§ 121-1502 — New York registered foreign limited liability partnership

New York § 121-1502

• Jurisdiction: New York
• Law PTR: Partnership
• Art. 8-B: Registered Limited Liability Partnerships

Text

§ 121-1502. New York registered foreign limited liability partnership.\n(a) In order for a foreign limited liability partnership to carry on or\nconduct or transact business or activities as a New York registered\nforeign limited liability partnership in this state, such foreign\nlimited liability partnership shall file with the department of state a\nnotice which shall set forth: (i) the name under which the foreign\nlimited liability partnership intends to carry on or conduct or transact\nbusiness or activities in this state; (ii) the date on which and the\njurisdiction in which it registered as a limited liability partnership;\n(iii) the address of the principal office of the foreign limited\nliability partnership; (iv) the profession or professions to be\npracticed by such foreign limited liability partnership and a statement\nthat it is a foreign limited liability partnership eligible to file a\nnotice under this chapter; (v) a designation of the secretary of state\nas agent of the foreign limited liability partnership upon whom process\nagainst it may be served and the post office address within or without\nthis state to which the secretary of state shall mail a copy of any\nprocess against it or served upon it. The foreign limited liability\npartnership 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; (vi) if the foreign limited\nliability partnership is to have a registered agent, its name and\naddress in this state and a statement that the registered agent is to be\nthe agent of the foreign limited liability partnership upon whom process\nagainst it may be served; (vii) a statement that its registration as a\nlimited liability partnership is effective in the jurisdiction in which\nit registered as a limited liability partnership at the time of the\nfiling of such notice; (viii) a statement that the foreign limited\nliability partnership is filing a notice in order to obtain status as a\nNew York registered foreign limited liability partnership; (ix) if the\nregistration of the foreign limited liability partnership is to be\neffective on a date later than the time of filing, the date, not to\nexceed sixty days from the date of filing, of such proposed\neffectiveness; and (x) any other matters the foreign limited liability\npartnership determines to include in the notice. Such notice shall be\naccompanied by either (1) a copy of the last registration or renewal\nregistration (or similar filing), if any, filed by the foreign limited\nliability partnership with the jurisdiction where it registered as a\nlimited liability partnership or (2) a certificate, issued by the\njurisdiction where it registered as a limited liability partnership,\nsubstantially to the effect that such foreign limited liability\npartnership has filed a registration as a limited liability partnership\nwhich is effective on the date of the certificate (if such registration,\nrenewal registration or certificate is in a foreign language, a\ntranslation thereof under oath of the translator shall be attached\nthereto). Such notice shall also be accompanied by a fee of two hundred\nfifty dollars.\n (b) Without excluding other activities which may not constitute the\ncarrying on or conducting or transacting of business or activities in\nthis state, for purposes of determining whether a foreign limited\nliability partnership is required to file a notice pursuant to\nsubdivision (a) of this section, a foreign limited liability partnership\nshall not be considered to be carrying on or conducting or transacting\nbusiness or activities in this state by reason of carrying on in this\nstate any one or more of the following activities:\n (i) maintaining or defending any action or proceeding, whether\njudicial, administrative, arbitrative or otherwise, or effecting\nsettlement thereof or the settlement of claims or disputes;\n (ii) holding meetings of its partners; or\n (iii) maintaining bank accounts.\n The specification in this subdivision does not establish a standard\nfor activities which may subject a foreign limited liability partnership\nto service of process under this article or any other statute of this\nstate. The filing of a notice pursuant to subdivision (a) of this\nsection by a foreign limited liability partnership shall not by itself\nbe deemed to be evidence that such foreign limited liability partnership\nis carrying on or conducting or transacting business or activities in\nthis state.\n (c) A notice shall be executed by one or more partners of the foreign\nlimited liability partnership.\n (d) If a signed notice delivered to the department of state for filing\ncomplies as to form with the requirements of law and the filing fee\nrequired by any statute of this state has been paid, the notice shall be\nfiled and indexed by the department of state. If a foreign limited\nliability partnership that is a New York registered foreign limited\nliability partnership dissolves, a foreign limited liability partnership\nwhich is the successor to such New York registered foreign limited\nliability partnership (i) shall not be required to file a new notice and\nshall be deemed to have filed the notice filed by the New York\nregistered foreign limited liability partnership pursuant to subdivision\n(a) of this section, as well as any withdrawal notice filed pursuant to\nsubdivision (e) of this section, any statement or certificate of consent\nfiled pursuant to subdivision (f) of this section and any notice of\namendment filed pursuant to subdivision (i) of this section and (ii)\nshall be bound by any revocation of status pursuant to subdivision (f)\nof this section and any annulment thereof of the dissolved foreign\nlimited liability partnership that was a New York registered foreign\nlimited liability partnership. For purposes of this section, a foreign\nlimited liability partnership is a successor to a foreign limited\nliability partnership that was a New York registered foreign limited\nliability partnership if a majority of the total interests in the\ncurrent profits of such successor foreign limited liability partnership\nare held by partners of the predecessor foreign limited liability\npartnership that was a New York registered foreign limited liability\npartnership who were partners of such predecessor partnership\nimmediately prior to the dissolution of such predecessor partnership.\n (e) A notice may be withdrawn by filing with the department of state a\nwritten withdrawal notice executed by one or more partners of the New\nYork registered foreign limited liability partnership, with a filing fee\nof sixty dollars. A withdrawal notice must include: (i) the name or\nnames under which the New York registered foreign limited liability\npartnership carried on or conducted or transacted business or activities\nin this state (and if it has been changed since the filing of the\nnotice, the name under which it filed such notice); (ii) the date a\nnotice was filed with the department of state pursuant to subdivision\n(a) of this section; (iii) the address of the New York registered\nforeign limited liability partnership's principal office and the\njurisdiction in which it is registered as a limited liability\npartnership; (iv) if the withdrawal of the New York registered foreign\nlimited liability partnership is to be effective on a date later than\nthe time of such filing, the date, not to exceed sixty days from the\ndate of such filing, of such proposed effectiveness; (v) a statement\nacknowledging that the withdrawal terminates the foreign limited\nliability partnership's status as a New York registered foreign limited\nliability partnership; and (vi) any other information determined by the\nNew York registered foreign limited liability partnership. A withdrawal\nnotice terminates the status of the foreign limited liability\npartnership as a New York registered foreign limited liability\npartnership as of the date of filing of the notice or as of the later\ndate, if any, specified in the notice, not to exceed sixty days from the\ndate of such filing. The termination of status shall not be affected by\nerrors in the information stated in the withdrawal notice. If a New York\nregistered foreign limited liability partnership ceases to be\ndenominated as a registered limited liability partnership or limited\nliability partnership under the laws of the jurisdiction governing the\nagreement under which such New York registered foreign limited liability\npartnership operates, it shall within thirty days after the occurrence\nof such event file a withdrawal notice pursuant to this subdivision.\n (f) (I) Each New York registered foreign limited liability partnership\nshall, within sixty days prior to the fifth anniversary of the effective\ndate of its notice and every five years thereafter, furnish a statement\nto the department of state setting forth:\n (i) the name under which the New York registered foreign limited\nliability partnership is carrying on or conducting or transacting\nbusiness or activities in this state, (ii) the address of the principal\noffice of the New York registered foreign limited liability partnership,\n(iii) the post office address within or without this state to which the\nsecretary of state shall mail a copy of any process accepted against it\nserved upon him or her, which address shall supersede any previous\naddress on file with the department of state for this purpose, and (iv)\na statement that it is a foreign limited liability partnership. The\nstatement shall be executed by one or more partners of the New York\nregistered foreign limited liability partnership. The statement shall be\naccompanied by a fee of fifty dollars if submitted directly to the\ndepartment of state. The commissioner of taxation and finance and the\nsecretary of state may agree to allow New York registered foreign\nlimited liability partnerships to provide the statement specified in\nthis paragraph on tax reports filed with the department of taxation and\nfinance in lieu of statements filed directly with the secretary of state\nand in a manner prescribed by the commissioner of taxation and finance.\nIf this agreement is made, starting with taxable years beginning on or\nafter January first, two thousand sixteen, each New York registered\nforeign limited liability partnership required to file the statement\nspecified in this paragraph that is subject to the filing fee imposed by\nparagraph three of subsection (c) of section six hundred fifty-eight of\nthe tax law shall provide such statement annually on its filing fee\npayment form filed with the department of taxation and finance in lieu\nof filing a statement under this paragraph directly with the department\nof state. However, each New York registered foreign limited liability\npartnership required to file a statement under this section must\ncontinue to file a statement with the department of state as required by\nthis section until the New York registered foreign limited liability\npartnership in fact has filed a filing fee payment form with the\ndepartment of taxation and finance that includes all required\ninformation. After that time, the New York registered foreign limited\nliability partnership shall continue to provide annually the statement\nspecified in this paragraph on its filing fee payment form in lieu of\nfiling the statement required by this paragraph directly with the\ndepartment of state. The commissioner of taxation and finance shall\ndeliver the completed statement specified in this paragraph to the\ndepartment of state for filing. The department of taxation and finance\nmust, to the extent feasible, also include in such delivery the current\nname of the New York registered foreign limited liability partnership,\ndepartment of state identification number for such New York registered\nforeign limited liability partnership, the name, signature and capacity\nof the signer of the statement, name and street address of the filer of\nthe statement, and the email address, if any, of the filer of the\nstatement. If a New York registered foreign limited liability\npartnership shall not timely file the statement required by this\nsubdivision, the department of state may, upon sixty days' notice mailed\nto the address of such New York registered foreign limited liability\npartnership as shown in the last notice or statement or certificate of\namendment filed by such New York registered foreign limited liability\npartnership, make a proclamation declaring the status of such New York\nregistered foreign limited liability partnership to be revoked pursuant\nto this subdivision. This shall not apply to New York registered foreign\nlimited liability partnerships that have filed a statement with the\ndepartment of state through the department of taxation and finance. The\ndepartment of state shall file the original proclamation in its office\nand shall publish a copy thereof in the state register no later than\nthree months following the date of such proclamation. Upon the\npublication of such proclamation in the manner aforesaid, the status of\neach New York registered foreign limited liability partnership named in\nsuch proclamation shall be deemed revoked without further legal\nproceedings. Any New York registered foreign limited liability\npartnership whose status was so revoked may file in the department of\nstate a statement required by this subdivision. The filing of such\nstatement shall have the effect of annulling all of the proceedings\ntheretofore taken for the revocation of the status of such New York\nregistered foreign limited liability partnership under this subdivision\nand (1) the New York registered foreign limited liability partnership\nshall thereupon have such powers, rights, duties and obligations as it\nhad on the date of the publication of the proclamation, with the same\nforce and effect as if such proclamation had not been made or published\nand (2) such publication shall not affect the applicability of the laws\nof the jurisdiction governing the agreement under which such New York\nregistered foreign limited liability partnership is operating (including\nlaws governing the liability of partners) to any debt, obligation or\nliability incurred, created or assumed from the date of publication of\nthe proclamation through the date of the filing of the statement with\nthe department of state. If, after the publication of such proclamation,\nit shall be determined by the department of state that the name of any\nNew York registered foreign limited liability partnership was\nerroneously included in such proclamation, the department of state shall\nmake appropriate entry on its records, which entry shall have the effect\nof annulling all of the proceedings theretofore taken for the revocation\nof the status of such New York registered foreign limited liability\npartnership under this subdivision and (1) such New York registered\nforeign limited liability partnership shall have such powers, rights,\nduties and obligations as it had on the date of the publication of the\nproclamation, with the same force and effect as if such proclamation had\nnot been made or published and (2) such publication shall not affect the\napplicability of the laws of the jurisdiction governing the agreement\nunder which such New York registered foreign limited liability\npartnership is operating (including laws governing the liability of\npartners) to any debt, obligation or liability incurred, created or\nassumed from the date of publication of the proclamation through the\ndate of the making of the entry on the records of the department of\nstate. Whenever a New York registered foreign limited liability\npartnership whose status was revoked shall have filed a statement\npursuant to this subdivision or if the name of a New York registered\nforeign limited liability partnership was erroneously included in a\nproclamation and such proclamation was annulled, the department of state\nshall publish a notice thereof in the state register.\n (II) (A) Within one hundred twenty days after the effective date of\nthe notice filed under subdivision (a) of this section, 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 principal office of the foreign\nlimited liability partnership is located, one newspaper to be printed\nweekly and one newspaper to be printed daily, to be designated by the\ncounty 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 subparagraph,\nconsisting of the certificate of publication of the foreign limited\nliability partnership with the affidavits of publication of such\nnewspapers annexed thereto, must be filed with the department of state,\nwith a filing fee of fifty dollars. Notwithstanding any other provision\nof law, if the office of the foreign limited liability partnership is\nlocated in a county wherein a weekly or daily newspaper of the county,\nor both, has not been so designated by the county clerk, then the\npublication herein required shall be made in a weekly or daily newspaper\nof any county, or both, as the case may be, which is contiguous to, such\ncounty, provided that any such newspaper meets all the other\nrequirements of this subparagraph. A copy or notice published in a\nnewspaper other than the newspaper or newspapers designated by the\ncounty clerk shall not be deemed to be one of the publications required\nby this subparagraph. The notice shall include: (l) the name of the\nforeign limited liability partnership; (2) the date of filing of such\nnotice with the department of state; (3) the jurisdiction and date of\nits organization; (4) the county within this state, in which the\nprincipal office of the foreign limited liability partnership 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 limited liability partnership upon whom process\nagainst it may be served and the post office address within or without\nthis state to which the secretary of state shall mail a copy of any\nprocess against it served upon him or her; (6) if the foreign limited\nliability partnership is to have a registered agent, his or her name and\naddress within this state and a statement that the registered agent is\nto be the agent of the foreign limited liability partnership upon whom\nprocess against it may be served; (7) the address of the office required\nto be maintained in the jurisdiction of its organization by the laws of\nthat jurisdiction or, if not so required, of the principal office of the\nforeign limited liability partnership; (8) the name and address of the\nauthorized officer in its jurisdiction in which it registered as a\nlimited liability partnership where a copy of its registration is filed\nor, if no public filing of its registration is required by the law of\nits jurisdiction of organization, a statement that the foreign limited\nliability partnership shall provide, on request, a copy thereof with all\namendments 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; or (9) the character or purpose of the\nbusiness of such foreign limited liability partnership. Where, at any\ntime after completion of the first of the six weekly publications\nrequired by this subparagraph and prior to the completion of the sixth\nsuch weekly publication, there is a change in any of the information\ncontained in the copy or notice as published, the foreign limited\nliability partnership may complete the remaining publications of the\noriginal copy or notice, and the foreign limited liability partnership\nshall not be required to publish any further or amended copy or notice.\nWhere, at any time after completion of the six weekly publications\nrequired by this subparagraph, there is a change to any of the\ninformation contained in the copy or notice as published, no further or\namended publication or republication shall be required to be made. If\nwithin one hundred twenty days after the effective date of the notice\nrequired to be filed under subdivision (a) of this section, proof of\nsuch publication, consisting of the certificate of publication of the\nforeign limited liability partnership with the affidavits of publication\nof the newspapers annexed thereto has not been filed with the department\nof state, the authority of such foreign limited liability partnership to\ncarry on, conduct or transact any business in this state shall be\nsuspended, effective as of the expiration of such one hundred twenty day\nperiod. The failure of a foreign limited liability partnership to cause\nsuch copy or notice to be published and such certificate of publication\nand affidavits of publication to be filed with the department of state\nwithin such one hundred twenty day period or the suspension of such\nforeign limited liability partnership's authority to carry on, conduct\nor transact business in this state pursuant to this subparagraph shall\nnot limit or impair the validity of any contract or act of such foreign\nlimited liability partnership, or any right or remedy of any other party\nunder or by virtue of any contract, act or omission of such foreign\nlimited liability partnership, 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 limited liability partnership to\ndefend any action or special proceeding in this state, or result in any\npartner or agent of such foreign limited liability partnership becoming\nliable for the contractual obligations or other liabilities of the\nforeign limited liability partnership. If, at any time following the\nsuspension of a foreign limited liability partnership's authority to\ncarry on, conduct or transact business in this state pursuant to this\nsubparagraph, such foreign limited liability partnership shall cause\nproof of publication in substantial compliance with the provisions\n(other than the one hundred twenty day period) of this subparagraph,\nconsisting of the certificate of publication of the foreign limited\nliability partnership with the affidavits of publication of the\nnewspapers annexed thereto, to be filed with the department of state,\nsuch suspension of such foreign limited liability partnership's\nauthority to carry on, conduct or transact business shall be annulled.\n (B)(1) A foreign limited liability partnership which was formed and\nfiled the notice required to be filed under subdivision (a) of this\nsection prior to the effective date of this subparagraph, and which\nfiled a notice and complied with the publication and filing requirements\nof this paragraph as in effect prior to such effective date shall not be\nrequired to make any publication or republication or any filing under\nsubparagraph (A) of this paragraph, and shall not be subject to\nsuspension pursuant to this paragraph.\n (2) Within twelve months after the effective date of this\nsubparagraph, a foreign limited liability partnership which was formed\nand filed the notice required to be filed under subdivision (a) of this\nsection prior to such effective date and which did not comply with the\npublication and filing requirements of this paragraph as in effect prior\nto such effective date shall publish a copy of its notice or a notice\ncontaining the substance thereof in the manner required (other than the\none hundred twenty day period) by this paragraph as in effect prior to\nsuch effective date and file proof of such publication, consisting of\nthe certificate of publication of the foreign limited liability\npartnership with the affidavits of publication of the newspapers annexed\nthereto, with the department of state.\n (3) If a foreign limited liability partnership that is subject to the\nprovisions of clause two of this subparagraph fails to file the required\nproof of publication with the department of state within twelve months\nafter the effective date of this subparagraph, its authority to carry\non, conduct or transact any business in this state shall be suspended,\neffective as of the expiration of such twelve month period.\n (4) The failure of a foreign limited liability partnership that is\nsubject to the provisions of clause two of this subparagraph to fully\ncomply with the provisions of said clause two or the suspension of such\nforeign limited liability partnership's authority to carry on, conduct\nor transact any business in this state pursuant to clause three of this\nsubparagraph shall not impair or limit the validity of any contract or\nact of such foreign limited liability partnership, or any right or\nremedy of any other party under or by virtue of any contract, act or\nomission of such foreign limited liability partnership, or the right of\nany other party to maintain any action or special proceeding on any such\ncontract, act or omission, or right of such foreign limited liability\npartnership to defend any action or special proceeding in this state, or\nresult in any partner or agent of such foreign limited liability\npartnership becoming liable for the contractual obligations or other\nliabilities of the foreign limited liability partnership.\n (5) If, at any time following the suspension of a foreign limited\nliability partnership's authority to carry on, conduct or transact\nbusiness in this state, pursuant to clause three of this subparagraph,\nsuch foreign limited liability partnership shall cause proof of\npublication in substantial compliance with the provisions (other than\nthe one hundred twenty day period) of subparagraph (A) of this\nparagraph, consisting of the certificate of publication of the foreign\nlimited liability partnership with the affidavits of publication of the\nnewspapers annexed thereto, to be filed with the department of state,\nsuch suspension of such foreign limited liability partnership's\nauthority to carry on, conduct or transact business shall be annulled.\n (6) For the purposes of this subparagraph, a foreign limited liability\npartnership which was formed and filed the notice required to be filed\nunder subdivision (a) of this section prior to the effective date of\nthis subparagraph shall be deemed to have complied with the publication\nand filing requirements of this paragraph as in effect prior to such\neffective date if (A) the foreign limited liability partnership was\nformed and filed the notice required to be filed under subdivision (a)\nof this section on or after January first, nineteen hundred ninety-nine\nand prior to such effective date and the foreign limited liability\npartnership filed at least one affidavit of the printer or publisher of\na newspaper with the department of state at any time prior to such\neffective date, or (B) the foreign limited liability partnership was\nformed and filed the notice required to be filed under subdivision (a)\nof this section prior to January first, nineteen hundred ninety-nine,\nwithout regard to whether the foreign limited liability partnership did\nor did not file any affidavit of the printer or publisher of a newspaper\nwith the secretary of state.\n (C) The information in a notice published pursuant to this paragraph\nshall be presumed to be in compliance with and satisfaction of the\nrequirements of this paragraph.\n (g) The filing of a withdrawal notice by a New York registered foreign\nlimited liability partnership pursuant to subdivision (e) of this\nsection, a revocation of status pursuant to subdivision (f) of this\nsection and the filing of a notice of amendment pursuant to subdivision\n(i) of this section shall not affect the applicability of the laws of\nthe jurisdiction governing the agreement under which such foreign\nlimited liability partnership is operating (including laws governing the\nliability of partners) to any debt, obligation or liability incurred,\ncreated or assumed while the foreign limited liability partnership was a\nNew York registered foreign limited liability partnership. After a\nwithdrawal or revocation of registration, the foreign limited liability\npartnership shall for all purposes continue to be a foreign partnership\nwithout limited partners under the laws of this state.\n (h) The department of state shall remove from its active records the\nnotice of any New York registered foreign limited liability partnership\nwhose notice has been withdrawn or revoked.\n (i) A notice or statement filed with the department of state under\nthis section may be amended or corrected by filing with the department\nof state a notice of amendment executed in accordance with subdivision\n(c) of this section. No later than ninety days after (i) a change in the\nname of the New York registered foreign limited liability partnership or\n(ii) a partner of the New York registered foreign limited liability\npartnership becomes aware that any statement in a notice or statement\nwas false in any material respect when made or that an event has\noccurred which makes the notice or statement inaccurate in any material\nrespect, the New York registered foreign limited liability partnership\nshall file a notice of amendment. The filing of a notice of amendment\nshall be accompanied by a fee of sixty dollars. The certificate of\namendment shall set forth: (i) the name of the limited liability\npartnership and, if it has been changed, the name under which it\noriginally filed a notice under this section and (ii) the date of filing\nits initial registration or statement.\n (i-1) A certificate of change which changes only the post office\naddress to which the secretary of state shall mail a copy of any process\nagainst a New York registered foreign limited liability partnership\nserved upon him or her, and/or the email address to which the secretary\nof state shall email a notice of the fact that process against it has\nbeen electronically served upon the secretary of state, and/or the\naddress of the registered agent, provided such address being changed is\nthe address of a person, partnership or corporation whose address, as\nagent, is the address to be changed, and/or the email address being\nchanged is the email address of a person, partnership or other\ncorporation whose email address, as agent, is the email address to be\nchanged, and/or who has been designated as registered agent of such\nregistered foreign limited liability partnership shall be signed and\ndelivered to the department of state by such agent. The certificate of\nchange shall set forth: (i) the name of the New York registered foreign\nlimited liability partnership; (ii) the date of filing of its initial\nregistration or notice statement; (iii) each change effected thereby;\n(iv) that a notice of the proposed change was mailed to the limited\nliability partnership by the party signing the certificate not less than\nthirty days prior to the date of delivery to the department of state and\nthat such limited liability partnership has not objected thereto; and\n(v) that the party signing the certificate is the agent of such limited\nliability partnership to whose address the secretary of state is\nrequired to mail copies of process, and/or to whose email address the\nsecretary of state is required to mail a notice of the fact that process\nagainst it has been electronically served upon the secretary of state,\nand/or the registered agent, if such be the case. A certificate signed\nand delivered under this subdivision shall not be deemed to effect a\nchange of location of the office of the limited liability partnership in\nwhose behalf such certificate is filed. The certificate of change shall\nbe accompanied by a fee of five dollars.\n (j) The filing of a notice of amendment pursuant to subdivision (i) of\nthis section with the department of state shall not alter the effective\ndate of the notice being amended or corrected.\n (k) Each foreign limited liability partnership carrying on or\nconducting or transacting business or activities in this state shall use\na name which contains without abbreviation the words "Registered Limited\nLiability Partnership" or "Limited Liability Partnership" or the\nabbreviations "R.L.L.P.", "RLLP", "P.L.L.", "PLL", "L.L.P." or "LLP";\nprovided, however, the partnership may use any such words or\nabbreviation, without limitation, in addition to its registered name.\n (l) Subject to the constitution of this state, the laws of the\njurisdiction that govern a foreign limited liability partnership shall\ndetermine its internal affairs and the liability of partners for debts,\nobligations and liabilities of, or chargeable to, the foreign limited\nliability partnership; provided that (i) each partner, employee or agent\nof a foreign limited liability partnership who performs professional\nservices in this state on behalf of such foreign limited liability\npartnership shall be personally and fully liable and accountable for any\nnegligent or wrongful act or misconduct committed by him or her or by\nany person under his or her direct supervision and control while\nrendering such professional services in this state and shall bear\nprofessional responsibility for compliance by such foreign limited\nliability partnership with all laws, rules and regulations governing the\npractice of a profession in this state and (ii) each shareholder,\ndirector, officer, member, manager, partner, employee or agent of a\nprofessional 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 that is a partner, employee or agent of a\nforeign limited liability partnership who performs professional services\nin this state on behalf of such foreign limited liability partnership\nshall be personally and fully liable and accountable for any negligent\nor wrongful act or misconduct committed by him or her or by any person\nunder his or her direct supervision and control while rendering\nprofessional services in this state in his or her capacity as a partner,\nemployee or agent of such foreign limited liability partnership and\nshall bear professional responsibility for compliance by such foreign\nlimited liability partnership with all laws, rules and regulations\ngoverning the practice of a profession in this state. The relationship\nof a professional to a foreign limited liability partnership with which\nsuch professional is associated, whether as a partner, employee or\nagent, shall not modify or diminish the jurisdiction over such\nprofessional of the licensing authority and, in the case of an attorney\nand counsellor-at-law or a professional service corporation, foreign\nprofessional service corporation, professional service limited liability\ncompany, foreign professional service limited liability company,\nregistered limited liability partnership, foreign limited liability\npartnership or professional partnership engaged in the practice of law,\nthe courts of this state. A limited partnership formed under the laws of\nany jurisdiction, other than this state, which is denominated as a\nregistered limited liability partnership or limited liability\npartnership under such laws shall be recognized in this state as a\nforeign limited partnership but not as a foreign limited liability\npartnership or a New York registered foreign limited liability\npartnership. Except to the extent provided in article eight of the\nlimited liability company law, a partnership without limited partners\noperating under an agreement governed by the laws of any jurisdiction,\nother than this state, which is denominated as a registered limited\nliability partnership or a limited liability partnership under such\nlaws, but is not a foreign limited liability partnership, shall be\nrecognized in this state as a foreign partnership without limited\npartners, but not as a foreign limited liability partnership or a New\nYork registered foreign limited liability partnership.\n (m) A foreign limited liability partnership carrying on or conducting\nor transacting business or activities in this state without having filed\na notice pursuant to subdivision (a) of this section may not maintain\nany action, suit or special proceeding in any court of this state unless\nand until such foreign limited liability partnership shall have filed\nsuch notice and paid all fees that it would have been required to pay\nhad it filed a notice pursuant to subdivision (a) of this section before\ncarrying on or conducting or transacting business or activities as a New\nYork registered foreign limited liability partnership in this state and\nshall have filed proof of publication pursuant to subdivision (f) of\nthis section. The failure of a foreign limited liability partnership\nthat is carrying on or conducting or transacting business or activities\nin this state to comply with the provisions of this section does not\nimpair the validity of any contract or act of the foreign limited\nliability partnership or prevent the foreign limited liability\npartnership from defending any action or special proceeding in any court\nof this state.\n (n) A foreign limited liability partnership, other than a foreign\nlimited liability partnership authorized to practice law, shall be under\nthe supervision of the regents of the university of the state of New\nYork and be subject to disciplinary proceedings and penalties in the\nsame manner and to the same extent as is provided with respect to\nindividuals and their licenses, certificates and registrations in title\neight of the education law relating to the applicable profession.\nNotwithstanding the provisions of this subdivision, a foreign limited\nliability partnership authorized to practice medicine shall be subject\nto the pre-hearing procedures and hearing procedures as are provided\nwith respect to individual physicians and their licenses in title two-A\nof article two of the public health law. No foreign limited liability\npartnership shall engage in any profession or carry on, or conduct or\ntransact any other business or activities in this state other than the\nrendering of the professional services or the carrying on, or conducting\nor transacting of any other business or activities for which it is\nformed and is authorized to do business in this state; provided that\nsuch foreign limited liability partnership may invest its funds in real\nestate, mortgages, stocks, bonds or any other type of investments;\nprovided, further, that a foreign limited liability partnership (i)\nauthorized to practice law may only engage in another profession or\nother business or activities in this state or (ii) which is engaged in a\nprofession or other business or activities other than law may only\nengage in the practice of law in this state, to the extent not\nprohibited by any other law of this state or any rule adopted by the\nappropriate appellate division of the supreme court or the court of\nappeals.\n (o) No foreign limited liability partnership may render a professional\nservice in this state except through individuals authorized by law to\nrender such professional service as individuals in this state.\n (p) This section shall not repeal, modify or restrict any provision of\nthe education law or the judiciary law or any rules or regulations\nadopted thereunder regulating the professions referred to in the\neducation law or the judiciary law except to the extent in conflict\nherewith.\n (q) Each partner of a foreign limited liability partnership which\nprovides medical services in this state must be licensed pursuant to\narticle 131 of the education law to practice medicine in the state and\neach partner of a foreign limited liability partnership which provides\ndental services in the state must be licensed pursuant to article 133 of\nthe education law to practice dentistry in this state. Each partner of a\nforeign limited liability partnership which provides veterinary service\nin the state shall be licensed pursuant to article 135 of the education\nlaw to practice veterinary medicine in this state. Each partner of a\nforeign limited liability partnership which provides professional\nengineering, land surveying, geological services, architectural and/or\nlandscape architectural services in this state must be licensed pursuant\nto article 145, article 147 and/or article 148 of the education law to\npractice one or more of such professions. Each partner of a foreign\nlimited liability partnership formed to provide public accountancy\nservices as a firm, whose principal place of business is in this state\nand who provides public accountancy services, must be licensed pursuant\nto article 149 of the education law to practice public accountancy in\nthis state. Each partner of a foreign limited liability partnership\nwhich provides licensed clinical social work services in this state must\nbe licensed pursuant to article 154 of the education law to practice\nlicensed clinical social work in this state. Each partner of a foreign\nlimited liability partnership which provides creative arts therapy\nservices in this state must be licensed pursuant to article 163 of the\neducation law to practice creative arts therapy in this state. Each\npartner of a foreign limited liability partnership which provides\nmarriage and family therapy services in this state must be licensed\npursuant to article 163 of the education law to practice marriage and\nfamily therapy in this state. Each partner of a foreign limited\nliability partnership which provides mental health counseling services\nin this state must be licensed pursuant to article 163 of the education\nlaw to practice mental health counseling in this state. Each partner of\na foreign limited liability partnership which provides psychoanalysis\nservices in this state must be licensed pursuant to article 163 of the\neducation law to practice psychoanalysis in this state. Each partner of\na foreign limited liability partnership which provides applied behavior\nanalysis services in this state must be licensed or certified pursuant\nto article 167 of the education law to practice applied behavior\nanalysis in this state. A foreign limited liability partnership formed\nto lawfully engage in the practice of public accountancy as a firm, as\nsuch practice is defined under article 149 of the education law, shall\nbe required to show (1) that a simple majority of the ownership of the\nfirm, in terms of financial interests and voting rights held by the\nfirm's owners, belongs to individuals licensed to practice public\naccountancy in some state, and (2) that all partners of the foreign\nlimited liability partnership whose principal place of business is in\nthis state, and who are engaged in the practice of public accountancy in\nthis state, hold a valid license issued under section seventy-four\nhundred four of the education law. For purposes of this subdivision,\n"financial interest" means capital stock, capital accounts, capital\ncontributions, capital interest, or interest in undistributed earnings\nof a business entity. Although firms registered with the education\ndepartment may include non-licensee owners, a registered firm and its\nowners must comply with rules promulgated by the state board of regents.\nNotwithstanding the foregoing, a firm registered with the education\ndepartment may not have non-licensee owners if the firm's name includes\nthe words "certified public accountant," or "certified public\naccountants," or the abbreviations "CPA" or "CPAs". Each non-licensee\nowner of a firm that is formed under this section shall be (1) a natural\nperson who actively participates in the business of the firm or its\naffiliated entities, or (2) an entity, including, but not limited to, a\npartnership or professional corporation, provided that each beneficial\nowner of an equity interest in such entity is a natural person who\nactively participates in the business conducted by the firm or its\naffiliated entities. For purposes of this subdivision, "actively\nparticipate" means to provide services to clients or to otherwise\nindividually take part in the day-to-day business or management of the\nfirm or an affiliated entity.\n