Corporate Entities for Professional Practice

Section V
Professional Service Limited Liability Companies (PLLC)

1. Certificate of Authority to Practice as a Professional Service Limited Liability Company
   
   Section 1203(b) of the Business Corporation Law requires that the articles of organization of a professional service limited liability company must meet the requirements of this chapter and must state the profession or professions to be practiced by such limited liability company and (A) the names, New York State professional license numbers, and residence addresses of all individuals who are to be the original members and the original managers, if any, of such limited liability company, and (B) the names and residence addresses or, if none, the business address of all shareholders, directors, officers, members, managers and partners of all professional service corporations, foreign professional service corporations, professional service limited liability companies, foreign professional service limited liability companies, registered limited liability partnerships, foreign limited liability partnerships, and professional partnerships who are to be the original members or managers, if any, who are members of such limited liability company.
   
   
2. Professional Service Limited Liability Company Name
   
   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. There may be multiple professional disciplines practiced by a professional service limited liability company with the exception of the professions of medicine, dentistry, veterinary medicine, licensed clinical social work, mental health counseling, psychoanalysis, creative arts therapy, or marriage and family therapy.
      
      The combined design professions licensed pursuant to Article 145, 147 and 148 (engineering, architecture, land surveying and landscape architecture) may also 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.
      
      
   5. For the profession of medicine, licensed physicians may only use the initials "M.D." after their name if they have earned that specific academic degree. For more detailed information, see Section III.A.1.e.
      
      
3. Documentation to be Filed with the New York State Education Department
   
   
   1. Articles of Organization (a sample format for this document is available from the Department of State at www.dos.state.ny.us/corp/pdfs/dos1374.pdf).
      
      
   2. New York State professional license number for each licensed member/manager.