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This entry was published on 2023-12-15
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SECTION 121-1502
New York registered foreign limited liability partnership
Partnership (PTR) CHAPTER 39, ARTICLE 8-B
§ 121-1502. New York registered foreign limited liability partnership.
(a) In order for a foreign limited liability partnership to carry on or
conduct or transact business or activities as a New York registered
foreign limited liability partnership in this state, such foreign
limited liability partnership shall file with the department of state a
notice which shall set forth: (i) the name under which the foreign
limited liability partnership intends to carry on or conduct or transact
business or activities in this state; (ii) the date on which and the
jurisdiction in which it registered as a limited liability partnership;
(iii) the address of the principal office of the foreign limited
liability partnership; (iv) the profession or professions to be
practiced by such foreign limited liability partnership and a statement
that it is a foreign limited liability partnership eligible to file a
notice under this chapter; (v) a designation of the secretary of state
as agent of the foreign 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 or served upon it. The foreign limited liability
partnership 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; (vi) if the foreign limited
liability partnership 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 foreign limited liability partnership upon whom process
against it may be served; (vii) a statement that its registration as a
limited liability partnership is effective in the jurisdiction in which
it registered as a limited liability partnership at the time of the
filing of such notice; (viii) a statement that the foreign limited
liability partnership is filing a notice in order to obtain status as a
New York registered foreign limited liability partnership; (ix) if the
registration of the foreign 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 filing, of such proposed
effectiveness; and (x) any other matters the foreign limited liability
partnership determines to include in the notice. Such notice shall be
accompanied by either (1) a copy of the last registration or renewal
registration (or similar filing), if any, filed by the foreign limited
liability partnership with the jurisdiction where it registered as a
limited liability partnership or (2) a certificate, issued by the
jurisdiction where it registered as a limited liability partnership,
substantially to the effect that such foreign limited liability
partnership has filed a registration as a limited liability partnership
which is effective on the date of the certificate (if such registration,
renewal registration or certificate is in a foreign language, a
translation thereof under oath of the translator shall be attached
thereto). Such notice shall also be accompanied by a fee of two hundred
fifty dollars.

(b) Without excluding other activities which may not constitute the
carrying on or conducting or transacting of business or activities in
this state, for purposes of determining whether a foreign limited
liability partnership is required to file a notice pursuant to
subdivision (a) of this section, a foreign limited liability partnership
shall not be considered to be carrying on or conducting or transacting
business or activities in this state by reason of carrying on in this
state any one or more of the following activities:

(i) maintaining or defending any action or proceeding, whether
judicial, administrative, arbitrative or otherwise, or effecting
settlement thereof or the settlement of claims or disputes;

(ii) holding meetings of its partners; or

(iii) maintaining bank accounts.

The specification in this subdivision does not establish a standard
for activities which may subject a foreign limited liability partnership
to service of process under this article or any other statute of this
state. The filing of a notice pursuant to subdivision (a) of this
section by a foreign limited liability partnership shall not by itself
be deemed to be evidence that such foreign limited liability partnership
is carrying on or conducting or transacting business or activities in
this state.

(c) A notice shall be executed by one or more partners of the foreign
limited liability partnership.

(d) If a signed notice 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 notice shall be
filed and indexed by the department of state. If a foreign limited
liability partnership that is a New York registered foreign limited
liability partnership dissolves, a foreign limited liability partnership
which is the successor to such New York registered foreign limited
liability partnership (i) shall not be required to file a new notice and
shall be deemed to have filed the notice filed by the New York
registered foreign limited liability partnership pursuant to subdivision
(a) of this section, as well as any withdrawal notice filed pursuant to
subdivision (e) of this section, any statement or certificate of consent
filed pursuant to subdivision (f) of this section and any notice of
amendment filed pursuant to subdivision (i) of this section and (ii)
shall be bound by any revocation of status pursuant to subdivision (f)
of this section and any annulment thereof of the dissolved foreign
limited liability partnership that was a New York registered foreign
limited liability partnership. For purposes of this section, a foreign
limited liability partnership is a successor to a foreign limited
liability partnership that was a New York registered foreign limited
liability partnership if a majority of the total interests in the
current profits of such successor foreign limited liability partnership
are held by partners of the predecessor foreign limited liability
partnership that was a New York registered foreign limited liability
partnership who were partners of such predecessor partnership
immediately prior to the dissolution of such predecessor partnership.

(e) A notice may be withdrawn by filing with the department of state a
written withdrawal notice executed by one or more partners of the New
York registered foreign limited liability partnership, with a filing fee
of sixty dollars. A withdrawal notice must include: (i) the name or
names under which the New York registered foreign limited liability
partnership carried on or conducted or transacted business or activities
in this state (and if it has been changed since the filing of the
notice, the name under which it filed such notice); (ii) the date a
notice was filed with the department of state pursuant to subdivision
(a) of this section; (iii) the address of the New York registered
foreign limited liability partnership's principal office and the
jurisdiction in which it is registered as a limited liability
partnership; (iv) if the withdrawal of the New York registered foreign
limited liability partnership is to be effective on a date later than
the time of such 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 foreign limited
liability partnership's status as a New York registered foreign limited
liability partnership; and (vi) any other information determined by the
New York registered foreign limited liability partnership. A withdrawal
notice terminates the status of the foreign limited liability
partnership as a New York registered foreign limited liability
partnership as of the date of filing of 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 status shall not be affected by
errors in the information stated in the withdrawal notice. If a New York
registered foreign limited liability partnership ceases to be
denominated as a registered limited liability partnership or limited
liability partnership under the laws of the jurisdiction governing the
agreement under which such New York registered foreign limited liability
partnership operates, it shall within thirty days after the occurrence
of such event file a withdrawal notice pursuant to this subdivision.

(f) (I) Each New York registered foreign limited liability partnership
shall, within sixty days prior to the fifth anniversary of the effective
date of its notice and every five years thereafter, furnish a statement
to the department of state setting forth:

(i) the name under which the New York registered foreign limited
liability partnership is carrying on or conducting or transacting
business or activities in this state, (ii) the address of the principal
office of the New York registered foreign 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 a foreign limited liability partnership. The
statement shall be executed by one or more partners of the New York
registered foreign limited liability partnership. The statement shall be
accompanied by a fee of fifty dollars if submitted directly to the
department of state. The commissioner of taxation and finance and the
secretary of state may agree to allow New York registered foreign
limited liability partnerships to provide the statement specified in
this paragraph on tax reports filed with the department of taxation and
finance in lieu of statements filed directly with the secretary of state
and in a manner prescribed by the commissioner of taxation and finance.
If this agreement is made, starting with taxable years beginning on or
after January first, two thousand sixteen, each New York registered
foreign limited liability partnership required to file the statement
specified in this paragraph that is subject to the filing fee imposed by
paragraph three of subsection (c) of section six hundred fifty-eight of
the tax law shall provide such statement annually on its filing fee
payment form filed with the department of taxation and finance in lieu
of filing a statement under this paragraph directly with the department
of state. However, each New York registered foreign limited liability
partnership required to file a statement under this section must
continue to file a statement with the department of state as required by
this section until the New York registered foreign limited liability
partnership in fact has filed a filing fee payment form with the
department of taxation and finance that includes all required
information. After that time, the New York registered foreign limited
liability partnership shall continue to provide annually the statement
specified in this paragraph on its filing fee payment form in lieu of
filing the statement required by this paragraph directly with the
department of state. The commissioner of taxation and finance shall
deliver the completed statement specified in this paragraph to the
department of state for filing. The department of taxation and finance
must, to the extent feasible, also include in such delivery the current
name of the New York registered foreign limited liability partnership,
department of state identification number for such New York registered
foreign limited liability partnership, the name, signature and capacity
of the signer of the statement, name and street address of the filer of
the statement, and the email address, if any, of the filer of the
statement. If a New York registered foreign 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 New York registered foreign limited liability
partnership as shown in the last notice or statement or certificate of
amendment filed by such New York registered foreign limited liability
partnership, make a proclamation declaring the status of such New York
registered foreign limited liability partnership to be revoked pursuant
to this subdivision. This shall not apply to New York registered foreign
limited liability partnerships that have filed a statement with the
department of state through the department of taxation and finance. 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 status of
each New York registered foreign limited liability partnership named in
such proclamation shall be deemed revoked without further legal
proceedings. Any New York registered foreign limited liability
partnership whose status was so revoked may file in the department of
state a statement required by this subdivision. The filing of such
statement shall have the effect of annulling all of the proceedings
theretofore taken for the revocation of the status of such New York
registered foreign limited liability partnership under this subdivision
and (1) the New York registered foreign 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 laws
of the jurisdiction governing the agreement under which such New York
registered foreign limited liability partnership is operating (including
laws governing the liability of partners) 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 statement with
the department of state. If, after the publication of such proclamation,
it shall be determined by the department of state that the name of any
New York registered foreign 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 status of such New York registered foreign limited liability
partnership under this subdivision and (1) such New York registered
foreign 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 (2) such publication shall not affect the
applicability of the laws of the jurisdiction governing the agreement
under which such New York registered foreign limited liability
partnership is operating (including laws governing the liability of
partners) 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 New York registered foreign limited liability
partnership whose status was revoked shall have filed a statement
pursuant to this subdivision or if the name of a New York registered
foreign 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.

(II) (A) Within one hundred twenty days after the effective date of
the notice filed under subdivision (a) of this section, 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 principal office of the foreign
limited liability partnership 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 subparagraph,
consisting of the certificate of publication of the foreign limited
liability partnership with the affidavits of publication of such
newspapers annexed thereto, must be filed with the department of state,
with a filing fee of fifty dollars. Notwithstanding any other provision
of law, if the office of the foreign 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 subparagraph. The notice shall include: (l) the name of the
foreign limited liability partnership; (2) the date of filing of such
notice with the department of state; (3) the jurisdiction and date of
its organization; (4) the county within this state, in which the
principal office of the foreign limited liability partnership 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 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; (6) if the foreign 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 foreign limited liability partnership 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 limited liability partnership; (8) the name and address of the
authorized officer in its jurisdiction in which it registered as a
limited liability partnership where a copy of its registration is filed
or, if no public filing of its registration is required by the law of
its jurisdiction of organization, a statement that the foreign limited
liability partnership 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; or (9) the character or purpose of the
business of such foreign 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 foreign limited
liability partnership may complete the remaining publications of the
original copy or notice, and the foreign 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 the effective date of the notice
required to be filed under subdivision (a) of this section, proof of
such publication, consisting of the certificate of publication of the
foreign 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 foreign 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 foreign 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
foreign 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 foreign
limited liability partnership, or any right or remedy of any other party
under or by virtue of any contract, act or omission of such foreign
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 foreign limited liability partnership to
defend any action or special proceeding in this state, or result in any
partner or agent of such foreign limited liability partnership becoming
liable for the contractual obligations or other liabilities of the
foreign limited liability partnership. If, at any time following the
suspension of a foreign limited liability partnership's authority to
carry on, conduct or transact business in this state pursuant to this
subparagraph, such foreign 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 foreign 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 foreign limited liability partnership's
authority to carry on, conduct or transact business shall be annulled.

(B)(1) A foreign limited liability partnership which was formed and
filed the notice required to be filed under subdivision (a) of this
section prior to the effective date of this subparagraph, and which
filed a notice and 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 foreign limited liability partnership which was formed
and filed the notice required to be filed under subdivision (a) of this
section 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 notice 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 foreign limited liability
partnership with the affidavits of publication of the newspapers annexed
thereto, with the department of state.

(3) If a foreign 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 foreign 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
foreign 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 foreign limited liability partnership, or any right or
remedy of any other party under or by virtue of any contract, act or
omission of such foreign 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 foreign limited liability
partnership to defend any action or special proceeding in this state, or
result in any partner or agent of such foreign limited liability
partnership becoming liable for the contractual obligations or other
liabilities of the foreign limited liability partnership.

(5) If, at any time following the suspension of a foreign limited
liability partnership's authority to carry on, conduct or transact
business in this state, pursuant to clause three of this subparagraph,
such foreign 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 foreign
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 foreign limited liability partnership's
authority to carry on, conduct or transact business shall be annulled.

(6) For the purposes of this subparagraph, a foreign limited liability
partnership which was formed and filed the notice required to be filed
under subdivision (a) of this section 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 foreign limited liability partnership was
formed and filed the notice required to be filed under subdivision (a)
of this section on or after January first, nineteen hundred ninety-nine
and prior to such effective date and the foreign 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 foreign limited liability partnership was
formed and filed the notice required to be filed under subdivision (a)
of this section prior to January first, nineteen hundred ninety-nine,
without regard to whether the foreign 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.

(g) The filing of a withdrawal notice by a New York registered foreign
limited liability partnership pursuant to subdivision (e) of this
section, a revocation of status pursuant to subdivision (f) of this
section and the filing of a notice of amendment pursuant to subdivision
(i) of this section shall not affect the applicability of the laws of
the jurisdiction governing the agreement under which such foreign
limited liability partnership is operating (including laws governing the
liability of partners) to any debt, obligation or liability incurred,
created or assumed while the foreign limited liability partnership was a
New York registered foreign limited liability partnership. After a
withdrawal or revocation of registration, the foreign limited liability
partnership shall for all purposes continue to be a foreign partnership
without limited partners under the laws of this state.

(h) The department of state shall remove from its active records the
notice of any New York registered foreign limited liability partnership
whose notice has been withdrawn or revoked.

(i) A notice or statement filed with the department of state under
this section may be amended or corrected by filing with the department
of state a notice of amendment executed in accordance with subdivision
(c) of this section. No later than ninety days after (i) a change in the
name of the New York registered foreign limited liability partnership or
(ii) a partner of the New York registered foreign limited liability
partnership becomes aware that any statement in a notice or statement
was false in any material respect when made or that an event has
occurred which makes the notice or statement inaccurate in any material
respect, the New York registered foreign limited liability partnership
shall file a notice of amendment. The filing of a notice 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
originally filed a notice under this section and (ii) the date of filing
its initial registration or statement.

(i-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 New York registered foreign limited liability partnership
served upon him or her, and/or the email address to which the secretary
of state shall email a notice of the fact that process against it has
been electronically served upon the secretary of state, and/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, and/or the email address being
changed is the email address of a person, partnership or other
corporation whose email address, as agent, is the email address to be
changed, and/or who has been designated as registered agent of such
registered foreign 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 New York registered foreign
limited liability partnership; (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, and/or to whose email address the
secretary of state is required to mail a notice of the fact that process
against it has been electronically served upon the secretary of state,
and/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.

(j) The filing of a notice of amendment pursuant to subdivision (i) of
this section with the department of state shall not alter the effective
date of the notice being amended or corrected.

(k) Each foreign limited liability partnership carrying on or
conducting or transacting business or activities in this state shall use
a name which contains without abbreviation the words "Registered Limited
Liability Partnership" or "Limited Liability Partnership" or the
abbreviations "R.L.L.P.", "RLLP", "P.L.L.", "PLL", "L.L.P." or "LLP";
provided, however, the partnership may use any such words or
abbreviation, without limitation, in addition to its registered name.

(l) Subject to the constitution of this state, the laws of the
jurisdiction that govern a foreign limited liability partnership shall
determine its internal affairs and the liability of partners for debts,
obligations and liabilities of, or chargeable to, the foreign limited
liability partnership; provided that (i) each partner, employee or agent
of a foreign limited liability partnership who performs professional
services in this state on behalf of such foreign limited liability
partnership shall be personally and fully liable and accountable for any
negligent or wrongful act or misconduct committed by him or her or by
any person under his or her direct supervision and control while
rendering such professional services in this state and shall bear
professional responsibility for compliance by such foreign limited
liability partnership with all laws, rules and regulations governing the
practice of a profession in this state and (ii) each shareholder,
director, officer, member, manager, partner, employee or agent of 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 that is a partner, employee or agent of a
foreign limited liability partnership who performs professional services
in this state on behalf of such foreign limited liability partnership
shall be personally and fully liable and accountable for any negligent
or wrongful act or misconduct committed by him or her or by any person
under his or her direct supervision and control while rendering
professional services in this state in his or her capacity as a partner,
employee or agent of such foreign limited liability partnership and
shall bear professional responsibility for compliance by such foreign
limited liability partnership with all laws, rules and regulations
governing the practice of a profession in this state. The relationship
of a professional to a foreign limited liability partnership with which
such professional is associated, whether as a partner, employee or
agent, shall not modify or diminish the jurisdiction over such
professional of the licensing authority and, in the case of an attorney
and counsellor-at-law or 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 engaged in the practice of law,
the courts of this state. A limited partnership formed under the laws of
any jurisdiction, other than this state, which is denominated as a
registered limited liability partnership or limited liability
partnership under such laws shall be recognized in this state as a
foreign limited partnership but not as a foreign limited liability
partnership or a New York registered foreign limited liability
partnership. Except to the extent provided in article eight of the
limited liability company law, a partnership without limited partners
operating under an agreement governed by the laws of any jurisdiction,
other than this state, which is denominated as a registered limited
liability partnership or a limited liability partnership under such
laws, but is not a foreign limited liability partnership, shall be
recognized in this state as a foreign partnership without limited
partners, but not as a foreign limited liability partnership or a New
York registered foreign limited liability partnership.

(m) A foreign limited liability partnership carrying on or conducting
or transacting business or activities in this state without having filed
a notice pursuant to subdivision (a) of this section may not maintain
any action, suit or special proceeding in any court of this state unless
and until such foreign limited liability partnership shall have filed
such notice and paid all fees that it would have been required to pay
had it filed a notice pursuant to subdivision (a) of this section before
carrying on or conducting or transacting business or activities as a New
York registered foreign limited liability partnership in this state and
shall have filed proof of publication pursuant to subdivision (f) of
this section. The failure of a foreign limited liability partnership
that is carrying on or conducting or transacting business or activities
in this state to comply with the provisions of this section does not
impair the validity of any contract or act of the foreign limited
liability partnership or prevent the foreign limited liability
partnership from defending any action or special proceeding in any court
of this state.

(n) A foreign limited liability partnership, other than a foreign
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 foreign 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. No foreign limited liability
partnership shall engage in any profession or carry on, or conduct or
transact any other business or activities in this state other than the
rendering of the professional services or the carrying on, or conducting
or transacting of any other business or activities for which it is
formed and is authorized to do business in this state; provided that
such foreign limited liability partnership may invest its funds in real
estate, mortgages, stocks, bonds or any other type of investments;
provided, further, that a foreign limited liability partnership (i)
authorized to practice law may only engage in another profession or
other business or activities in this state or (ii) which is engaged in a
profession or other business or activities other than law may only
engage in the practice of law in this state, 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.

(o) No foreign limited liability partnership may render a professional
service in this state except through individuals authorized by law to
render such professional service as individuals in this state.

(p) 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.

(q) Each partner of a foreign limited liability partnership which
provides medical services in this state must be licensed pursuant to
article 131 of the education law to practice medicine in the state and
each partner of a foreign limited liability partnership which provides
dental services in the state must be licensed pursuant to article 133 of
the education law to practice dentistry in this state. Each partner of a
foreign limited liability partnership which provides veterinary service
in the state shall be licensed pursuant to article 135 of the education
law to practice veterinary medicine in this state. Each partner of a
foreign limited liability partnership which provides professional
engineering, land surveying, geological services, 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. Each partner of a foreign
limited liability partnership formed to provide public accountancy
services as a firm, whose principal place of business is in this state
and who provides public accountancy services, must be licensed pursuant
to article 149 of the education law to practice public accountancy in
this state. Each partner of a foreign limited liability partnership
which provides licensed clinical social work services in this state must
be licensed pursuant to article 154 of the education law to practice
licensed clinical social work in this state. Each partner of a foreign
limited liability partnership which provides 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 foreign limited liability partnership which provides
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 foreign limited
liability partnership which provides 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 foreign limited liability partnership which provides psychoanalysis
services in this state must be licensed pursuant to article 163 of the
education law to practice psychoanalysis in this state. Each partner of
a foreign limited liability partnership which provides applied behavior
analysis services in this state must be licensed or certified pursuant
to article 167 of the education law to practice applied behavior
analysis in this state. A foreign limited liability partnership formed
to lawfully engage in the practice of public accountancy as a firm, as
such practice is defined under article 149 of the education law, shall
be required to show (1) that a simple majority of the ownership of the
firm, in terms of financial interests and voting rights held by the
firm's owners, belongs to individuals licensed to practice public
accountancy in some state, and (2) that all partners of the foreign
limited liability partnership whose principal place of business is in
this state, and who are engaged in the practice of public accountancy in
this state, hold a valid license issued under section seventy-four
hundred four of the education law. For purposes of this subdivision,
"financial interest" means capital stock, capital accounts, capital
contributions, capital interest, or interest in undistributed earnings
of a business entity. Although firms registered with the education
department may include non-licensee owners, a registered firm and its
owners must comply with rules promulgated by the state board of regents.
Notwithstanding the foregoing, a firm registered with the education
department may not have non-licensee owners if the firm's name includes
the words "certified public accountant," or "certified public
accountants," or the abbreviations "CPA" or "CPAs". Each non-licensee
owner of a firm that is formed under this section shall be (1) a natural
person who actively participates in the business of the firm or its
affiliated entities, or (2) an entity, including, but not limited to, a
partnership or professional corporation, provided that each beneficial
owner of an equity interest in such entity is a natural person who
actively participates in the business conducted by the firm or its
affiliated entities. For purposes of this subdivision, "actively
participate" means to provide services to clients or to otherwise
individually take part in the day-to-day business or management of the
firm or an affiliated entity.