N.Y. Limited Liability Company Law § 1306: Filing requirements

§ 1306. Filing requirements. (a) A foreign professional service

limited liability company may apply for authority to do business in this

state. An application entitled "Application for authority of... (name

of limited liability company) under section thirteen hundred six of the

Limited Liability Company Law," shall be signed by an authorized person

for the limited liability company and delivered to the department of

state. It shall set forth:

(1) the name of the foreign professional service limited liability

company. If the name does not end with the words "Professional Limited

Liability Company" or "Limited Liability Company" or the abbreviation

"P.L.L.C.", "PLLC", "L.L.C." or "LLC", it shall in addition to the

foregoing set forth the name to be used in this state, ending with the

words "Professional Limited Liability Company" or "Limited Liability

Company" or the abbreviation "P.L.L.C.", "PLLC", "L.L.C." or "LLC";

(2) the jurisdiction and date of its formation;

(3) a statement of the profession or professions to be practiced in

this state and a statement that the foreign professional service limited

liability company is authorized to practice such profession or

professions in the jurisdiction of its formation;

(4) the name, address and, where applicable, license number of each

professional within the foreign professional service limited liability

company who is licensed to practice the profession or professions in

this state;

(5) the city, incorporated village or town and the county within this

state in which its office is to be located;

(6) a designation of the secretary of state as its agent upon whom

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

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

any process against it served upon him or her. The limited liability

company may include an email address to which the secretary of state

shall email a notice of the fact that process against it has been

electronically served upon him or her; and

(7) if it is to have a registered agent, his or her name and address

within this state and a statement that the registered agent is to be its

agent upon whom process against it may be served.

(b) Attached to the application for authority shall be:

(1) a certificate by an authorized officer of the jurisdiction of its

formation that the foreign professional service limited liability

company is an existing limited liability company;

(2) a certificate or certificates issued by the licensing authority

that each professional within such limited liability company who is an

individual and intending to practice the profession or professions in

this state is licensed to practice said profession or professions in

this state and for each such professional that is a professional service

corporation, foreign professional service corporation, professional

service limited liability company, foreign professional service limited

liability company, registered limited liability partnership, foreign

limited liability partnership or professional partnership, (A) such

certificate or certificates issued by the licensing authority shall

certify either (i) that each such professional service corporation,

foreign professional service corporation, professional service limited

liability company, foreign professional service limited liability

company, registered limited liability partnership, foreign limited

liability partnership or professional partnership intending to practice

a profession in the state is authorized by law to practice in the state

the profession that such foreign limited liability company intends to

practice in the state and, if applicable, that each shareholder, member

or partner of such proposed member or manager is authorized by law to

render the professional service that such foreign limited liability

company intends to practice in this state or (ii) that one or more of

such professional service corporation, foreign professional service

corporation, professional service limited liability company, foreign

professional service limited liability company, registered limited

liability partnership, foreign limited liability partnership or

professional partnership, intending to practice a profession in this

state is authorized by law to practice in this state the profession that

such foreign limited liability company intends to practice and that one

or more of the shareholders, members or partners of such proposed

members or managers are authorized to practice within this state each

profession that such foreign limited liability company will be

authorized to practice within this state and (B) there shall be attached

to the application for authority a certificate by an authorized officer

of the jurisdiction of its formation that the professional service

corporation, foreign professional service corporation, professional

service limited liability company, foreign professional service limited

liability company, registered limited liability partnership or foreign

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

foreign professional service corporation, foreign professional service

limited liability company or foreign limited liability partnership, a

certificate from the secretary of state that such foreign professional

service corporation, foreign professional service limited liability

company or foreign limited liability partnership is authorized to do

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

article or article eight-B of the partnership law, as the case may be.

In order to obtain said certificate or certificates, a copy of the

articles of organization shall be furnished to the licensing authority;

and

(3) a certificate or certificates, issued by the licensing authority

in the case of a foreign professional service limited liability company

providing health services, stating that each member or manager of the

foreign professional service limited liability company is licensed to

practice said profession in this state.

(c) The fee for filing the application for authority shall be two

hundred dollars, payable to the department of state, and the fee for a

certificate of authority issued by the state education department shall

be fifty dollars.

(d) (i) Within one hundred twenty days after the filing of the

application for authority with the department of state, a copy of the

same or a notice containing the substance thereof shall be published

once in each week for six successive weeks, in two newspapers of the

county within this state in which the office of the foreign professional

service limited liability company is located, one newspaper to be

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

by the county clerk. When such county is located within a city with a

population of one million or more, such designation shall be as though

the copy or notice were a notice or advertisement of judicial

proceedings. Proof of the publication required by this paragraph,

consisting of the certificate of publication of the foreign professional

service limited liability company with the affidavits of publication of

such newspapers annexed thereto, must be filed with the department of

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

foreign professional service limited liability company is located in a

county wherein a weekly or daily newspaper of the county, or both, has

not been so designated by the county clerk, then the publication herein

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

both, as the case may be, which is contiguous to, such county, provided

that any such newspaper meets all the other requirements of this

paragraph. A copy or notice published in a newspaper other than the

newspaper or newspapers designated by the county clerk shall not be

deemed to be one of the publications required by this paragraph. The

notice shall include: (1) the name of the foreign professional service

limited liability company; (2) the date of filing of the application for

authority with the department of state; (3) the jurisdiction and date of

its organization; (4) the county within this state, in which the office

of the foreign professional service limited liability company is

located; (4-a) the street address of the principal business location, if

any; (5) a statement that the secretary of state has been designated as

agent of the foreign professional service limited liability company upon

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

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

of any process against it served upon him or her; (6) if the foreign

professional service limited liability company is to have a registered

agent, his or her name and address within this state and a statement

that the registered agent is to be the agent of the foreign professional

service limited liability company upon whom process against it may be

served; (7) the address of the office required to be maintained in the

jurisdiction of its organization by the laws of that jurisdiction or, if

not so required, of the principal office of the foreign professional

service limited liability company; (8) the name and address of the

authorized officer in its jurisdiction of organization where a copy of

its certificate of organization is filed or, if no public filing of its

certificate of organization is required by the law of its jurisdiction

of organization, a statement that the foreign professional service

limited liability company shall provide, on request, a copy thereof with

all amendments thereto (if such documents are in a foreign language, a

translation thereof under oath of the translator shall be attached

thereto), and the name and post office address of the person responsible

for providing such copies; and (9) the character or purpose of the

business of such foreign professional service limited liability company.

Where, at any time after completion of the first of the six weekly

publications required by this paragraph and prior to the completion of

the sixth such weekly publication, there is a change in any of the

information contained in the copy or notice as published, the foreign

professional service limited liability company may complete the

remaining publications of the original copy or notice, and the foreign

professional service limited liability company shall not be required to

publish any further or amended copy or notice. Where, at any time after

completion of the six weekly publications required by this paragraph,

there is a change to any of the information contained in the copy or

notice as published, no further or amended publication or republication

shall be required to be made. If within one hundred twenty days after

the filing of its application for authority with the department of

state, proof of such publication, consisting of the certificate of

publication of the foreign professional service limited liability

company with the affidavits of publication of the newspapers annexed

thereto has not been filed with the department of state, the authority

of such foreign professional service limited liability company to carry

on, conduct or transact any business in this state shall be suspended,

effective as of the expiration of such one hundred twenty day period.

The failure of a foreign professional service limited liability company

to cause such copy or notice to be published and such certificate of

publication and affidavits of publication to be filed with the

department of state within such one hundred twenty day period or the

suspension of such foreign professional service limited liability

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

state pursuant to this paragraph shall not limit or impair the validity

of any contract or act of such foreign professional service limited

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

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

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

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

omission, or right of such foreign professional service limited

liability company to defend any action or special proceeding in this

state, or result in any member, manager or agent of such foreign

professional service limited liability company becoming liable for the

contractual obligations or other liabilities of the foreign professional

service limited liability company. If, at any time following the

suspension of a foreign professional service limited liability company's

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

pursuant to this paragraph, such foreign professional service limited

liability company shall cause proof of publication in substantial

compliance with the provisions (other than the one hundred twenty day

period) of this paragraph, consisting of the certificate of publication

of the foreign professional service limited liability company with the

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

with the department of state, such suspension of such foreign

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

conduct or transact business shall be annulled.

(ii)(1) A foreign professional service limited liability company which

was formed and filed its application for authority with the department

of state prior to the effective date of this paragraph and complied with

the publication and filing requirements of this subdivision as in effect

prior to such effective date shall not be required to make any

publication or republication or any filing under paragraph (i) of this

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

subdivision.

(2) Within twelve months after the effective date of this paragraph, a

foreign professional service limited liability company which was formed

and filed its application for authority with the department of state

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

publication and filing requirements of this subdivision as in effect

prior to such effective date shall publish a copy of its application for

authority or a notice containing the substance thereof in the manner

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

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

such publication, consisting of the certificate of publication of the

foreign professional service limited liability company with the

affidavits of publication of the newspapers annexed thereto, with the

department of state.

(3) If a foreign professional service limited liability company that

is subject to the provisions of subparagraph two of this paragraph fails

to file the required proof of publication with the department of state

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

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

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

period.

(4) The failure of a foreign professional service limited liability

company that is subject to the provisions of subparagraph two of this

paragraph to fully comply with the provisions of said subparagraph two

of this paragraph or the suspension of such foreign professional service

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

any business in this state pursuant to subparagraph three of this

paragraph shall not impair or limit the validity of any contract or act

of such foreign professional service limited liability company, or any

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

act or omission of such foreign professional service limited liability

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

special proceeding on any such contract, act or omission, or right of

such foreign professional service limited liability company to defend

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

manager or agent of such foreign professional service limited liability

company becoming liable for the contractual obligations or other

liabilities of the foreign professional service limited liability

company.

(5) If, at any time following the suspension of a foreign professional

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

transact business in this state, pursuant to subparagraph three of this

paragraph, such foreign professional service limited liability company

shall cause proof of publication in substantial compliance with the

provisions (other than the one hundred twenty day period) of paragraph

(i) of this subdivision, consisting of the certificate of publication of

the foreign professional service limited liability company with the

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

with the department of state, such suspension of such foreign

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

conduct or transact business shall be annulled.

(6) For the purposes of this paragraph, a foreign professional service

limited liability company which was formed and filed its application for

authority with the department of state prior to the effective date of

this paragraph shall be deemed to have complied with the publication and

filing requirements of this subdivision as in effect prior to such

effective date if (i) the foreign professional service limited liability

company was formed and filed its application for authority with the

department of state on or after January first, nineteen hundred

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

professional service limited liability company filed at least one

affidavit of the printer or publisher of a newspaper with the department

of state at any time prior to such effective date, or (ii) the foreign

professional service limited liability company was formed and filed its

application for authority with the department of state prior to January

first, nineteen hundred ninety-nine, without regard to whether the

foreign professional service limited liability company did or did not

file any affidavit of the printer or publisher of a newspaper with the

secretary of state.

(iii) The information in a notice published pursuant to this

subdivision shall be presumed to be in compliance with and satisfaction

of the requirements of this subdivision.