§ 1306 — Filing requirements

New York § 1306

• Jurisdiction: New York
• Law LLC: Limited Liability Company Law
• Art. 13: Foreign Professional Service Limited Liability Companies

Text

§ 1306. Filing requirements. (a) A foreign professional service\nlimited liability company may apply for authority to do business in this\nstate. An application entitled "Application for authority of... (name\nof limited liability company) under section thirteen hundred six of the\nLimited Liability Company Law," shall be signed by an authorized person\nfor the limited liability company and delivered to the department of\nstate. It shall set forth:\n (1) the name of the foreign professional service limited liability\ncompany. If the name does not end with the words "Professional Limited\nLiability Company" or "Limited Liability Company" or the abbreviation\n"P.L.L.C.", "PLLC", "L.L.C." or "LLC", it shall in addition to the\nforegoing set forth the name to be used in this state, ending with the\nwords "Professional Limited Liability Company" or "Limited Liability\nCompany" or the abbreviation "P.L.L.C.", "PLLC", "L.L.C." or "LLC";\n (2) the jurisdiction and date of its formation;\n (3) a statement of the profession or professions to be practiced in\nthis state and a statement that the foreign professional service limited\nliability company is authorized to practice such profession or\nprofessions in the jurisdiction of its formation;\n (4) the name, address and, where applicable, license number of each\nprofessional within the foreign professional service limited liability\ncompany who is licensed to practice the profession or professions in\nthis state;\n (5) the city, incorporated village or town and the county within this\nstate in which its office is to be located;\n (6) a designation of the secretary of state as its agent upon whom\nprocess against it may be served and the post office address within or\nwithout this state to which the secretary of state shall mail a copy of\nany process against it served upon him or her. The limited liability\ncompany may include an email address to which the secretary of state\nshall email a notice of the fact that process against it has been\nelectronically served upon him or her; and\n (7) if it is to have a registered agent, his or her name and address\nwithin this state and a statement that the registered agent is to be its\nagent upon whom process against it may be served.\n (b) Attached to the application for authority shall be:\n (1) a certificate by an authorized officer of the jurisdiction of its\nformation that the foreign professional service limited liability\ncompany is an existing limited liability company;\n (2) a certificate or certificates issued by the licensing authority\nthat each professional within such limited liability company who is an\nindividual and intending to practice the profession or professions in\nthis state is licensed to practice said profession or professions in\nthis state and for each such professional that is a professional service\ncorporation, foreign professional service corporation, professional\nservice limited liability company, foreign professional service limited\nliability company, registered limited liability partnership, foreign\nlimited liability partnership or professional partnership, (A) such\ncertificate or certificates issued by the licensing authority shall\ncertify either (i) that each such professional service corporation,\nforeign professional service corporation, professional service limited\nliability company, foreign professional service limited liability\ncompany, registered limited liability partnership, foreign limited\nliability partnership or professional partnership intending to practice\na profession in the state is authorized by law to practice in the state\nthe profession that such foreign limited liability company intends to\npractice in the state and, if applicable, that each shareholder, member\nor partner of such proposed member or manager is authorized by law to\nrender the professional service that such foreign limited liability\ncompany intends to practice in this state or (ii) that one or more of\nsuch professional service corporation, foreign professional service\ncorporation, professional service limited liability company, foreign\nprofessional service limited liability company, registered limited\nliability partnership, foreign limited liability partnership or\nprofessional partnership, intending to practice a profession in this\nstate is authorized by law to practice in this state the profession that\nsuch foreign limited liability company intends to practice and that one\nor more of the shareholders, members or partners of such proposed\nmembers or managers are authorized to practice within this state each\nprofession that such foreign limited liability company will be\nauthorized to practice within this state and (B) there shall be attached\nto the application for authority a certificate by an authorized officer\nof the jurisdiction of its formation that the professional service\ncorporation, foreign professional service corporation, professional\nservice limited liability company, foreign professional service limited\nliability company, registered limited liability partnership or foreign\nlimited liability partnership is validly existing and, in the case of a\nforeign professional service corporation, foreign professional service\nlimited liability company or foreign limited liability partnership, a\ncertificate from the secretary of state that such foreign professional\nservice corporation, foreign professional service limited liability\ncompany or foreign limited liability partnership is authorized to do\nbusiness under article fifteen-A of the business corporation law, this\narticle or article eight-B of the partnership law, as the case may be.\nIn order to obtain said certificate or certificates, a copy of the\narticles of organization shall be furnished to the licensing authority;\nand\n (3) a certificate or certificates, issued by the licensing authority\nin the case of a foreign professional service limited liability company\nproviding health services, stating that each member or manager of the\nforeign professional service limited liability company is licensed to\npractice said profession in this state.\n (c) The fee for filing the application for authority shall be two\nhundred dollars, payable to the department of state, and the fee for a\ncertificate of authority issued by the state education department shall\nbe fifty dollars.\n (d) (i) Within one hundred twenty days after the filing of the\napplication for authority with the department of state, a copy of the\nsame or a notice containing the substance thereof shall be published\nonce in each week for six successive weeks, in two newspapers of the\ncounty within this state in which the office of the foreign professional\nservice limited liability company is located, one newspaper to be\nprinted weekly and one newspaper to be printed daily, to be designated\nby the county clerk. When such county is located within a city with a\npopulation of one million or more, such designation shall be as though\nthe copy or notice were a notice or advertisement of judicial\nproceedings. Proof of the publication required by this paragraph,\nconsisting of the certificate of publication of the foreign professional\nservice limited liability company with the affidavits of publication of\nsuch newspapers annexed thereto, must be filed with the department of\nstate. Notwithstanding any other provision of law, if the office of the\nforeign professional service limited liability company is located in a\ncounty wherein a weekly or daily newspaper of the county, or both, has\nnot been so designated by the county clerk, then the publication herein\nrequired shall be made in a weekly or daily newspaper of any county, or\nboth, as the case may be, which is contiguous to, such county, provided\nthat any such newspaper meets all the other requirements of this\nparagraph. A copy or notice published in a newspaper other than the\nnewspaper or newspapers designated by the county clerk shall not be\ndeemed to be one of the publications required by this paragraph. The\nnotice shall include: (1) the name of the foreign professional service\nlimited liability company; (2) the date of filing of the application for\nauthority with the department of state; (3) the jurisdiction and date of\nits organization; (4) the county within this state, in which the office\nof the foreign professional service limited liability company is\nlocated; (4-a) the street address of the principal business location, if\nany; (5) a statement that the secretary of state has been designated as\nagent of the foreign professional service limited liability company upon\nwhom process against it may be served and the post office address within\nor without this state to which the secretary of state shall mail a copy\nof any process against it served upon him or her; (6) if the foreign\nprofessional service limited liability company is to have a registered\nagent, his or her name and address within this state and a statement\nthat the registered agent is to be the agent of the foreign professional\nservice limited liability company upon whom process against it may be\nserved; (7) the address of the office required to be maintained in the\njurisdiction of its organization by the laws of that jurisdiction or, if\nnot so required, of the principal office of the foreign professional\nservice limited liability company; (8) the name and address of the\nauthorized officer in its jurisdiction of organization where a copy of\nits certificate of organization is filed or, if no public filing of its\ncertificate of organization is required by the law of its jurisdiction\nof organization, a statement that the foreign professional service\nlimited liability company shall provide, on request, a copy thereof with\nall amendments thereto (if such documents are in a foreign language, a\ntranslation thereof under oath of the translator shall be attached\nthereto), and the name and post office address of the person responsible\nfor providing such copies; and (9) the character or purpose of the\nbusiness of such foreign professional service limited liability company.\nWhere, at any time after completion of the first of the six weekly\npublications required by this paragraph and prior to the completion of\nthe sixth such weekly publication, there is a change in any of the\ninformation contained in the copy or notice as published, the foreign\nprofessional service limited liability company may complete the\nremaining publications of the original copy or notice, and the foreign\nprofessional service limited liability company shall not be required to\npublish any further or amended copy or notice. Where, at any time after\ncompletion of the six weekly publications required by this paragraph,\nthere is a change to any of the information contained in the copy or\nnotice as published, no further or amended publication or republication\nshall be required to be made. If within one hundred twenty days after\nthe filing of its application for authority with the department of\nstate, proof of such publication, consisting of the certificate of\npublication of the foreign professional service limited liability\ncompany with the affidavits of publication of the newspapers annexed\nthereto has not been filed with the department of state, the authority\nof such foreign professional service limited liability company to carry\non, conduct or transact any business in this state shall be suspended,\neffective as of the expiration of such one hundred twenty day period.\nThe failure of a foreign professional service limited liability company\nto cause such copy or notice to be published and such certificate of\npublication and affidavits of publication to be filed with the\ndepartment of state within such one hundred twenty day period or the\nsuspension of such foreign professional service limited liability\ncompany's authority to carry on, conduct or transact business in this\nstate pursuant to this paragraph shall not limit or impair the validity\nof any contract or act of such foreign professional service limited\nliability company, or any right or remedy of any other party under or by\nvirtue of any contract, act or omission of such foreign professional\nservice limited liability company, or the right of any other party to\nmaintain any action or special proceeding on any such contract, act or\nomission, or right of such foreign professional service limited\nliability company to defend any action or special proceeding in this\nstate, or result in any member, manager or agent of such foreign\nprofessional service limited liability company becoming liable for the\ncontractual obligations or other liabilities of the foreign professional\nservice limited liability company. If, at any time following the\nsuspension of a foreign professional service limited liability company's\nauthority to carry on, conduct or transact business in this state\npursuant to this paragraph, such foreign professional service limited\nliability company shall cause proof of publication in substantial\ncompliance with the provisions (other than the one hundred twenty day\nperiod) of this paragraph, consisting of the certificate of publication\nof the foreign professional service limited liability company with the\naffidavits of publication of the newspapers annexed thereto, to be filed\nwith the department of state, such suspension of such foreign\nprofessional service limited liability company's authority to carry on,\nconduct or transact business shall be annulled.\n (ii)(1) A foreign professional service limited liability company which\nwas formed and filed its application for authority with the department\nof state prior to the effective date of this paragraph and complied with\nthe publication and filing requirements of this subdivision as in effect\nprior to such effective date shall not be required to make any\npublication or republication or any filing under paragraph (i) of this\nsubdivision, and shall not be subject to suspension pursuant to this\nsubdivision.\n (2) Within twelve months after the effective date of this paragraph, a\nforeign professional service limited liability company which was formed\nand filed its application for authority with the department of state\nprior to such effective date and which did not comply with the\npublication and filing requirements of this subdivision as in effect\nprior to such effective date shall publish a copy of its application for\nauthority or a notice containing the substance thereof in the manner\nrequired (other than the one hundred twenty day period) by this\nsubdivision as in effect prior to such effective date and file proof of\nsuch publication, consisting of the certificate of publication of the\nforeign professional service limited liability company with the\naffidavits of publication of the newspapers annexed thereto, with the\ndepartment of state.\n (3) If a foreign professional service limited liability company that\nis subject to the provisions of subparagraph two of this paragraph fails\nto file the required proof of publication with the department of state\nwithin twelve months after the effective date of this paragraph, its\nauthority to carry on, conduct or transact any business in this state\nshall be suspended, effective as of the expiration of such twelve month\nperiod.\n (4) The failure of a foreign professional service limited liability\ncompany that is subject to the provisions of subparagraph two of this\nparagraph to fully comply with the provisions of said subparagraph two\nof this paragraph or the suspension of such foreign professional service\nlimited liability company's authority to carry on, conduct or transact\nany business in this state pursuant to subparagraph three of this\nparagraph shall not impair or limit the validity of any contract or act\nof such foreign professional service limited liability company, or any\nright or remedy of any other party under or by virtue of any contract,\nact or omission of such foreign professional service limited liability\ncompany, or the right of any other party to maintain any action or\nspecial proceeding on any such contract, act or omission, or right of\nsuch foreign professional service limited liability company to defend\nany action or special proceeding in this state, or result in any member,\nmanager or agent of such foreign professional service limited liability\ncompany becoming liable for the contractual obligations or other\nliabilities of the foreign professional service limited liability\ncompany.\n (5) If, at any time following the suspension of a foreign professional\nservice limited liability company's authority to carry on, conduct or\ntransact business in this state, pursuant to subparagraph three of this\nparagraph, such foreign professional service limited liability company\nshall cause proof of publication in substantial compliance with the\nprovisions (other than the one hundred twenty day period) of paragraph\n(i) of this subdivision, consisting of the certificate of publication of\nthe foreign professional service limited liability company with the\naffidavits of publication of the newspapers annexed thereto, to be filed\nwith the department of state, such suspension of such foreign\nprofessional service limited liability company's authority to carry on,\nconduct or transact business shall be annulled.\n (6) For the purposes of this paragraph, a foreign professional service\nlimited liability company which was formed and filed its application for\nauthority with the department of state prior to the effective date of\nthis paragraph shall be deemed to have complied with the publication and\nfiling requirements of this subdivision as in effect prior to such\neffective date if (i) the foreign professional service limited liability\ncompany was formed and filed its application for authority with the\ndepartment of state on or after January first, nineteen hundred\nninety-nine and prior to such effective date and the foreign\nprofessional service limited liability company filed at least one\naffidavit of the printer or publisher of a newspaper with the department\nof state at any time prior to such effective date, or (ii) the foreign\nprofessional service limited liability company was formed and filed its\napplication for authority with the department of state prior to January\nfirst, nineteen hundred ninety-nine, without regard to whether the\nforeign professional service limited liability company did or did not\nfile any affidavit of the printer or publisher of a newspaper with the\nsecretary of state.\n (iii) The information in a notice published pursuant to this\nsubdivision shall be presumed to be in compliance with and satisfaction\nof the requirements of this subdivision.\n