How a general limited liability company offering geology becomes a Professional Limited Liability Company offering Geology

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Effective November 21, 2016 and prior to the March 1, 2018 the NYS State Education Department and the NYS Department of State shall allow an existing limited liability company organized under Article 21 of the Limited Liability Company Law to become a Professional Limited Liability Company as defined in Article 12 of the Limited Liability Company Law for the purpose of practicing professional geology.  The existing limited liability company must meet all of the requirements to become a Professional Limited Liability Company.

Section 1105(3)(d) of the Limited Liability Company Law specifically states:

Notwithstanding any provision of law to the contrary, any company formed under this section shall be required to comply with all applicable laws, rules, or regulations relating to the practice of a profession under title eight of the education law.

Section 1105 of the Limited Liability Company Law also states that a certificate or certificates issued by the New York State Education Department must be attached to the Certificate of Amendment.

The Certificate of AmendmentPDF is available on the Department of State websiteExternal Link.

  1. The existing limited liability company submits to the New York State Education Department (NYSED), Office of the Professions (OP), Corporation Unit (the licensing authority), a certificate of amendment of the Articles of Organization which must include the following:

    1. The name of the proposed PLLC:

      Section 1212 of the Limited Liability Company Law gives further specifics on the company name and further requirements are stated in the Rules of the Board of Regents. Listed below are the basic requirements.

      1. The proposed name of the company appropriately describes the profession or professions practiced and the services to be provided and is not false, fraudulent, deceptive or misleading.

      2. If the proposed name of the company includes a reference to a specialized area of professional practice, satisfactory evidence is submitted substantiating the authority to use such specialty designation.

      3. The name of the company may not contain the name of a deceased person unless:

        1. such person's name was part of the company name at the time of such person's death; or
        2. such person's name was part of an existing partnership and at least two-thirds of such partnership's partners become members of the company.

        Such exceptions must be documented by an affidavit signed by a manager of the professional limited liability company and such other documentation as may be required by the Department.

      4. A professional service limited liability company name shall 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". The professional limited liability company must follow the same guidelines as a professional service corporation (see Section III, "Domestic Professional Service Corporations (PC)") for referencing the profession or professions in the title and purpose.

        The combined design professions licensed pursuant to Article 145, 147 and 148 (engineering, architecture, land surveying, geology, and landscape architecture) may practice multiple professional disciplines in a professional limited liability company provided that there is a partner licensed to practice every professional service offered by the limited liability company.

    2. The profession or professions to be practiced by such corporation;

    3. The names and residence addresses of all individuals who are to be the original members and the original managers of the proposed PLLC;
    4. The profession or professions of each member/manager who is a professional of the proposed PLLC;

    5. A statement that the PLLC is formed pursuant to section 1203 of the Limited Liability Company Law; and

    6. A statement that the amendment shall not effect a dissolution of the limited liability company, but shall be deemed a continuation of its existence, without affecting  its then  existing  property rights or liabilities or the liabilities of its members or officers as such, but thereafter it shall have only such rights, powers and privileges, and be subject only to such other duties and  liabilities, as  a  professional service  limited liability company created for the same purposes under Article 11 of the Limited Liability Company Law.

  2. NYSED issues a certificate of authority for the proposed PLLC, which will include a certificate of good moral character for the shareholders, officers, and directors and certify that each of the proposed members and managers listed is  authorized by  law to practice  a  profession  which  the professional service limited liability company is organized to  practice and, if  applicable, that one or more of such individuals is authorized to practice each  profession  which  the  professional  service  limited liability company will be authorized to practice.

    NYSED will also issue an application and instructions for a Certificate of Authorization which is required by Section 7210 of New York State Education Law for those PLLC’s offering Professional Engineering, Geology, and/or Land Surveying.

  3. The proposed PLLC files the Certificate of Authority, the proposed certificate of amendment, and the Tax Clearance document2 with the Department of State.

  4. Within thirty days of filing with the Department of State, the PLLC submits a certified copy of the D.O.S. filing to NYSED.

    The PLLC must also submit the application and fee for a Certificate of Authorization at this time.

  5. Upon receipt of this certified copy and application and fee for a Certificate of Authorization the NYSED Corporation Unit posts the information on the Office of the Professions website and prints a Certificate of Authorization which will be mailed to the PLLC address.
To see a "checklist" of requirements for filing a Professional Limited Liability Company offering Geology, click here.

1 An existing foreign limited liability company offering Geology cannot amend to become a Professional Limited Liability Company offering Geology because it is not organized under article two of the Limited Liability Company Law. If a foreign limited liability company qualifies to do business in New York as a Foreign Professional Limited Liability Company it will have to surrender its authority to conduct business in New York State and then apply for authority to do business under Section 1306 of the Limited Liability Company Law. Instructions for this process can be found here www.op.nysed.gov/corp/pcorpforpllc.htm

2 Please be aware that a Tax Clearance document issued by the Department of Taxation and Finance certifying that the existing business corporation is current with respect to payment of its state tax liabilities will need to be obtained by the corporation.  You can obtain this document by contacting the NYS Department of Taxation and Finance Call Center at (518) 485-6027. This document will need to be submitted to the Department of State along with the Certificate of Authority and the Certificate of Good Standing issued by the New York State Education Department.

Last Updated: January 30, 2017