How Many Partners Need to Sign Registration Forms for a LLP in New York?
Full Question:
Answer:
In New York State, a partnership, without limited partners, where each partner is a professional authorized by law to render a professional service, may register as an LLP with the New York State Department of State by filing a certificate of registration.
A partnership, without limited partners, each of whose partners is a professional authorized by law to render a professional service, may register as a limited liability partnership with the New York State Department of State by filing a Certificate of Registration pursuant to Section 121-1500(a) of the Partnership Law. This form requires onlt one signature. "Profession" includes any practice as an attorney and counselor-at-law, or as a licensed physician, and those occupations designated in Title Eight of the Education Law. For a complete listing of professional services, please see NYS Department of Education, Office of the Professions at http://www.nysed.gov/prof/proflist.htm.
Limited Liability Partners are allowed to participate in the management of the partnership without risking exposure to personal liability. The Limited Liability Partnership Agreement defines the operating procedures of the LLP. The Limited Liability Partnership Agreement must be signed by the partners who are to be bound by the agreement.
For further discussion, please see:
http://www.dos.state.ny.us/corps/llpfaq.asp#inc
Please see the following NY statute:
§ 121-1500 Partnership. Registered limited liability partnership.
(a)(I) 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.
(II) (A) 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, one
newspaper printed weekly and one newspaper to be printed daily, to be
designated by the county clerk. When such county is located within a city
with a population of one million or more, such designation shall be as
though the copy or notice were a notice or advertisement of judicial
proceedings. Proof of the publication required by this subparagraph,
consisting of the certificate of publication of the registered limited
liability partnership with the affidavits of publication annexed thereto,
must be filed, with a fee of fifty dollars, with the department of state.
Notwithstanding any other provision of law, if the office of the registered
limited liability partnership is located in a county wherein a weekly or
daily newspaper of the county, or both, has not been so designated by the
county clerk, then the publication herein required shall be made in a
weekly or daily newspaper of any county, or both, as the case may be, which
is contiguous to, such county, provided that any such newspaper meets all
the other requirements of this subparagraph. A copy or notice published in
a newspaper other than the newspaper or newspapers designated by the county
clerk shall not be deemed to be one of the publications required by this
paragraph. The notice shall include: (1) the name of the registered limited
liability partnership; (2) the date of filing of the registration with the
department of state; (3) the county within this state, in which the
principal office of the registered limited liability partnership is
located; (3-a) the street address of the principal business location, if
any; (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. Where, at any time after
completion of the first of the six weekly publications required by this
subparagraph and prior to the completion of the sixth such weekly
publication, there is a change in any of the information contained in the
copy or notice as published, the registered limited liability partnership
may complete the remaining publications of the original copy or notice, and
the registered limited liability partnership shall not be required to
publish any further or amended copy or notice. Where, at any time after
completion of the six weekly publications required by this subparagraph,
there is a change to any of the information contained in the copy or notice
as published, no further or amended publication or republication shall be
required to be made. If within one hundred twenty days after its formation,
proof of such publication, consisting of the certificate of publication of
the registered limited liability partnership with the affidavits of
publication of the newspapers annexed thereto has not been filed with the
department of state, the authority of such registered limited liability
partnership to carry on, conduct or transact any business in this state
shall be suspended, effective as of the expiration of such one hundred
twenty day period. The failure of a registered limited liability
partnership to cause such copy or notice to be published and such
certificate of publication and affidavits of publication to be filed with
the department of state within such one hundred twenty day period or the
suspension of such registered limited liability partnership's authority to
carry on, conduct or transact business in this state pursuant to this
subparagraph shall not limit or impair the validity of any contract or act
of such registered limited liability partnership, or any right or remedy of
any other party under or by virtue of any contract, act or omission of such
registered limited liability partnership, or the right of any other party
to maintain any action or special proceeding on any such contract, act or
omission, or right of such registered limited liability partnership to
defend any action or special proceeding in this state, or result in any
partner or agent of such registered limited liability partnership becoming
liable for the contractual obligations or other liabilities of the
registered limited liability partnership. If, at any time following the
suspension of a registered limited liability partnership's authority to
carry on, conduct or transact business in this state pursuant to this
subparagraph, such registered limited liability partnership shall cause
proof of publication in substantial compliance with the provisions (other
than the one hundred twenty day period) of this subparagraph, consisting of
the certificate of publication of the registered limited liability
partnership with the affidavits of publication of the newspapers annexed
thereto, to be filed with the department of state, such suspension of such
registered limited liability partnership's authority to carry on, conduct
or transact business shall be annulled.
(B)(1) A registered limited liability partnership which was formed prior
to the effective date of this subparagraph and which complied with the
publication and filing requirements of this paragraph as in effect prior to
such effective date shall not be required to make any publication or
republication or any filing under subparagraph (A) of this paragraph, and
shall not be subject to suspension pursuant to this paragraph.
(2) Within twelve months after the effective date of this subparagraph, a
registered limited liability partnership which was formed prior to such
effective date and which did not comply with the publication and filing
requirements of this paragraph as in effect prior to such effective date
shall publish a copy of its registration or a notice containing the
substance thereof in the manner required (other than the one hundred twenty
day period) by this paragraph as in effect prior to such effective date and
file proof of such publication, consisting of the certificate of
publication of the registered limited liability partnership with the
affidavits of publication of the newspapers annexed thereto, with the
department of state.
(3) If a registered limited liability partnership that is subject to the
provisions of clause two of this subparagraph fails to file the required
proof of publication with the department of state within twelve months
after the effective date of this subparagraph, its authority to carry on,
conduct or transact any business in this state shall be suspended,
effective as of the expiration of such twelve month period.
(4) The failure of a registered limited liability partnership that is
subject to the provisions of clause two of this subparagraph to fully
comply with the provisions of said clause two or the suspension of such
registered limited liability partnership's authority to carry on, conduct
or transact any business in this state pursuant to clause three of this
subparagraph shall not impair or limit the validity of any contract or act
of such registered limited liability partnership, or any right or remedy of
any other party under or by virtue of any contract, act or omission of such
registered limited liability partnership, or the right of any other party
to maintain any action or special proceeding on any such contract, act or
omission, or right of such registered limited liability partnership to
defend any action or special proceeding in this state, or result in any
partner or agent of such registered limited liability partnership becoming
liable for the contractual obligations or other liabilities of the
registered limited liability partnership.
(5) If, at any time following the suspension of a registered limited
liability partnership's authority to carry on, conduct or transact business
in this state, pursuant to clause three of this subparagraph, such
registered limited liability partnership shall cause proof of publication
in substantial compliance with the provisions (other than the one hundred
twenty day period) of subparagraph (A) of this paragraph, consisting of the
certificate of publication of the registered limited liability partnership
with the affidavits of publication of the newspapers annexed thereto, to be
filed with the department of state, such suspension of such registered
limited liability partnership's authority to carry on, conduct or transact
business shall be annulled.
(6) For the purposes of this subparagraph, a registered limited
liability partnership which was formed prior to the effective date of
this subparagraph shall be deemed to have complied with the publication
and filing requirements of this paragraph as in effect prior to such
effective date if (A) the registered limited liability partnership was
formed on or after January first, nineteen hundred ninety-nine and prior
to such effective date and the registered limited liability partnership
filed at least one affidavit of the printer or publisher of a newspaper
with the department of state at any time prior to such effective date, or
(B) the registered limited liability partnership was formed prior to
January first, nineteen hundred ninety-nine, without regard to whether
the registered limited liability partnership did or did not file any
affidavit of the printer or publisher of a newspaper with the secretary
of state.
(C) The information in a notice published pursuant to this paragraph
shall be presumed to be in compliance with and satisfaction of the
requirements of this paragraph.
(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 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.
