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SECTION 1306
Filing requirements
Limited Liability Company Law (LLC) CHAPTER 34, ARTICLE 13
§ 1306. Filing requirements. (a) A foreign professional service
limited liability company may apply for authority to do business in this
state. An application entitled "Application for authority of... (name
of limited liability company) under section thirteen hundred six of the
Limited Liability Company Law," shall be signed by an authorized person
for the limited liability company and delivered to the department of
state. It shall set forth:

(1) the name of the foreign professional service limited liability
company. If the name does not 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", it shall in addition to the
foregoing set forth the name to be used in this state, ending with the
words "Professional Limited Liability Company" or "Limited Liability
Company" or the abbreviation "P.L.L.C.", "PLLC", "L.L.C." or "LLC";

(2) the jurisdiction and date of its formation;

(3) a statement of the profession or professions to be practiced in
this state and a statement that the foreign professional service limited
liability company is authorized to practice such profession or
professions in the jurisdiction of its formation;

(4) the name, address and, where applicable, license number of each
professional within the foreign professional service limited liability
company who is licensed to practice the profession or professions in
this state;

(5) the city, incorporated village or town and the county within this
state in which its office is to be located;

* (6) a designation of the secretary of state as its agent 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; and

* NB Effective until January 1, 2023

* (6) a designation of the secretary of state as its agent 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. The limited liability
company may include an email address to which the secretary of state
shall email a notice of the fact that process against it has been
electronically served upon him or her; and

* NB Effective January 1, 2023

(7) if it 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 its
agent upon whom process against it may be served.

(b) Attached to the application for authority shall be:

(1) a certificate by an authorized officer of the jurisdiction of its
formation that the foreign professional service limited liability
company is an existing limited liability company;

(2) a certificate or certificates issued by the licensing authority
that each professional within such limited liability company who is an
individual and intending to practice the profession or professions in
this state is licensed to practice said profession or professions in
this state and for each such professional that is 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, (A) such
certificate or certificates issued by the licensing authority shall
certify either (i) that each such 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 intending to practice
a profession in the state is authorized by law to practice in the state
the profession that such foreign limited liability company intends to
practice in the state and, if applicable, that each shareholder, member
or partner of such proposed member or manager is authorized by law to
render the professional service that such foreign limited liability
company intends to practice in this state or (ii) that one or more of
such 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, intending to practice a profession in this
state is authorized by law to practice in this state the profession that
such foreign limited liability company intends to practice and that one
or more of the shareholders, members or partners of such proposed
members or managers are authorized to practice within this state each
profession that such foreign limited liability company will be
authorized to practice within this state and (B) there shall be attached
to the application for authority a certificate by an authorized officer
of the jurisdiction of its formation that the professional service
corporation, foreign professional service corporation, professional
service limited liability company, foreign professional service limited
liability company, registered limited liability partnership or foreign
limited liability partnership is validly existing and, in the case of a
foreign professional service corporation, foreign professional service
limited liability company or foreign limited liability partnership, a
certificate from the secretary of state that such foreign professional
service corporation, foreign professional service limited liability
company or foreign limited liability partnership is authorized to do
business under article fifteen-A of the business corporation law, this
article or article eight-B of the partnership law, as the case may be.
In order to obtain said certificate or certificates, a copy of the
articles of organization shall be furnished to the licensing authority;
and

(3) a certificate or certificates, issued by the licensing authority
in the case of a foreign professional service limited liability company
providing health services, stating that each member or manager of the
foreign professional service limited liability company is licensed to
practice said profession in this state.

(c) The fee for filing the application for authority shall be two
hundred dollars, payable to the department of state, and the fee for a
certificate of authority issued by the state education department shall
be fifty dollars.

(d) (i) Within one hundred twenty days after the filing of the
application for authority with the department of state, 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 office of the foreign professional
service limited liability company is located, one newspaper to be
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 paragraph,
consisting of the certificate of publication of the foreign professional
service limited liability company with the affidavits of publication of
such newspapers annexed thereto, must be filed with the department of
state. Notwithstanding any other provision of law, if the office of the
foreign professional service limited liability company 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
paragraph. 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 foreign professional service
limited liability company; (2) the date of filing of the application for
authority with the department of state; (3) the jurisdiction and date of
its organization; (4) the county within this state, in which the office
of the foreign professional service limited liability company is
located; (4-a) the street address of the principal business location, if
any; (5) a statement that the secretary of state has been designated as
agent of the foreign professional service limited liability company 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
professional service limited liability company 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 professional
service limited liability company 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 professional
service limited liability company; (8) the name and address of the
authorized officer in its jurisdiction of organization where a copy of
its certificate of organization is filed or, if no public filing of its
certificate of organization is required by the law of its jurisdiction
of organization, a statement that the foreign professional service
limited liability company 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; and (9) the character or purpose of the
business of such foreign professional service limited liability company.
Where, at any time after completion of the first of the six weekly
publications required by this paragraph 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 foreign
professional service limited liability company may complete the
remaining publications of the original copy or notice, and the foreign
professional service limited liability company 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 paragraph,
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
the filing of its application for authority with the department of
state, proof of such publication, consisting of the certificate of
publication of the foreign professional service limited liability
company with the affidavits of publication of the newspapers annexed
thereto has not been filed with the department of state, the authority
of such foreign professional service limited liability company 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 foreign professional service limited liability company
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 foreign professional service limited liability
company's authority to carry on, conduct or transact business in this
state pursuant to this paragraph shall not limit or impair the validity
of any contract or act of such foreign professional service limited
liability company, or any right or remedy of any other party under or by
virtue of any contract, act or omission of such foreign professional
service limited liability company, 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 foreign professional service limited
liability company to defend any action or special proceeding in this
state, or result in any member, manager or agent of such foreign
professional service limited liability company becoming liable for the
contractual obligations or other liabilities of the foreign professional
service limited liability company. If, at any time following the
suspension of a foreign professional service limited liability company's
authority to carry on, conduct or transact business in this state
pursuant to this paragraph, such foreign professional service limited
liability company shall cause proof of publication in substantial
compliance with the provisions (other than the one hundred twenty day
period) of this paragraph, consisting of the certificate of publication
of the foreign professional service limited liability company with the
affidavits of publication of the newspapers annexed thereto, to be filed
with the department of state, such suspension of such foreign
professional service limited liability company's authority to carry on,
conduct or transact business shall be annulled.

(ii)(1) A foreign professional service limited liability company which
was formed and filed its application for authority with the department
of state prior to the effective date of this paragraph and complied with
the publication and filing requirements of this subdivision as in effect
prior to such effective date shall not be required to make any
publication or republication or any filing under paragraph (i) of this
subdivision, and shall not be subject to suspension pursuant to this
subdivision.

(2) Within twelve months after the effective date of this paragraph, a
foreign professional service limited liability company which was formed
and filed its application for authority with the department of state
prior to such effective date and which did not comply with the
publication and filing requirements of this subdivision as in effect
prior to such effective date shall publish a copy of its application for
authority or a notice containing the substance thereof in the manner
required (other than the one hundred twenty day period) by this
subdivision as in effect prior to such effective date and file proof of
such publication, consisting of the certificate of publication of the
foreign professional service limited liability company with the
affidavits of publication of the newspapers annexed thereto, with the
department of state.

(3) If a foreign professional service limited liability company that
is subject to the provisions of subparagraph two of this paragraph fails
to file the required proof of publication with the department of state
within twelve months after the effective date of this paragraph, 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 foreign professional service limited liability
company that is subject to the provisions of subparagraph two of this
paragraph to fully comply with the provisions of said subparagraph two
of this paragraph or the suspension of such foreign professional service
limited liability company's authority to carry on, conduct or transact
any business in this state pursuant to subparagraph three of this
paragraph shall not impair or limit the validity of any contract or act
of such foreign professional service limited liability company, or any
right or remedy of any other party under or by virtue of any contract,
act or omission of such foreign professional service limited liability
company, 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 foreign professional service limited liability company to defend
any action or special proceeding in this state, or result in any member,
manager or agent of such foreign professional service limited liability
company becoming liable for the contractual obligations or other
liabilities of the foreign professional service limited liability
company.

(5) If, at any time following the suspension of a foreign professional
service limited liability company's authority to carry on, conduct or
transact business in this state, pursuant to subparagraph three of this
paragraph, such foreign professional service limited liability company
shall cause proof of publication in substantial compliance with the
provisions (other than the one hundred twenty day period) of paragraph
(i) of this subdivision, consisting of the certificate of publication of
the foreign professional service limited liability company with the
affidavits of publication of the newspapers annexed thereto, to be filed
with the department of state, such suspension of such foreign
professional service limited liability company's authority to carry on,
conduct or transact business shall be annulled.

(6) For the purposes of this paragraph, a foreign professional service
limited liability company which was formed and filed its application for
authority with the department of state prior to the effective date of
this paragraph shall be deemed to have complied with the publication and
filing requirements of this subdivision as in effect prior to such
effective date if (i) the foreign professional service limited liability
company was formed and filed its application for authority with the
department of state on or after January first, nineteen hundred
ninety-nine and prior to such effective date and the foreign
professional service limited liability company 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 (ii) the foreign
professional service limited liability company was formed and filed its
application for authority with the department of state prior to January
first, nineteen hundred ninety-nine, without regard to whether the
foreign professional service limited liability company did or did not
file any affidavit of the printer or publisher of a newspaper with the
secretary of state.

(iii) The information in a notice published pursuant to this
subdivision shall be presumed to be in compliance with and satisfaction
of the requirements of this subdivision.