Disclaimer: The following information is generalized, not necessarily up-to-date with current laws and/or rulings, and should not be relied upon for legal purposes. The following information is not intended to be legal advice; individuals should consult an attorney in their respective jurisdiction(s) to obtain legal advice tailored to their specific needs and applicable law(s).
Creating a Professional Service Limited Liability Company (hereinafter “PLLC”) in New York can be a time consuming and relatively expensive process. This post provides a general list of the steps involved. The requirements for establishing a PLLC under New York Law are provided for in New York’s Limited Liability Company Law (hereinafter ‘NY LLC Law’) and the process is governed by the New York Department of State (whose website can be found here).
Step 1: Filing Articles of Organization
Articles of Organization is a document containing basic information about a PLLC. While LLCs can conveniently file Articles of Organization online using the Department of State Online Filing System (found here), as of writing this, a PLLC’s Articles of Organization cannot be filed using this system. NY LLC Law § 1203(b) describes the necessary information to be included in the Articles of Organization. The organizer may choose to draft their own Articles of Organization or may choose to use the template provided by the Department of State (found here). The necessary information includes:
- the name of the PLLC
- a PLLC’s name must end with the words, “Professional Limited Liability Company” or “Limited Liability Company” or the abbreviation “P.L.L.C.”, “PLLC”, “L.L.C.” or “LLC” (See NY LLC Law § 1212(b)); and
- must not contain any restricted words (a list is provided here).
- the profession of the PLLC (e.g. “law”, “medicine”, etc.);
- the county within New York State in which the PLLC will be located;
- the agent of the PLLC; and
- the names and residences of all original members and managers of the PLLC.
In addition to the above information, the following must also be included with the Articles of Organization:
- a filing fee ($200.00 as of writing this); and
- certificate(s) certifying that each member and/or manager, as applicable, is authorized to practice the profession and that one or more of such individuals are authorized to practice within New York State (see NY LLC Law § 1203(b)(ii); e.g. a NY attorney must provide a Certificate of Good Standing).
The following are optional services that may be considered based on your specific circumstances (this is not an all-inclusive list of optional services):
- determine if your PLLC’s intended name is available by making a Name Availability Request and/or reserving the intended name using this form;
- consider using expedited services to ensure a predictable turnaround time (if the Department of State is congested, it may take multiple weeks for them to file the Articles of Organization); and/or
- use the Credit Card/Debit Card Authorization Form (found here).
*It is important to note that a Certified Copy of the Articles of Organization must be filed with the applicable licensing authority (See NY LLC Law § 1203(c)(1); e.g. attorneys will file a certified copy with their respective Appellate Division). With that said, ensure you request as many certified copies as necessary to satisfy this and any other requirements specific to your PLLC’s needs.
After the Department of State reviews and approves the Articles of Organization, a Filing Receipt will be sent to the Filer’s Mailing Address.
The following steps do not need to be done in any specific order as long as they are done within the allotted time.
Step 2: File a Certified Copy with the Applicable Licensing Authority [30 days]
NY LLC Law § 1203(c)(1) requires that a Certified Copy of the PLLC’s Articles of Organization be filed with the appropriate licensing authority within thirty (30) days of the Department of State’s filing date. The “licensing authority” varies depending on the profession (e.g. NY attorneys must file with the applicable Appellate Division).
Step 3: File a Certificate of Publication [120 days]
NY LLC Law § 1203(c)(2) requires that a Certificate of Publication (found here) be filed with the Department of State within one hundred twenty (120) days of the Department of State’s filing date. While this may seem like a long time to complete this task, satisfying this requirement takes at least six (6) weeks. NY LLC Law § 1203(c)(2) requires:
- a notice containing the substance of the Articles of Organization be published:
- once in each week, for six successive weeks, in two newspapers of the county in which the PLLC is located;
- one newspaper must be printed weekly; and
- one newspaper must be printed daily;
- such publications shall be designated by the county clerk; and
- must be done within one hundred twenty (120) days of the Department of State’s filing date.
In my experience, many individuals are unaware of this step or simply ignore it. It is important to note that if the PLLC fails to comply with this requirement, “… the authority of such professional service limited liability company to carry on, conduct or transact any business in this state shall be suspended…” (See NY LLC Law § 1203(c)(2)(A)(vii)).
To complete this step, perform the following after receiving the Filing Receipt from the Department of State:
- Call your PLLC’s County Clerk (a simple online-search should provide you with the appropriate number) and request the names of the two publications that your PLLC will need to publish in. The Clerk may ask for a copy of the PLLC’s Articles of Organization and the Filing Receipt from the Department of State to be e-mailed to them.
- Call the publications (the Clerk should provide you with their contact numbers) and tell them you need to publish for a newly formed PLLC. The publisher should provide you with a publication-text template which you will have to fill out with your PLLC’s information. After some time (this can take up to a week), the publisher will review the publication-text and respond with a quote. Once you approve the quote, the publisher should respond by providing the dates the publication will run.
- After six (6) weeks from the initial date of publication, the publishers should each provide the PLLC with an affidavit of publication.
- After receiving the publishers’ affidavits of publication, these should be attached to the above mentioned Certificate of Publication, along with the appropriate filing fee ($50.00 as of writing this), and sent to the Department of State.
Step 4: Adopt an Operating Agreement [90 days]
NY LLC Law § 417 requires that a PLLC enter into an operating agreement within ninety (90) days of the Department of State’s filing of the Articles of Organization. Operating agreements, from the simplest of perspectives, establish the rights, powers, limitations, responsibilities, etc. of the PLLC’s members, managers, employees, agents, etc. The importance of this document cannot be overstated; I highly recommend hiring an attorney to draft an operating agreement tailored to your PLLC’s specific needs.