N.Y. Limited Liability Company Law § 1105: Limited liability geology company

§ 1105. Limited liability geology company. (a) Prior to the first day

of March, two thousand nineteen, the state education department and the

department of state shall allow an existing limited liability company

organized under article two of this chapter to become a professional

service limited liability company as defined in article twelve of this

chapter for the purpose of practicing professional geology, provided the

limited liability company meet all of the requirements to become a

professional service limited liability company, including that the name

of a professional service limited liability company shall end with the

words "Professional Limited Liability Company" or "Limited Liability

Company", or the abbreviations "P.L.L.C.", "PLLC", "L.L.C.", or "LLC" by

amending its articles of organization so that it contains the following:

(1) the names and residence addresses of all individuals who are to be

the original members and the original managers, if any;

(2) a statement that the professional limited liability company is

formed pursuant to section twelve hundred three of the limited liability

company law; and

(3) a statement that the amendment shall not effect a dissolution of

the limited liability company, but shall be deemed a continuation of its

existence, without affecting its then existing property rights or

liabilities or the liabilities of its members or officers as such, but

thereafter it shall have only such rights, powers and privileges, and be

subject only to such other duties and liabilities, as a professional

service limited liability company created for the same purposes under

this article.

(b) The certificate of amendment shall have attached thereto a

certificate or certificates issued by the licensing authority certifying

that each of the proposed members and managers listed:

(1) is authorized by law to practice a profession which the

professional service limited liability company is organized to practice

and, if applicable, that one or more of such individuals is authorized

to practice each profession which the professional service limited

liability company will be authorized to practice; and

(2) has been deemed to be of good moral character as may be

established by the regulations of the commissioner of education.

(c) The certificate of amendment shall also have attached thereto a

tax clearance issued by the department of taxation and finance

certifying that the existing limited liability company is current with

respect to payment of its state tax liabilities.

(d) Notwithstanding any provision of law to the contrary, any company

formed under this section shall be required to comply with all

applicable laws, rules, or regulations relating to the practice of a

profession under title eight of the education law.