N.Y. Limited Liability Company Law § 1203: Formation

§ 1203. Formation. (a) Notwithstanding the education law or any other

provision of law, one or more professionals each of whom is authorized

by law to render a professional service within the state, or one or more

professionals, at least one of whom is authorized by law to render a

professional service within the state, may form, or cause to be formed,

a professional service limited liability company for pecuniary profit

under this article for the purpose of rendering the professional service

or services as such professionals are authorized to practice. With

respect to a professional service limited liability company formed to

provide medical services as such services are defined in article 131 of

the education law, each member of such limited liability company must be

licensed pursuant to article 131 of the education law to practice

medicine in this state. With respect to a professional service limited

liability company formed to provide dental services as such services are

defined in article 133 of the education law, each member of such limited

liability company must be licensed pursuant to article 133 of the

education law to practice dentistry in this state. With respect to a

professional service limited liability company formed to provide

veterinary services as such services are defined in article 135 of the

education law, each member of such limited liability company must be

licensed pursuant to article 135 of the education law to practice

veterinary medicine in this state. With respect to a professional

service limited liability company formed to provide professional

engineering, land surveying, architectural, landscape architectural

and/or geological services as such services are defined in article 145,

article 147 and article 148 of the education law, each member of such

limited liability company must be licensed pursuant to article 145,

article 147 and/or article 148 of the education law to practice one or

more of such professions in this state. With respect to a professional

service limited liability company formed to provide licensed clinical

social work services as such services are defined in article 154 of the

education law, each member of such limited liability company shall be

licensed pursuant to article 154 of the education law to practice

licensed clinical social work in this state. With respect to a

professional service limited liability company formed to provide

creative arts therapy services as such services are defined in article

163 of the education law, each member of such limited liability company

must be licensed pursuant to article 163 of the education law to

practice creative arts therapy in this state. With respect to a

professional service limited liability company formed to provide

marriage and family therapy services as such services are defined in

article 163 of the education law, each member of such limited liability

company must be licensed pursuant to article 163 of the education law to

practice marriage and family therapy in this state. With respect to a

professional service limited liability company formed to provide mental

health counseling services as such services are defined in article 163

of the education law, each member of such limited liability company must

be licensed pursuant to article 163 of the education law to practice

mental health counseling in this state. With respect to a professional

service limited liability company formed to provide psychoanalysis

services as such services are defined in article 163 of the education

law, each member of such limited liability company must be licensed

pursuant to article 163 of the education law to practice psychoanalysis

in this state. With respect to a professional service limited liability

company formed to provide applied behavior analysis services as such

services are defined in article 167 of the education law, each member of

such limited liability company must be licensed or certified pursuant to

article 167 of the education law to practice applied behavior analysis

in this state. In addition to engaging in such profession or

professions, a professional service limited liability company may engage

in any other business or activities as to which a limited liability

company may be formed under section two hundred one of this chapter.

Notwithstanding any other provision of this section, a professional

service limited liability company (i) authorized to practice law may

only engage in another profession or business or activities or (ii)

which is engaged in a profession or other business or activities other

than law may only engage in the practice of law, to the extent not

prohibited by any other law of this state or any rule adopted by the

appropriate appellate division of the supreme court or the court of

appeals.

(b) The articles of organization of a professional service limited

liability company shall meet the requirements of this chapter and (i)

shall state the profession or professions to be practiced by such

limited liability company and (A) the names and residence addresses of

all individuals who are to be the original members and the original

managers, if any, of such limited liability company, and (B) the names

and residence addresses or, if none, the business address of all

shareholders, directors, officers, members, managers and partners of all

professional service corporations, foreign professional service

corporations, professional service limited liability companies, foreign

professional service limited liability companies, registered limited

liability partnerships, foreign limited liability partnerships, and

professional partnerships who are to be the original members or

managers, if any, who are individuals of such limited liability company,

(ii) shall have attached thereto a certificate or certificates issued by

the licensing authority or by the comparable authority of another state

certifying that each of the proposed members and managers, if any, who

are individuals is authorized by law to practice a profession that such

limited liability company is being formed to practice and, if

applicable, that one or more of such individuals are authorized to

practice within the state each profession that such limited liability

company will be authorized to practice, and (iii) if such proposed

member or manager, if any, is a professional service corporation,

foreign professional service corporation, professional service limited

liability company, foreign professional service limited liability

company, registered limited liability partnership, foreign limited

liability partnership or professional partnership, (A) such certificate

or certificates issued by the licensing authority or by the comparable

authority of another state shall certify either (1) that each proposed

member or manager is authorized by law to practice a profession that

such limited liability company is being formed to practice and, if

applicable, that each shareholder, member or partner of such proposed

member or manager is authorized by law to render a professional service

within the state or (2) that one or more of such proposed members and

one or more of such proposed managers, are authorized to practice within

the state each profession that such limited liability company will be

authorized to practice and that one or more of the shareholders, members

or partners of such proposed members or managers are authorized to

practice within the state each profession that such limited liability

company will be authorized to practice within the state and (B) there

shall be attached to the articles of organization of the professional

service limited liability company a certificate by an authorized officer

of the jurisdiction of its formation that the professional service

corporation, foreign professional service corporation, professional

service limited liability company, foreign professional service limited

liability company, registered limited liability partnership or foreign

limited liability partnership is validly existing and, in the case of a

foreign professional service corporation, foreign professional service

limited liability company or foreign limited liability partnership, a

certificate from the secretary of state that such foreign professional

service corporation, foreign professional service limited liability

company or foreign limited liability partnership is authorized to do

business under article fifteen-A of the business corporation law, under

article thirteen of this chapter or under article eight-B of the

partnership law, as the case may be.

(c) (1) A certified copy of the articles of organization and of each

amendment thereto and restatement thereof shall be filed by the

professional service limited liability company with the licensing

authority within thirty days after the filing of such certificate or

amendment with the department of state.

(2) (A) Within one hundred twenty days after the filing of the

articles of organization, a copy of the same or a notice containing the

substance thereof shall be published once in each week for six

successive weeks, in two newspapers of the county in which the office of

the professional service limited liability company is located, one

newspaper to be printed weekly and one newspaper to be printed daily, to

be designated by the county clerk. When such county is located within a

city with a population of one million or more, such designation shall be

as though the copy or notice were a notice or advertisement of judicial

proceedings. Proof of the publication required by this subparagraph,

consisting of the certificate of publication of the professional service

limited liability company with the affidavits of publication of such

newspapers annexed thereto, be filed with the department of state.

Notwithstanding any other provision of law, if the office of the

professional service limited liability company is located in a county

wherein a weekly or daily newspaper of the county, or both, has not been

so designated by the county clerk, then the publication herein required

shall be made in a weekly or daily newspaper of any county, or both, as

the case may be, which is contiguous to, such county, provided that any

such newspaper meets all the other requirements of this subparagraph. A

copy or notice published in a newspaper other than the newspaper or

newspapers designated by the county clerk shall not be deemed to be one

of the publications required by this subparagraph. The notice shall

include: (i) the name of the professional service limited liability

company; (ii) the date of filing of the articles of organization with

the department of state; (iii) the county within this state, in which

the office of the professional service limited liability company is

located; (iii-a) the street address of the principal business location,

if any; (iv) a statement that the secretary of state has been designated

as agent of the professional service limited liability company upon whom

process against it may be served and the post office address within or

without this state to which the secretary of state shall mail a copy of

any process against it served upon him or her; (v) if the professional

service limited liability company is to have a registered agent, his or

her name and address within this state and a statement that the

registered agent is to be the agent of the professional service limited

liability company upon whom process against it may be served; (vi) if

the professional service limited liability company is to have a specific

date of dissolution in addition to the events of dissolution set forth

in section seven hundred one of this chapter, the latest date upon which

the professional service limited liability company is to dissolve; and

(vii) the character or purpose of the business of such professional

service limited liability company. Where, at any time after completion

of the first of the six weekly publications required by this

subparagraph and prior to the completion of the sixth such weekly

publication, there is a change in any of the information contained in

the copy or notice as published, the professional service limited

liability company may complete the remaining publications of the

original copy or notice, and the professional service limited liability

company shall not be required to publish any further or amended copy or

notice. Where, at any time after completion of the six weekly

publications required by this subparagraph, there is a change to any of

the information contained in the copy or notice as published, no further

or amended publication or republication shall be required to be made. If

within one hundred twenty days after its formation, proof of such

publication, consisting of the certificate of publication of the

professional service limited liability company with the affidavits of

publication of the newspapers annexed thereto has not been filed with

the department of state, the authority of such professional service

limited liability company to carry on, conduct or transact any business

in this state shall be suspended, effective as of the expiration of such

one hundred twenty day period. The failure of a professional service

limited liability company to cause such copy or notice to be published

and such certificate of publication and affidavits of publication to be

filed with the department of state within such one hundred twenty day

period or the suspension of such professional service limited liability

company's authority to carry on, conduct or transact business in this

state pursuant to this subparagraph shall not limit or impair the

validity of any contract or act of such professional service limited

liability company, or any right or remedy of any other party under or by

virtue of any contract, act or omission of such professional service

limited liability company, or the right of any other party to maintain

any action or special proceeding on any such contract, act or omission,

or right of such professional service limited liability company to

defend any action or special proceeding in this state, or result in any

member, manager or agent of such professional service limited liability

company becoming liable for the contractual obligations or other

liabilities of the professional service limited liability company. If,

at any time following the suspension of a professional service limited

liability company's authority to carry on, conduct or transact business

in this state pursuant to this subparagraph, such professional service

limited liability company shall cause proof of publication in

substantial compliance with the provisions (other than the one hundred

twenty day period) of this subparagraph, consisting of the certificate

of publication of the professional service limited liability company

with the affidavits of publication of the newspapers annexed thereto, to

be filed with the department of state, such suspension of such

professional service limited liability company's authority to carry on,

conduct or transact business shall be annulled.

(B)(i) A professional service limited liability company which was

formed prior to the effective date of this subparagraph and which

complied with the publication and filing requirements of this paragraph

as in effect prior to such effective date shall not be required to make

any publication or republication or any filing under subparagraph (A) of

this paragraph, and shall not be subject to suspension pursuant to this

paragraph.

(ii) Within twelve months after the effective date of this

subparagraph, a professional service limited liability company which was

formed prior to such effective date and which did not comply with the

publication and filing requirements of this paragraph as in effect prior

to such effective date shall publish a copy of its articles of

organization or a notice containing the substance thereof in the manner

required (other than the one hundred twenty day period) by this

paragraph as in effect prior to such effective date and file proof of

such publication, consisting of the certificate of publication of the

professional service limited liability company with the affidavits of

publication of the newspapers annexed thereto, with the department of

state.

(iii) If a professional service limited liability company that is

subject to the provisions of clause (ii) of this subparagraph fails to

file the required proof of publication with the department of state

within twelve months after the effective date of this subparagraph, its

authority to carry on, conduct or transact any business in this state

shall be suspended, effective as of the expiration of such twelve month

period.

(iv) The failure of a professional service limited liability company

that is subject to the provisions of clause (ii) of this subparagraph to

fully comply with the provisions of said clause (ii) or the suspension

of such professional service limited liability company's authority to

carry on, conduct or transact any business in this state pursuant to

clause (iii) of this subparagraph shall not impair or limit the validity

of any contract or act of such professional service limited liability

company, or any right or remedy of any other party under or by virtue of

any contract, act or omission of such professional service limited

liability company, or the right of any other party to maintain any

action or special proceeding on any such contract, act or omission, or

right of such professional service limited liability company to defend

any action or special proceeding in this state, or result in any member,

manager or agent of such professional service limited liability company

becoming liable for the contractual obligations or other liabilities of

the professional service limited liability company.

(v) If, at any time following the suspension of a professional service

limited liability company's authority to carry on, conduct or transact

business in this state, pursuant to clause (iii) of this subparagraph,

such professional service limited liability company shall cause proof of

publication in substantial compliance with the provisions (other than

the one hundred twenty day period) of subparagraph (A) of this

paragraph, consisting of the certificate of publication of the

professional service limited liability company with the affidavits of

publication of the newspapers annexed thereto, to be filed with the

department of state, such suspension of such professional service

limited liability company's authority to carry on, conduct or transact

business shall be annulled.

(vi) For the purposes of this subparagraph, a professional service

limited liability company which was formed prior to the effective date

of this subparagraph shall be deemed to have complied with the

publication and filing requirements of this paragraph as in effect prior

to such effective date if (i) the professional service limited liability

company was formed on or after January first, nineteen hundred

ninety-nine and prior to such effective date and the professional

service limited liability company filed at least one affidavit of the

printer or publisher of a newspaper with the department of state at any

time prior to such effective date, or (ii) the professional service

limited liability company was formed prior to January first, nineteen

hundred ninety-nine, without regard to whether the professional service

limited liability company did or did not file any affidavit of the

printer or publisher of a newspaper with the secretary of state.

(C) The information in a notice published pursuant to this paragraph

shall be presumed to be in compliance with and satisfaction of the

requirements of this paragraph.

(d) A professional service limited liability company, other than a

professional service limited liability company authorized to practice

law, shall be under the supervision of the regents of the university of

the state of New York and be subject to disciplinary proceedings and

penalties, and its articles of organization shall be subject to

suspension, revocation or annulment for cause, in the same manner and to

the same extent as is provided with respect to individuals and their

licenses, certificates and registrations in title eight of the education

law relating to the applicable profession. Notwithstanding the

provisions of this subdivision, a professional service limited liability

company authorized to practice medicine shall be subject to the

pre-hearing procedures and hearing procedures as are provided with

respect to individual physicians and their licenses in Title II-A of

article two of the public health law.

(e) A professional service limited liability company authorized to

practice law shall be subject to the regulation and control of, and its

articles of organization shall be subject to suspension, revocation or

annulment for cause by, the appellate division of the supreme court and

the court of appeals in the same manner and to the same extent provided

in the judiciary law with respect to individual attorneys and

counselors-at-law. Such limited liability company need not qualify for

any certification under section four hundred sixty-four of the judiciary

law, take an oath of office under section four hundred sixty-six of the

judiciary law or register under section four hundred sixty-seven of the

judiciary law.

(f) The order of suspension, revocation or annulment of the articles

of organization of a professional service limited liability company

pursuant to subdivisions (d) and (e) of this section shall be effective

upon the filing of such order with the department of state.