2023 New York Laws › PTR - Partnership › Article 8-B - Registered Limited Liability Partnerships › 121-1502 - New York Registered Foreign Limited Liability Partnership.

§ 121-1502. New York registered foreign limited liability partnership.
(a)  In order for a foreign limited liability partnership to carry on or
conduct or transact business or activities  as  a  New  York  registered
foreign  limited  liability  partnership  in  this  state,  such foreign
limited liability partnership shall file with the department of state  a
notice  which  shall  set  forth:  (i)  the name under which the foreign
limited liability partnership intends to carry on or conduct or transact
business or activities in this state; (ii) the date  on  which  and  the
jurisdiction  in which it registered as a limited liability partnership;
(iii) the address  of  the  principal  office  of  the  foreign  limited
liability   partnership;  (iv)  the  profession  or  professions  to  be
practiced by such foreign limited liability partnership and a  statement
that  it  is  a foreign limited liability partnership eligible to file a
notice under this chapter; (v) a designation of the secretary  of  state
as  agent of the foreign limited liability partnership upon whom process
against it may be served and the post office address within  or  without
this  state  to  which  the  secretary of state shall mail a copy of any
process against it or served upon  it.  The  foreign  limited  liability
partnership may include an email address to which the secretary of state
shall  email  a  notice  of  the  fact  that process against it has been
electronically served upon him or  her;  (vi)  if  the  foreign  limited
liability  partnership  is  to  have  a  registered  agent, its name and
address in this state and a statement that the registered agent is to be
the agent of the foreign limited liability partnership upon whom process
against it may be served; (vii) a statement that its registration  as  a
limited  liability partnership is effective in the jurisdiction in which
it registered as a limited liability partnership  at  the  time  of  the
filing  of  such  notice;  (viii)  a  statement that the foreign limited
liability partnership is filing a notice in order to obtain status as  a
New  York  registered foreign limited liability partnership; (ix) if the
registration of the foreign  limited  liability  partnership  is  to  be
effective  on  a  date  later  than the time of filing, the date, not to
exceed  sixty  days  from  the  date  of  filing,   of   such   proposed
effectiveness;  and  (x) any other matters the foreign limited liability
partnership determines to include in the notice. Such  notice  shall  be
accompanied  by  either  (1)  a copy of the last registration or renewal
registration (or similar filing), if any, filed by the  foreign  limited
liability  partnership  with  the  jurisdiction where it registered as a
limited liability partnership  or  (2)  a  certificate,  issued  by  the
jurisdiction  where  it  registered  as a limited liability partnership,
substantially  to  the  effect  that  such  foreign  limited   liability
partnership  has filed a registration as a limited liability partnership
which is effective on the date of the certificate (if such registration,
renewal  registration  or  certificate  is  in  a  foreign  language,  a
translation  thereof  under  oath  of  the  translator shall be attached
thereto). Such notice shall also be accompanied by a fee of two  hundred
fifty dollars.
(b)  Without  excluding  other activities which may not constitute the
carrying on or conducting or transacting of business  or  activities  in
this  state,  for  purposes  of  determining  whether  a foreign limited
liability  partnership  is  required  to  file  a  notice  pursuant   to
subdivision (a) of this section, a foreign limited liability partnership
shall  not  be considered to be carrying on or conducting or transacting
business or activities in this state by reason of carrying  on  in  this
state any one or more of the following activities:
(i)  maintaining  or  defending  any  action  or  proceeding,  whether
judicial,  administrative,  arbitrative  or  otherwise,   or   effecting
settlement thereof or the settlement of claims or disputes;
(ii) holding meetings of its partners; or
(iii) maintaining bank accounts.
The  specification  in  this subdivision does not establish a standard
for activities which may subject a foreign limited liability partnership
to service of process under this article or any other  statute  of  this
state.  The  filing  of  a  notice  pursuant  to subdivision (a) of this
section by a foreign limited liability partnership shall not  by  itself
be deemed to be evidence that such foreign limited liability partnership
is  carrying  on  or conducting or transacting business or activities in
this state.
(c) A notice shall be executed by one or more partners of the  foreign
limited liability partnership.
(d) If a signed notice delivered to the department of state for filing
complies  as  to  form  with  the requirements of law and the filing fee
required by any statute of this state has been paid, the notice shall be
filed and indexed by the department  of  state.  If  a  foreign  limited
liability  partnership  that  is  a  New York registered foreign limited
liability partnership dissolves, a foreign limited liability partnership
which is the successor to  such  New  York  registered  foreign  limited
liability partnership (i) shall not be required to file a new notice and
shall  be  deemed  to  have  filed  the  notice  filed  by  the New York
registered foreign limited liability partnership pursuant to subdivision
(a) of this section, as well as any withdrawal notice filed pursuant  to
subdivision (e) of this section, any statement or certificate of consent
filed  pursuant  to  subdivision  (f)  of this section and any notice of
amendment filed pursuant to subdivision (i) of  this  section  and  (ii)
shall  be  bound by any revocation of status pursuant to subdivision (f)
of this section and any  annulment  thereof  of  the  dissolved  foreign
limited  liability  partnership  that  was a New York registered foreign
limited liability partnership. For purposes of this section,  a  foreign
limited  liability  partnership  is  a  successor  to  a foreign limited
liability partnership that was a New  York  registered  foreign  limited
liability  partnership  if  a  majority  of  the  total interests in the
current profits of such successor foreign limited liability  partnership
are  held  by  partners  of  the  predecessor  foreign limited liability
partnership that was a New York  registered  foreign  limited  liability
partnership   who   were   partners   of  such  predecessor  partnership
immediately prior to the dissolution of such predecessor partnership.
(e) A notice may be withdrawn by filing with the department of state a
written withdrawal notice executed by one or more partners  of  the  New
York registered foreign limited liability partnership, with a filing fee
of  sixty  dollars.  A  withdrawal  notice must include: (i) the name or
names under which the New  York  registered  foreign  limited  liability
partnership carried on or conducted or transacted business or activities
in  this  state  (and  if  it  has  been changed since the filing of the
notice, the name under which it filed such  notice);  (ii)  the  date  a
notice  was  filed  with the department of state pursuant to subdivision
(a) of this section; (iii)  the  address  of  the  New  York  registered
foreign   limited  liability  partnership's  principal  office  and  the
jurisdiction  in  which  it  is  registered  as  a   limited   liability
partnership;  (iv)  if the withdrawal of the New York registered foreign
limited liability partnership is to be effective on a  date  later  than
the  time  of  such  filing, the date, not to exceed sixty days from the
date of such filing, of such proposed  effectiveness;  (v)  a  statement
acknowledging   that  the  withdrawal  terminates  the  foreign  limited
liability partnership's status as a New York registered foreign  limited
liability  partnership; and (vi) any other information determined by the
New York registered foreign limited liability partnership. A  withdrawal

notice   terminates   the   status  of  the  foreign  limited  liability
partnership  as  a  New  York  registered  foreign   limited   liability
partnership  as  of  the date of filing of the notice or as of the later
date, if any, specified in the notice, not to exceed sixty days from the
date  of such filing. The termination of status shall not be affected by
errors in the information stated in the withdrawal notice. If a New York
registered  foreign  limited  liability   partnership   ceases   to   be
denominated  as  a  registered  limited liability partnership or limited
liability partnership under the laws of the jurisdiction  governing  the
agreement under which such New York registered foreign limited liability
partnership  operates,  it shall within thirty days after the occurrence
of such event file a withdrawal notice pursuant to this subdivision.
(f) (I) Each New York registered foreign limited liability partnership
shall, within sixty days prior to the fifth anniversary of the effective
date of its notice and every five years thereafter, furnish a  statement
to the department of state setting forth:
(i)  the  name  under  which  the  New York registered foreign limited
liability partnership  is  carrying  on  or  conducting  or  transacting
business  or activities in this state, (ii) the address of the principal
office of the New York registered foreign limited liability partnership,
(iii) the post office address within or without this state to which  the
secretary  of state shall mail a copy of any process accepted against it
served upon him or her,  which  address  shall  supersede  any  previous
address  on file with the department of state for this purpose, and (iv)
a statement that it is a  foreign  limited  liability  partnership.  The
statement  shall  be  executed  by  one or more partners of the New York
registered foreign limited liability partnership. The statement shall be
accompanied by a fee of fifty  dollars  if  submitted  directly  to  the
department  of  state.  The commissioner of taxation and finance and the
secretary of state may  agree  to  allow  New  York  registered  foreign
limited  liability  partnerships  to  provide the statement specified in
this paragraph on tax reports filed with the department of taxation  and
finance in lieu of statements filed directly with the secretary of state
and  in a manner prescribed by the commissioner of taxation and finance.
If this agreement is made, starting with taxable years beginning  on  or
after  January  first,  two  thousand  sixteen, each New York registered
foreign limited liability partnership required  to  file  the  statement
specified in this paragraph that is subject to the filing fee imposed by
paragraph  three of subsection (c) of section six hundred fifty-eight of
the tax law shall provide such statement  annually  on  its  filing  fee
payment  form  filed with the department of taxation and finance in lieu
of filing a statement under this paragraph directly with the  department
of  state.  However,  each New York registered foreign limited liability
partnership required  to  file  a  statement  under  this  section  must
continue to file a statement with the department of state as required by
this  section  until  the  New York registered foreign limited liability
partnership in fact has  filed  a  filing  fee  payment  form  with  the
department   of   taxation   and  finance  that  includes  all  required
information. After that time, the New York  registered  foreign  limited
liability  partnership  shall continue to provide annually the statement
specified in this paragraph on its filing fee payment form  in  lieu  of
filing  the  statement  required  by  this  paragraph  directly with the
department of state. The commissioner  of  taxation  and  finance  shall
deliver  the  completed  statement  specified  in  this paragraph to the
department of state for filing. The department of taxation  and  finance
must,  to the extent feasible, also include in such delivery the current
name of the New York registered foreign limited  liability  partnership,
department  of  state identification number for such New York registered

foreign limited liability partnership, the name, signature and  capacity
of  the signer of the statement, name and street address of the filer of
the statement, and the email address,  if  any,  of  the  filer  of  the
statement.   If   a   New  York  registered  foreign  limited  liability
partnership shall  not  timely  file  the  statement  required  by  this
subdivision, the department of state may, upon sixty days' notice mailed
to  the  address  of  such New York registered foreign limited liability
partnership as shown in the last notice or statement or  certificate  of
amendment  filed  by  such New York registered foreign limited liability
partnership, make a proclamation declaring the status of such  New  York
registered  foreign limited liability partnership to be revoked pursuant
to this subdivision. This shall not apply to New York registered foreign
limited liability partnerships that have  filed  a  statement  with  the
department  of state through the department of taxation and finance. The
department of state shall file the original proclamation in  its  office
and  shall  publish  a  copy thereof in the state register no later than
three  months  following  the  date  of  such  proclamation.  Upon   the
publication  of such proclamation in the manner aforesaid, the status of
each New York registered foreign limited liability partnership named  in
such   proclamation  shall  be  deemed  revoked  without  further  legal
proceedings.  Any  New  York  registered   foreign   limited   liability
partnership  whose  status  was so revoked may file in the department of
state a statement required by  this  subdivision.  The  filing  of  such
statement  shall  have  the  effect  of annulling all of the proceedings
theretofore taken for the revocation of the  status  of  such  New  York
registered  foreign limited liability partnership under this subdivision
and (1) the New York registered foreign  limited  liability  partnership
shall  thereupon  have such powers, rights, duties and obligations as it
had on the date of the publication of the proclamation,  with  the  same
force  and effect as if such proclamation had not been made or published
and (2) such publication shall not affect the applicability of the  laws
of  the  jurisdiction  governing the agreement under which such New York
registered foreign limited liability partnership is operating (including
laws governing the liability of partners) to  any  debt,  obligation  or
liability  incurred,  created or assumed from the date of publication of
the proclamation through the date of the filing of  the  statement  with
the department of state. If, after the publication of such proclamation,
it  shall  be determined by the department of state that the name of any
New  York  registered  foreign   limited   liability   partnership   was
erroneously included in such proclamation, the department of state shall
make appropriate entry on its records, which entry shall have the effect
of annulling all of the proceedings theretofore taken for the revocation
of  the  status  of  such  New York registered foreign limited liability
partnership under this subdivision and  (1)  such  New  York  registered
foreign  limited  liability  partnership shall have such powers, rights,
duties and obligations as it had on the date of the publication  of  the
proclamation, with the same force and effect as if such proclamation had
not been made or published and (2) such publication shall not affect the
applicability  of  the  laws of the jurisdiction governing the agreement
under  which  such  New  York  registered  foreign   limited   liability
partnership  is  operating  (including  laws  governing the liability of
partners) to any debt, obligation  or  liability  incurred,  created  or
assumed  from  the  date  of publication of the proclamation through the
date of the making of the entry on the  records  of  the  department  of
state.   Whenever  a  New  York  registered  foreign  limited  liability
partnership whose status  was  revoked  shall  have  filed  a  statement
pursuant  to  this  subdivision  or if the name of a New York registered
foreign limited liability partnership  was  erroneously  included  in  a

proclamation and such proclamation was annulled, the department of state
shall publish a notice thereof in the state register.
(II)  (A)  Within  one hundred twenty days after the effective date of
the notice filed under subdivision (a) of this section, a  copy  of  the
same  or  a  notice  containing the substance thereof shall be published
once in each week for six successive weeks, in  two  newspapers  of  the
county  within  this  state in which the principal office of the foreign
limited liability partnership is located, one newspaper  to  be  printed
weekly  and  one  newspaper to be printed daily, to be designated by the
county clerk.   When such  county  is  located  within  a  city  with  a
population  of  one million or more, such designation shall be as though
the  copy  or  notice  were  a  notice  or  advertisement  of   judicial
proceedings.  Proof  of  the  publication required by this subparagraph,
consisting of the certificate of  publication  of  the  foreign  limited
liability  partnership  with  the  affidavits  of  publication  of  such
newspapers annexed thereto, must be filed with the department of  state,
with a filing fee of fifty dollars.  Notwithstanding any other provision
of  law,  if  the office of the foreign limited liability partnership is
located in a county wherein a weekly or daily newspaper of  the  county,
or  both,  has  not  been  so  designated  by the county clerk, then the
publication herein required shall be made in a weekly or daily newspaper
of any county, or both, as the case may be, which is contiguous to, such
county,  provided  that  any  such  newspaper  meets   all   the   other
requirements  of  this  subparagraph.  A  copy  or notice published in a
newspaper other than the  newspaper  or  newspapers  designated  by  the
county  clerk shall not be deemed to be one of the publications required
by this subparagraph. The notice shall include:   (l) the  name  of  the
foreign  limited  liability  partnership; (2) the date of filing of such
notice with the department of state; (3) the jurisdiction  and  date  of
its  organization;  (4)  the  county  within  this  state,  in which the
principal  office  of  the  foreign  limited  liability  partnership  is
located; (4-a) the street address of the principal business location, if
any;  (5) a statement that the secretary of state has been designated as
agent of the foreign limited liability  partnership  upon  whom  process
against  it  may be served and the post office address within or without
this state to which the secretary of state shall  mail  a  copy  of  any
process  against  it  served upon him or her; (6) if the foreign limited
liability partnership is to have a registered agent, his or her name and
address within this state and a statement that the registered  agent  is
to  be  the agent of the foreign limited liability partnership upon whom
process against it may be served; (7) the address of the office required
to be maintained in the jurisdiction of its organization by the laws  of
that jurisdiction or, if not so required, of the principal office of the
foreign  limited  liability partnership; (8) the name and address of the
authorized officer in its jurisdiction  in  which  it  registered  as  a
limited  liability partnership where a copy of its registration is filed
or, if no public filing of its registration is required by  the  law  of
its  jurisdiction  of organization, a statement that the foreign limited
liability partnership shall provide, on request, a copy thereof with all
amendments thereto (if such documents  are  in  a  foreign  language,  a
translation  thereof  under  oath  of  the  translator shall be attached
thereto), and the name and post office address of the person responsible
for providing such copies; or  (9)  the  character  or  purpose  of  the
business  of  such  foreign limited liability partnership. Where, at any
time after completion of  the  first  of  the  six  weekly  publications
required  by  this subparagraph and prior to the completion of the sixth
such weekly publication, there is a change in  any  of  the  information
contained  in  the  copy  or  notice  as  published, the foreign limited

liability partnership may complete the  remaining  publications  of  the
original  copy  or notice, and the foreign limited liability partnership
shall not be required to publish any further or amended copy or  notice.
Where,  at  any  time  after  completion  of the six weekly publications
required by  this  subparagraph,  there  is  a  change  to  any  of  the
information  contained in the copy or notice as published, no further or
amended publication or republication shall be required to  be  made.  If
within  one  hundred  twenty days after the effective date of the notice
required to be filed under subdivision (a) of  this  section,  proof  of
such  publication,  consisting  of the certificate of publication of the
foreign limited liability partnership with the affidavits of publication
of the newspapers annexed thereto has not been filed with the department
of state, the authority of such foreign limited liability partnership to
carry on, conduct or transact  any  business  in  this  state  shall  be
suspended, effective as of the expiration of such one hundred twenty day
period.  The failure of a foreign limited liability partnership to cause
such copy or notice to be published and such certificate of  publication
and  affidavits  of publication to be filed with the department of state
within such one hundred twenty day period  or  the  suspension  of  such
foreign  limited  liability partnership's authority to carry on, conduct
or transact business in this state pursuant to this  subparagraph  shall
not  limit or impair the validity of any contract or act of such foreign
limited liability partnership, or any right or remedy of any other party
under or by virtue of any contract, act  or  omission  of  such  foreign
limited  liability  partnership,  or  the  right  of  any other party to
maintain any action or special proceeding on any such contract,  act  or
omission,  or  right  of  such  foreign limited liability partnership to
defend any action or special proceeding in this state, or result in  any
partner  or agent of such foreign limited liability partnership becoming
liable for the contractual  obligations  or  other  liabilities  of  the
foreign  limited  liability  partnership.  If, at any time following the
suspension of a foreign limited  liability  partnership's  authority  to
carry  on,  conduct  or transact business in this state pursuant to this
subparagraph, such foreign limited  liability  partnership  shall  cause
proof  of  publication  in  substantial  compliance  with the provisions
(other than the one hundred twenty day  period)  of  this  subparagraph,
consisting  of  the  certificate  of  publication of the foreign limited
liability  partnership  with  the  affidavits  of  publication  of   the
newspapers  annexed  thereto,  to be filed with the department of state,
such  suspension  of  such  foreign  limited   liability   partnership's
authority to carry on, conduct or transact business shall be annulled.
(B)(1)  A  foreign  limited liability partnership which was formed and
filed the notice required to be filed  under  subdivision  (a)  of  this
section  prior  to  the  effective  date of this subparagraph, and which
filed a notice and complied with the publication and filing requirements
of this paragraph as in effect prior to such effective date shall not be
required to make any publication or republication or  any  filing  under
subparagraph  (A)  of  this  paragraph,  and  shall  not  be  subject to
suspension pursuant to this paragraph.
(2)  Within  twelve  months  after  the   effective   date   of   this
subparagraph,  a  foreign limited liability partnership which was formed
and filed the notice required to be filed under subdivision (a) of  this
section  prior  to such effective date and which did not comply with the
publication and filing requirements of this paragraph as in effect prior
to such effective date shall publish a copy of its notice  or  a  notice
containing  the substance thereof in the manner required (other than the
one hundred twenty day period) by this paragraph as in effect  prior  to
such  effective  date  and file proof of such publication, consisting of

the  certificate  of  publication  of  the  foreign  limited   liability
partnership with the affidavits of publication of the newspapers annexed
thereto, with the department of state.
(3)  If a foreign limited liability partnership that is subject to the
provisions of clause two of this subparagraph fails to file the required
proof of publication with the department of state within  twelve  months
after  the  effective  date of this subparagraph, its authority to carry
on, conduct or transact any business in this state shall  be  suspended,
effective as of the expiration of such twelve month period.
(4)  The  failure  of  a foreign limited liability partnership that is
subject to the provisions of clause two of this  subparagraph  to  fully
comply  with the provisions of said clause two or the suspension of such
foreign limited liability partnership's authority to carry  on,  conduct
or  transact any business in this state pursuant to clause three of this
subparagraph shall not impair or limit the validity of any  contract  or
act  of  such  foreign  limited  liability  partnership, or any right or
remedy of any other party under or by virtue of  any  contract,  act  or
omission  of such foreign limited liability partnership, or the right of
any other party to maintain any action or special proceeding on any such
contract, act or omission, or right of such  foreign  limited  liability
partnership to defend any action or special proceeding in this state, or
result  in  any  partner  or  agent  of  such  foreign limited liability
partnership becoming liable for the  contractual  obligations  or  other
liabilities of the foreign limited liability partnership.
(5)  If,  at  any  time  following the suspension of a foreign limited
liability partnership's authority  to  carry  on,  conduct  or  transact
business  in  this state, pursuant to clause three of this subparagraph,
such  foreign  limited  liability  partnership  shall  cause  proof   of
publication  in  substantial  compliance with the provisions (other than
the  one  hundred  twenty  day  period)  of  subparagraph  (A)  of  this
paragraph,  consisting  of the certificate of publication of the foreign
limited liability partnership with the affidavits of publication of  the
newspapers  annexed  thereto,  to be filed with the department of state,
such  suspension  of  such  foreign  limited   liability   partnership's
authority to carry on, conduct or transact business shall be annulled.
(6) For the purposes of this subparagraph, a foreign limited liability
partnership  which  was formed and filed the notice required to be filed
under subdivision (a) of this section prior to  the  effective  date  of
this  subparagraph shall be deemed to have complied with the publication
and filing requirements of this paragraph as in  effect  prior  to  such
effective  date  if  (A)  the  foreign limited liability partnership was
formed and filed the notice required to be filed under  subdivision  (a)
of  this section on or after January first, nineteen hundred ninety-nine
and prior to such effective  date  and  the  foreign  limited  liability
partnership  filed at least one affidavit of the printer or publisher of
a newspaper with the department of state  at  any  time  prior  to  such
effective  date,  or  (B)  the foreign limited liability partnership was
formed and filed the notice required to be filed under  subdivision  (a)
of  this  section  prior to January first, nineteen hundred ninety-nine,
without regard to whether the foreign limited liability partnership  did
or did not file any affidavit of the printer or publisher of a newspaper
with the secretary of state.
(C)  The  information in a notice published pursuant to this paragraph
shall be presumed to be in  compliance  with  and  satisfaction  of  the
requirements of this paragraph.
(g) The filing of a withdrawal notice by a New York registered foreign
limited  liability  partnership  pursuant  to  subdivision  (e)  of this
section, a revocation of status pursuant  to  subdivision  (f)  of  this

section  and the filing of a notice of amendment pursuant to subdivision
(i) of this section shall not affect the applicability of  the  laws  of
the  jurisdiction  governing  the  agreement  under  which  such foreign
limited liability partnership is operating (including laws governing the
liability  of  partners)  to any debt, obligation or liability incurred,
created or assumed while the foreign limited liability partnership was a
New York registered  foreign  limited  liability  partnership.  After  a
withdrawal  or revocation of registration, the foreign limited liability
partnership shall for all purposes continue to be a foreign  partnership
without limited partners under the laws of this state.
(h)  The  department of state shall remove from its active records the
notice of any New York registered foreign limited liability  partnership
whose notice has been withdrawn or revoked.
(i)  A  notice  or  statement filed with the department of state under
this section may be amended or corrected by filing with  the  department
of  state  a notice of amendment executed in accordance with subdivision
(c) of this section. No later than ninety days after (i) a change in the
name of the New York registered foreign limited liability partnership or
(ii) a partner of the New  York  registered  foreign  limited  liability
partnership  becomes  aware  that any statement in a notice or statement
was false in any material  respect  when  made  or  that  an  event  has
occurred  which makes the notice or statement inaccurate in any material
respect, the New York registered foreign limited  liability  partnership
shall  file  a  notice of amendment. The filing of a notice of amendment
shall be accompanied by a fee  of  sixty  dollars.  The  certificate  of
amendment  shall  set  forth:  (i)  the  name  of  the limited liability
partnership and, if it  has  been  changed,  the  name  under  which  it
originally filed a notice under this section and (ii) the date of filing
its initial registration or statement.
(i-1)  A  certificate  of  change  which  changes only the post office
address to which the secretary of state shall mail a copy of any process
against a New York  registered  foreign  limited  liability  partnership
served  upon him or her, and/or the email address to which the secretary
of state shall email a notice of the fact that process  against  it  has
been  electronically  served  upon  the  secretary  of state, and/or the
address of the registered agent, provided such address being changed  is
the  address  of  a person, partnership or corporation whose address, as
agent, is the address to be changed,  and/or  the  email  address  being
changed  is  the  email  address  of  a  person,  partnership  or  other
corporation whose email address, as agent, is the email  address  to  be
changed,  and/or  who  has  been  designated as registered agent of such
registered foreign limited liability partnership  shall  be  signed  and
delivered  to  the department of state by such agent. The certificate of
change shall set forth: (i) the name of the New York registered  foreign
limited  liability  partnership;  (ii) the date of filing of its initial
registration or notice statement; (iii) each  change  effected  thereby;
(iv)  that  a  notice  of  the proposed change was mailed to the limited
liability partnership by the party signing the certificate not less than
thirty days prior to the date of delivery to the department of state and
that such limited liability partnership has not  objected  thereto;  and
(v)  that the party signing the certificate is the agent of such limited
liability partnership  to  whose  address  the  secretary  of  state  is
required  to  mail  copies of process, and/or to whose email address the
secretary of state is required to mail a notice of the fact that process
against it has been electronically served upon the secretary  of  state,
and/or  the  registered agent, if such be the case. A certificate signed
and delivered under this subdivision shall not be  deemed  to  effect  a
change of location of the office of the limited liability partnership in

whose  behalf such certificate is filed. The certificate of change shall
be accompanied by a fee of five dollars.
(j) The filing of a notice of amendment pursuant to subdivision (i) of
this  section with the department of state shall not alter the effective
date of the notice being amended or corrected.
(k)  Each  foreign  limited  liability  partnership  carrying  on   or
conducting or transacting business or activities in this state shall use
a name which contains without abbreviation the words "Registered Limited
Liability   Partnership"  or  "Limited  Liability  Partnership"  or  the
abbreviations "R.L.L.P.", "RLLP", "P.L.L.", "PLL",  "L.L.P."  or  "LLP";
provided,   however,   the   partnership  may  use  any  such  words  or
abbreviation, without limitation, in addition to its registered name.
(l) Subject to the  constitution  of  this  state,  the  laws  of  the
jurisdiction  that  govern a foreign limited liability partnership shall
determine its internal affairs and the liability of partners for  debts,
obligations  and  liabilities  of, or chargeable to, the foreign limited
liability partnership; provided that (i) each partner, employee or agent
of a foreign limited liability  partnership  who  performs  professional
services  in  this  state  on  behalf  of such foreign limited liability
partnership shall be personally and fully liable and accountable for any
negligent or wrongful act or misconduct committed by him or  her  or  by
any  person  under  his  or  her  direct  supervision  and control while
rendering such professional  services  in  this  state  and  shall  bear
professional  responsibility  for  compliance  by  such  foreign limited
liability partnership with all laws, rules and regulations governing the
practice of a profession  in  this  state  and  (ii)  each  shareholder,
director,  officer,  member,  manager,  partner,  employee or agent of a
professional   service   corporation,   foreign   professional   service
corporation,  professional  service  limited  liability company, foreign
professional  service  limited  liability  company,  registered  limited
liability   partnership,   foreign   limited  liability  partnership  or
professional partnership that is a  partner,  employee  or  agent  of  a
foreign limited liability partnership who performs professional services
in  this  state  on behalf of such foreign limited liability partnership
shall be personally and fully liable and accountable for  any  negligent
or  wrongful  act or misconduct committed by him or her or by any person
under  his  or  her  direct  supervision  and  control  while  rendering
professional services in this state in his or her capacity as a partner,
employee  or  agent  of  such  foreign limited liability partnership and
shall bear professional responsibility for compliance  by  such  foreign
limited  liability  partnership  with  all  laws,  rules and regulations
governing the practice of a profession in this state.  The  relationship
of  a professional to a foreign limited liability partnership with which
such professional is associated,  whether  as  a  partner,  employee  or
agent,   shall  not  modify  or  diminish  the  jurisdiction  over  such
professional of the licensing authority and, in the case of an  attorney
and  counsellor-at-law  or  a  professional service corporation, foreign
professional service corporation, professional service limited liability
company,  foreign  professional  service  limited   liability   company,
registered  limited  liability  partnership,  foreign  limited liability
partnership or professional partnership engaged in the practice of  law,
the courts of this state. A limited partnership formed under the laws of
any  jurisdiction,  other  than  this  state,  which is denominated as a
registered  limited   liability   partnership   or   limited   liability
partnership  under  such  laws  shall  be  recognized in this state as a
foreign limited partnership but  not  as  a  foreign  limited  liability
partnership   or   a  New  York  registered  foreign  limited  liability
partnership. Except to the extent  provided  in  article  eight  of  the

limited  liability  company  law, a partnership without limited partners
operating under an agreement governed by the laws of  any  jurisdiction,
other  than  this  state,  which  is denominated as a registered limited
liability  partnership  or  a  limited  liability partnership under such
laws, but is not a  foreign  limited  liability  partnership,  shall  be
recognized  in  this  state  as  a  foreign  partnership without limited
partners, but not as a foreign limited liability partnership  or  a  New
York registered foreign limited liability partnership.
(m)  A foreign limited liability partnership carrying on or conducting
or transacting business or activities in this state without having filed
a notice pursuant to subdivision (a) of this section  may  not  maintain
any action, suit or special proceeding in any court of this state unless
and  until  such  foreign limited liability partnership shall have filed
such notice and paid all fees that it would have been  required  to  pay
had it filed a notice pursuant to subdivision (a) of this section before
carrying on or conducting or transacting business or activities as a New
York  registered foreign limited liability partnership in this state and
shall have filed proof of publication pursuant  to  subdivision  (f)  of
this  section.  The  failure  of a foreign limited liability partnership
that is carrying on or conducting or transacting business or  activities
in  this  state  to  comply with the provisions of this section does not
impair the validity of any  contract  or  act  of  the  foreign  limited
liability   partnership   or   prevent  the  foreign  limited  liability
partnership from defending any action or special proceeding in any court
of this state.
(n) A foreign limited liability  partnership,  other  than  a  foreign
limited liability partnership authorized to practice law, shall be under
the  supervision  of  the  regents of the university of the state of New
York and be subject to disciplinary proceedings  and  penalties  in  the
same  manner  and  to  the  same  extent  as is provided with respect to
individuals and their licenses, certificates and registrations in  title
eight  of  the  education  law  relating  to  the applicable profession.
Notwithstanding the provisions of this subdivision,  a  foreign  limited
liability  partnership  authorized to practice medicine shall be subject
to the pre-hearing procedures and hearing  procedures  as  are  provided
with  respect to individual physicians and their licenses in title two-A
of article two of the public health law. No  foreign  limited  liability
partnership  shall  engage  in any profession or carry on, or conduct or
transact any other business or activities in this state other  than  the
rendering of the professional services or the carrying on, or conducting
or  transacting  of  any  other  business  or activities for which it is
formed and is authorized to do business in  this  state;  provided  that
such  foreign limited liability partnership may invest its funds in real
estate, mortgages, stocks, bonds  or  any  other  type  of  investments;
provided,  further,  that  a  foreign  limited liability partnership (i)
authorized to practice law may only  engage  in  another  profession  or
other business or activities in this state or (ii) which is engaged in a
profession  or  other  business  or  activities  other than law may only
engage in the  practice  of  law  in  this  state,  to  the  extent  not
prohibited  by  any  other  law of this state or any rule adopted by the
appropriate appellate division of the supreme  court  or  the  court  of
appeals.
(o) No foreign limited liability partnership may render a professional
service  in  this  state except through individuals authorized by law to
render such professional service as individuals in this state.
(p) This section shall not repeal, modify or restrict any provision of
the education law or the judiciary  law  or  any  rules  or  regulations
adopted  thereunder  regulating  the  professions  referred  to  in  the

education law or the judiciary law except  to  the  extent  in  conflict
herewith.
* (q)  Each  partner  of a foreign limited liability partnership which
provides medical services in this state must  be  licensed  pursuant  to
article  131  of the education law to practice medicine in the state and
each partner of a foreign limited liability partnership  which  provides
dental services in the state must be licensed pursuant to article 133 of
the education law to practice dentistry in this state. Each partner of a
foreign  limited liability partnership which provides veterinary service
in the state shall be licensed pursuant to article 135 of the  education
law  to  practice  veterinary  medicine in this state. Each partner of a
foreign  limited  liability  partnership  which  provides   professional
engineering,  land  surveying, geological services, architectural and/or
landscape architectural services in this state must be licensed pursuant
to article 145, article 147 and/or article 148 of the education  law  to
practice  one  or  more  of  such professions. Each partner of a foreign
limited liability partnership which provides  licensed  clinical  social
work  services in this state must be licensed pursuant to article 154 of
the education law to practice licensed  clinical  social  work  in  this
state.  Each  partner  of  a foreign limited liability partnership which
provides creative arts therapy services in this state must  be  licensed
pursuant  to  article 163 of the education law to practice creative arts
therapy in this state. Each  partner  of  a  foreign  limited  liability
partnership  which provides marriage and family therapy services in this
state must be licensed pursuant to article 163 of the education  law  to
practice  marriage  and  family therapy in this state. Each partner of a
foreign limited  liability  partnership  which  provides  mental  health
counseling  services  in this state must be licensed pursuant to article
163 of the education law to practice mental health  counseling  in  this
state.  Each  partner  of  a foreign limited liability partnership which
provides psychoanalysis services in this state must be licensed pursuant
to article 163 of the education law to practice psychoanalysis  in  this
state.  Each  partner  of  a foreign limited liability partnership which
provides applied behavior  analysis  services  in  this  state  must  be
licensed  or  certified  pursuant to article 167 of the education law to
practice applied behavior analysis in this state.
* NB Effective until June 8, 2024
* (q) Each partner of a foreign limited  liability  partnership  which
provides  medical  services  in  this state must be licensed pursuant to
article 131 of the education law to practice medicine in the  state  and
each  partner  of a foreign limited liability partnership which provides
dental services in the state must be licensed pursuant to article 133 of
the education law to practice dentistry in this state. Each partner of a
foreign limited liability partnership which provides veterinary  service
in  the state shall be licensed pursuant to article 135 of the education
law to practice veterinary medicine in this state.  Each  partner  of  a
foreign   limited  liability  partnership  which  provides  professional
engineering, land surveying, geological services,  architectural  and/or
landscape architectural services in this state must be licensed pursuant
to  article  145, article 147 and/or article 148 of the education law to
practice one or more of such professions.  Each  partner  of  a  foreign
limited  liability  partnership  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 foreign limited liability partnership
which provides licensed clinical social work services in this state must
be licensed pursuant to article 154 of the  education  law  to  practice

licensed  clinical  social work in this state. Each partner of a foreign
limited liability  partnership  which  provides  creative  arts  therapy
services  in  this state must be licensed pursuant to article 163 of the
education  law  to  practice  creative  arts therapy in this state. Each
partner of  a  foreign  limited  liability  partnership  which  provides
marriage  and  family  therapy  services  in this state must be licensed
pursuant to article 163 of the education law to  practice  marriage  and
family  therapy  in  this  state.  Each  partner  of  a  foreign limited
liability partnership which provides mental health  counseling  services
in  this state must be licensed pursuant to article 163 of the education
law to practice mental health counseling in this state. Each partner  of
a  foreign  limited  liability partnership which provides psychoanalysis
services in this state must be licensed pursuant to article 163  of  the
education  law to practice psychoanalysis in this state. Each partner of
a foreign limited liability partnership which provides applied  behavior
analysis  services  in this state must be licensed or certified pursuant
to article 167  of  the  education  law  to  practice  applied  behavior
analysis  in  this state. A foreign 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 the foreign
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, a registered  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
accountants," 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 that 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