ARTICLE 8-B REGISTERED LIMITED LIABILITY PARTNERSHIPS
Section 121-1500. Registered limited liability partnership. 121-1501. Name of registered limited liability partnership. 121-1502. New York registered foreign limited liability partnership. 121-1503. Transaction of business outside the state. 121-1504. Foreign related limited liability partnership. 121-1505. Service of process. 121-1506. Resignation for receipt of process. S 121-1500. Registered limited liability partnership. (a) Notwithstanding the education law or any other provision of law, (i) a partnership without limited partners each of whose partners is a professional authorized by law to render a professional service within this state and who is or has been engaged in the practice of such profession in such partnership or a predecessor entity, or will engage in the practice of such profession in the registered limited liability partnership within thirty days of the date of the effectiveness of the registration provided for in this subdivision or a partnership without limited partners each of whose partners is a professional, at least one of whom is authorized by law to render a professional service within this state and who is or has been engaged in the practice of such profession in such partnership or a predecessor entity, or will engage in the practice of such profession in the registered limited liability partnership within thirty days of the date of the effectiveness of the registration provided for in this subdivision, (ii) a partnership without limited partners authorized by, or holding a license, certificate, registration or permit issued by the licensing authority pursuant to the education law to render a professional service within this state, which renders or intends to render professional services within this state, or (iii) a related limited liability partnership may register as a registered limited liability partnership by filing with the department of state a registration which shall set forth: (1) the name of the registered limited liability partnership; (2) the address of the principal office of the partnership without limited partners; (3) the profession or professions to be practiced by such partnership without limited partners and a statement that it is eligible to register as a registered limited liability partnership pursuant to subdivision (a) of this section; (4) a designation of the secretary of state as agent of the partnership without limited partners 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; (5) if the partnership without limited partners 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 partnership without limited partners upon whom process against it may be served; (6) that the partnership without limited partners is filing a registration for status as a registered limited liability partnership; (7) if the registration of the partnership without limited partners is to be effective on a date later than the time of filing, the date, not to exceed sixty days from the date of such filing, of such proposed effectiveness; (8) if all or specified partners of the registered limited liability partnership are to be liable in their capacity as partners for all or specified debts, obligations or liabilities of the registered limited liability partnership as authorized pursuant to subdivision (d) of section twenty-six of this chapter, a statement that all or specified partners are so liable for such debts, obligations or liabilities in their capacity as partners of the registered limited liability partnership as authorized pursuant to subdivision (d) of section twenty-six of this chapter; and (9) any other matters the partnership without limited partners determines to include in the registration. Within one hundred twenty days after the effective date of the registration, 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 in which the principal office of the registered limited liability partnership is located in this state, to be designated by the county clerk, one of which newspapers shall be a newspaper published in the city or town in which the principal office within this state is intended to be located, if a newspaper be published therein; or, if no newspaper is published therein, in the newspaper nearest thereto, and proof of such publication by the affidavit of the printer or publisher of each of such newspapers must be filed, with a fee of twenty-five dollars, with the department of state. The notice shall include: (1) the name of the registered limited liability partnership; (2) the date of filing of the registration with the secretary of state; (3) the county within this state, in which the principal office of the registered limited liability partnership is to be located; (4) a statement that the secretary of state has been designated as agent of the registered 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; (5) if the registered 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 registered limited liability partnership upon whom process against it may be served; (6) if the registered limited liability partnership is to have a specific date of dissolution in addition to the events of dissolution set forth in section sixty-two of this chapter, the latest date upon which the registered limited liability partnership is to dissolve; and (7) the character or purpose of the business of such registered limited liability partnership. Failure to cause such notice to be published or to file such proof within one hundred twenty days of the effective date of the registration shall prohibit the registered limited liability partnership from maintaining any action or special proceeding in this state unless and until such registered limited liability partnership causes such notice to be published and files such proof of publication. The failure of a registered limited liability partnership to cause such notice to be published or to file proof of publication shall not impair the validity of any contract or act of the registered limited liability partnership or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the registered limited liability partnership from defending any action or special proceeding in this state. (b) The registration shall be executed by one or more partners of the partnership without limited partners. (c) The registration shall be accompanied by a fee of two hundred dollars. (d) A partnership without limited partners is registered as a registered limited liability partnership at the time of the payment of the fee required by subdivision (c) of this section and the filing of a completed registration with the department of state or at the later date, if any, specified in such registration, not to exceed sixty days from the date of such filing. A partnership without limited partners that has been registered as a registered limited liability partnership is for all purposes the same entity that existed before the registration and continues to be a partnership without limited partners under the laws of this state. The status of a partnership without limited partners as a registered limited liability partnership shall not be affected by changes in the information stated in the registration after the filing of the registration. If a partnership without limited partners that is a registered limited liability partnership dissolves, a partnership without limited partners which is the successor to such registered limited liability partnership (i) shall not be required to file a new registration and shall be deemed to have filed the registration filed by the registered limited liability partnership pursuant to subdivision (a) of this section, as well as any withdrawal notice filed pursuant to subdivision (f) of this section, any statement or certificate of consent filed pursuant to subdivision (g) of this section or any certificate of amendment filed pursuant to subdivision (j) of this section and (ii) shall be bound by any revocation of registration pursuant to subdivision (g) of this section and any annulment thereof of the dissolved partnership without limited partners that was a registered limited liability partnership. For purposes of this section, a partnership without limited partners is a successor to a partnership without limited partners that was a registered limited liability partnership if a majority of the total interests in the current profits of such successor partnership without limited partners are held by partners of the predecessor partnership without limited partners that was a registered limited liability partnership who were partners of such predecessor partnership immediately prior to the dissolution of such predecessor partnership. (e) If the signed registration 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 registration shall be filed and indexed by the department of state. (f) A registration may be withdrawn by filing with the department of state a written withdrawal notice executed by one or more partners of the registered limited liability partnership, with a filing fee of sixty dollars. A withdrawal notice must include: (i) the name of the registered limited liability partnership (and if it has been changed since registration, the name under which it was registered); (ii) the date the registration was filed with the department of state pursuant to subdivision (a) of this section; (iii) the address of the registered limited liability partnership`s principal office; (iv) if the withdrawal of the registered 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 such filing, of such proposed effectiveness; (v) a statement acknowledging that the withdrawal terminates the partnership`s status as a registered limited liability partnership; and (vi) any other information determined by the registered limited liability partnership. A withdrawal notice terminates the status of the partnership as a registered limited liability partnership as of the date of filing 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 registration shall not be affected by errors in the information stated in the withdrawal notice. If a registered limited liability partnership is dissolved, it shall within thirty days after the winding up of its affairs is completed file a withdrawal notice pursuant to this subdivision. (g) Each registered limited liability partnership shall, within sixty days prior to the fifth anniversary of the effective date of its registration and every five years thereafter, furnish a statement to the department of state setting forth: (i) the name of the registered limited liability partnership, (ii) the address of the principal office of the registered 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 eligible to register as a registered limited liability partnership pursuant to subdivision (a) of this section. The statement shall be executed by one or more partners of the registered limited liability partnership. The statement shall be accompanied by a fee of twenty dollars. If a registered 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 registered limited liability partnership as shown in the last registration or statement or certificate of amendment filed by such registered limited liability partnership, make a proclamation declaring the registration of such registered limited liability partnership to be revoked pursuant to this subdivision. 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 registration of each registered limited liability partnership named in such proclamation shall be deemed revoked without further legal proceedings. Any registered limited liability partnership whose registration was so revoked may file in the department of state a certificate of consent certifying that either a statement required by this subdivision has been filed or accompanies the certificate of consent and all fees imposed under this chapter on the registered limited liability partnership have been paid. The filing of such certificate of consent shall have the effect of annulling all of the proceedings theretofore taken for the revocation of the registration of such registered limited liability partnership under this subdivision and (1) the registered 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 provisions of subdivision (b) of section twenty-six of this chapter 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 certificate of consent. The filing of a certificate of consent shall be accompanied by a fee of fifty dollars and if accompanied by a statement, the fee required by this subdivision. If, after the publication of such proclamation, it shall be determined by the department of state that the name of any registered 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 registration of such registered limited liability partnership under this subdivision and (A) such registered 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 (B) such publication shall not affect the applicability of the provisions of subdivision (b) of section twenty-six of this chapter 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 registered limited liability partnership shall have filed a certificate of consent pursuant to this subdivision or if the name of a registered 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. (h) The filing of a withdrawal notice by a registered limited liability partnership pursuant to subdivision (f) of this section, a revocation of registration pursuant to subdivision (g) of this section and the filing of a certificate of amendment pursuant to subdivision (j) of this section shall not affect the applicability of the provisions of subdivision (b) of section twenty-six of this chapter to any debt, obligation or liability incurred, created or assumed while the partnership was a registered limited liability partnership. After a withdrawal or revocation of registration, the partnership without limited partners shall for all purposes remain the same entity that existed during registration and continues to be a partnership without limited partners under the laws of this state. (i) The department of state shall remove from its active records the registration of a registered limited liability partnership whose registration has been withdrawn or revoked. (j) A registration or statement filed with the department of state under this section may be amended or corrected by filing with the department of state a certificate of amendment executed by one or more partners of the registered limited liability partnership. No later than ninety days after (i) a change in the name of the registered limited liability partnership or (ii) a partner of the registered limited liability partnership becomes aware that any statement in a registration or statement was false in any material respect when made or that an event has occurred which makes the registration or statement inaccurate in any material respect, the registered limited liability partnership shall file a certificate of amendment. The filing of a certificate 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 was registered and (ii) the date of filing its initial registration or statement. (j-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 registered limited liability partnership served upon him 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 or who has been designated as registered agent for such registered 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 registered limited liability partnership and, if it has been changed, the name under which it was originally filed with the department of state; (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 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. (k) The filing of a certificate of amendment pursuant to subdivision (j) of this section with the department of state shall not alter the effective date of the registration being amended or corrected. (l) Except as otherwise provided in any agreement between the partners, the decision of a partnership without limited partners to file, withdraw or amend a registration pursuant to subdivision (a), (f) or (j), respectively, of this section is an ordinary matter connected with partnership business under subdivision eight of section forty of this chapter. (m) A registered limited liability partnership, other than a registered 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 registered 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. In addition to rendering the professional service or services the partners are authorized to practice in this state, a registered limited liability partnership may carry on, or conduct or transact any other business or activities as to which a partnership without limited partners may be formed. Notwithstanding any other provision of this section, a registered limited liability partnership (i) authorized to practice law may only engage in another profession or business or activities or (ii) which is engaged in a profession or other business or activities other than law may only engage in the practice of law, 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. Any registered limited liability partnership may invest its funds in real estate, mortgages, stocks, bonds or any other types of investments. (n) No registered limited liability partnership may render a professional service except through individuals authorized by law to render such professional service as individuals, provided, that nothing in this chapter shall authorize a registered limited liability partnership to render a professional service in this state except through individuals authorized by law to render such professional service as individuals in this state. (o) 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. (p) A certified copy of the registration and of each certificate of amendment shall be filed by the registered limited liability partnership with the licensing authority within thirty days after the filing of such registration or amendment with the department of state. * (q) Each partner of a registered limited liability partnership formed to provide medical services in this state must be licensed pursuant to article 131 of the education law to practice medicine in this state and each partner of a registered limited liability partnership formed to provide dental services in this state must be licensed pursuant to article 133 of the education law to practice dentistry in this state. Each partner of a registered limited liability partnership formed to provide veterinary services in this state shall be licensed pursuant to article 135 of the education law to practice veterinary medicine in this state. Each partner of a registered limited liability partnership formed to provide professional engineering, land surveying, 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 in this state. * NB Effective until September 1, 2004 * (q) Each partner of a registered limited liability partnership formed to provide medical services in this state must be licensed pursuant to article 131 of the education law to practice medicine in this state and each partner of a registered limited liability partnership formed to provide dental services in this state must be licensed pursuant to article 133 of the education law to practice dentistry in this state. Each partner of a registered limited liability partnership formed to provide veterinary services in this state must be licensed pursuant to article 135 of the education law to practice veterinary medicine in this state. Each partner of a registered limited liability partnership formed to provide professional engineering, land surveying, 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 in this state. Each partner of a registered limited liability partnership formed to provide licensed clinical social work services in this state must be licensed pursuant to article 154 of the education law to practice clinical social work in this state. * NB Effective September 1, 2004 until January 1, 2005 * (q) Each partner of a registered limited liability partnership formed to provide medical services in this state must be licensed pursuant to article 131 of the education law to practice medicine in this state and each partner of a registered limited liability partnership formed to provide dental services in this state must be licensed pursuant to article 133 of the education law to practice dentistry in this state. Each partner of a registered limited liability partnership formed to provide veterinary services in this state must be licensed pursuant to article 135 of the education law to practice veterinary medicine in this state. Each partner of a registered limited liability partnership formed to provide professional engineering, land surveying, 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 in this state. Each partner of a registered limited liability partnership formed to provide licensed clinical social work services in this state must be licensed pursuant to article 154 of the education law to practice clinical social work in this state. Each partner of a registered limited liability partnership formed to provide 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 registered limited liability partnership formed to provide 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 registered limited liability partnership formed to provide 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 registered limited liability partnership formed to provide psychoanalysis services in this state must be licensed pursuant to article 163 of the education law to practice psychoanalysis in this state. * NB Effective January 1, 2005 S 121-1501. Name of registered limited liability partnership. The name of each registered limited liability partnership shall contain without abbreviation the words "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviations "R.L.L.P.", "RLLP", "L.L.P." or "LLP"; provided, however, the partnership may use any such words or abbreviation, without limitation, in addition to its registered name. S 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; (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
Partnerhship Law Index
Civil Practice Law & Rules
Consolidated Laws
Statute of Limitations
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) 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 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. 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 certificate of consent certifying that either a statement required by this subdivision has been filed or accompanies the certificate of consent and all fees imposed under this chapter on the New York registered foreign limited liability partnership have been paid. The filing of such certificate of consent 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 certificate of consent. The filing of a certificate of consent shall be accompanied by a fee of fifty dollars and if accompanied by a statement, the fee required by this subdivision. 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 shall have filed a certificate of consent 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. 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, to be designated by the county clerk, one of which newspapers shall be a newspaper published in the city or town in which the principal office is intended to be located, if a newspaper be published therein; or, if no newspaper is published therein, in the newspaper nearest thereto, and proof of such publication by the affidavit of the printer or publisher of each of such newspapers must be filed with the department of state, with a filing fee of twenty-five dollars. The notice shall include: (l) the name of the foreign limited liability partnership; (2) the date of filing of such notice with the secretary 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 to be located; (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. Failure to cause such notice to be published or to file such proof within one hundred twenty days of the effective date of such notice shall prohibit the foreign limited liability partnership from maintaining any action or special proceeding in this state unless and until such foreign limited liability partnership causes such notice to be published and files such proof of publication. The failure of a foreign limited liability partnership to cause such notice to be published or to file proof of publication shall not impair the validity of any contract or act of the foreign limited liability partnership or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the foreign limited liability partnership from defending any action or special proceeding in this state. (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 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 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 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, 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. * NB Effective until January 1, 2005 * (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, 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 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. * NB Effective January 1, 2005 S 121-1503. Transaction of business outside the state. (a) It is the intent of the legislature that the registration of a partnership without limited partners as a registered limited liability partnership under this article shall be recognized beyond the limits of this state and that such registered limited liability partnership may conduct its business or activities, carry on its operations, and have and exercise the powers granted by this article in any state, territory, district or possession of the United States or in any foreign country and that, subject to any reasonable registration requirements any such registered limited liability partnership transacting business outside this state and the laws of this state governing such registered limited liability partnership shall be granted the protection of full faith and credit under section 1 of article IV of the Constitution of the United States. (b) It is the policy of this state that the internal affairs of a partnership without limited partners registered as a registered limited liability partnership under this article and the liability of partners in a registered limited liability partnership for debts, obligations and liabilities of, or chargeable to, the registered limited liability partnership shall be subject to and governed by the laws of this state, including the provisions of this article. S 121-1504. Foreign related limited liability partnership. Any foreign related limited liability partnership that has filed a certificate of authority under and satisfied all the requirements of section eight hundred two of the limited liability company law shall be deemed to have filed a notice pursuant to section 121-1502 of this chapter until the fifth anniversary of filing its application for such certificate of authority, at which time the foreign related limited liability partnership shall file a notice pursuant to section 121-1502 of this chapter. S 121-1505. Service of process. (a) Service of process on the secretary of state as agent of a registered limited liability partnership under this article shall be made by personally delivering to and leaving with the secretary of state or a deputy, or with any person authorized by the secretary of state to receive such service, at the office of the department of state in the city of Albany, duplicate copies of such process together with the statutory fee, which fee shall be a taxable disbursement. Service of process on such registered limited liability partnership shall be complete when the secretary of state is so served. The secretary of state shall promptly send one of such copies by certified mail, return receipt requested, to such registered limited liability partnership, at the post office address on file in the department of state specified for such purpose. (b) As used in this article, process shall mean judicial process and all orders, demands, notices or other papers required or permitted by law to be personally served on a registered limited liability partnership, for the purpose of acquiring jurisdiction of such registered limited liability partnership in any action or proceeding, civil or criminal, whether judicial, administrative, arbitrative or otherwise, in this state or in the federal courts sitting in or for this state. (c) Nothing in this section shall affect the right to serve process in any other manner permitted by law. S 121-1506. Resignation for receipt of process. (a) A registered agent may resign as such agent. A certificate entitled "Certificate of resignation of registered agent of ...... (name of limited liability partnership) under section 121-1506 of the Partnership Law" shall be signed and delivered to the department of state. It shall set forth: (1) That he resigns as registered agent for the designated limited liability partnership. (2) The date the certificate of registration of the designated limited liability partnership was filed by the department of state. (3) That he has sent a copy of the certificate of resignation by registered mail to the designating limited liability partnership at the post office address on file in the department of state specified for the mailing of process or if such address is the address of the registered agent, then to the office of the designating limited liability partnership in the jurisdiction of its formation. (b) The party (or the party`s legal representative) whose post address has been supplied by a limited liability partnership as its address for process may resign. A certificate entitled "Certificate of Resignation for Receipt of Process under Section 121-1506(b) of the Partnership Law" shall be signed by such party and delivered to the department of state. It shall set forth: (1) The name of the limited liability partnership and the date that its certificate of registration was filed by the department of state. (2) That the address of the party has been designated by the limited liability partnership as the post office address to which the secretary of state shall mail a copy of any process served on the secretary of state as agent for such limited liability partnership and that such party wishes to resign. (3) That sixty days prior to the filing of the certificate of resignation with the department of state the party has sent a copy of the certificate of resignation for receipt of process by registered or certified mail to the address of the registered agent of the designated limited liability partnership, if other than the party filing the certificate of resignation, for receipt of process, or if the resigning limited liability partnership has no registered agent, then to the last address of the designated limited liability partnership, known to the party, specifying the address to which the copy was sent. If there is no registered agent and no known address of the designating limited liability partnership the party shall attach an affidavit to the certificate stating that a diligent but unsuccessful search was made by the party to locate the limited liability partnership, specifying what efforts were made. (4) That the designated limited liability partnership is required to deliver to the department of state a certificate of amendment providing for the designation by the limited liability partnership of a new address and that upon its failure to file such certificate, its authority to do business in this state shall be suspended. (c) Upon the failure of the designating limited liability partnership to file a certificate of amendment providing for the designation by the limited liability partnership of the new address after the filing of a certificate of resignation for receipt of process with the secretary of state, its authority to do business in this state shall be suspended. (d) The filing by the department of state of a certificate of amendment providing for a new address by a designating limited liability partnership shall annul the suspension and its authority to do business in this state shall be restored and continued as if no suspension had occurred. (e) The resignation for receipt of process shall become effective upon the filing by the department of state of a certificate of resignation for receipt of process. (f)(1) In any case in which a limited liability partnership suspended pursuant to this section would be subject to the personal or other jurisdiction of the courts of this state under article three of the civil practice law and rules, process against such limited liability partnership may be served upon the secretary of state as its agent pursuant to this section. Such process may be issued in any court in this state having jurisdiction of the subject matter. (2) Service of such process upon the secretary of state shall be made by personally delivering to and leaving with him or his deputy, or with any person authorized by the secretary of state to receive such service, at the office of the department of state in the city of Albany, a copy of such process together with the statutory fee, which fee shall be a taxable disbursement. Such service shall be sufficient if notice thereof and a copy of the process are: (i) delivered personally within or without this state to such limited liability partnership by a person and in the manner authorized to serve process by law of the jurisdiction in which service is made, or (ii) sent by or on behalf of the plaintiff to such limited liability partnership by registered or certified mail with return receipt requested to the last address of such limited liability partnership known to the plaintiff. (3)(i) Where service of a copy of process was effected by personal service, proof of service shall be by an affidavit of compliance with this section filed, together with the process, within thirty days after such service, with the clerk of the court in which the action or special proceeding is pending. Service of process shall be complete ten days after such papers are filed with the clerk of the court. (ii) Where service of a copy of process was effected by mailing in accordance with this section, proof of service shall be by affidavit of compliance with this section filed, together with the process, within thirty days after receipt of the return receipt signed by the limited liability partnership, or other official proof of delivery or of the original envelope mailed. If a copy of the process is mailed in accordance with this section, there shall be filed with the affidavit of compliance either the return receipt signed by such limited liability partnership or other official proof of delivery, if acceptance was refused by it, the original envelope with a notation by the postal authorities that acceptance was refused. If acceptance was refused a copy of the notice and process together with notice of the mailing by registered or certified mail and refusal to accept shall be promptly sent to such limited liability partnership at the same address by ordinary mail and the affidavit of compliance shall so state. Service of process shall be complete ten days after such papers are filed with the clerk of the court. The refusal to accept delivery of the registered or certified mail or to sign the return receipt shall not affect the validity of the service and such limited liability partnership refusing to accept such registered or certified mail shall be charged with knowledge of the contents thereof. (4) Service made as provided in this section without the state shall have the same force as personal service made within this state. (5) Nothing in this section shall affect the right to serve process in any other manner permitted by law. (g) The filing of a certificate of resignation of a registered agent pursuant to subdivision (a) of this section shall be accompanied by the fee of ten dollars, and the filing of a certificate of resignation for receipt of process pursuant to subdivision (b) of this section shall be accompanied by the fee of ten dollars.
Article 9, Laws Repealed, When to Take Effect.
Section 125. Laws repealed. 126. When to take effect. S 125. Laws repealed. Chapter forty-four of the laws of nineteen hundred and nine and all other acts or parts of acts inconsistent with this chapter are hereby repealed. S 126. When to take effect. This chapter shall take effect October first, nineteen hundred and nineteen.