (1) a natural person who actively participates in
the business of the firm or its affiliated entities, or (2)  an  entity,
including,   but   not   limited   to,  a  partnership  or  professional
corporation, provided each beneficial owner of  an  equity  interest  in
such  entity  is  a  natural  person  who  actively  participates in the
business conducted by the firm or its affiliated entities. For  purposes
of this subdivision, "actively participate" means to provide services to
clients  or  to  otherwise  individually  take  part  in  the day-to-day
business or management of the firm or an affiliated entity.
* NB Effective June 8, 2024