N.Y. Limited Liability Company Law § 805: Issuance of certificate of authority; effect

§ 805. Issuance of certificate of authority; effect. (a) Upon filing

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

department of state shall issue a filing receipt entitled "Certificate

of authority of... (name of foreign limited liability company) under

section eight hundred five of the Limited Liability Company Law," and

the foreign limited liability company shall be authorized to do business

in this state. Such authority shall continue so long as the foreign

limited liability company retains its authority to do business in the

jurisdiction of its formation and its authority to do business has not

been surrendered, suspended or annulled in accordance with the law.

(b) A foreign limited liability company that has received a

certificate of authority shall have such powers to conduct business in

this state as are permitted by the laws of the jurisdiction in which it

was organized but no greater than those of a domestic limited liability

company; provided, that this subdivision shall not affect the powers of

the foreign limited liability company outside this state; and provided,

further, that a foreign related limited liability partnership (i) shall

have such powers to conduct business in this state as are permitted by

the laws of the jurisdiction whose laws govern the agreement under which

such foreign related limited liability partnership operates but no

greater than those of a partnership without limited partners operating

under an agreement governed by the laws of this state and provided that

such foreign related limited liability partnership shall not engage in

any profession or professions and (ii) shall be deemed to be a foreign

limited liability partnership for purposes of subdivisions (l) and (m)

of section 121-1502 of the partnership law which subdivisions shall be

applicable to foreign related limited liability partnerships.