N.Y. Partnership Law § 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 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.