We provide a complete filing service for Professional Corporations, Professional Limited Liability Companies, or the Registration of a Limited Liability Partnership, including obtaining the necessary consents prior to filing, the refiling of a certified copy after filing with the Secretary of State, and completion of publication requirements, when applicable.

Use our convenient ONLINE worksheets, or download the worksheet and return it to us with your credit card information by fax, or mail with your Certified or Attorney check or money order.

GET A COMPLETE LIST OF THE APPLICABLE FEES FOR EACH TYPE OF ENTITY, by downloading the worksheet for review.

Here is some important information regarding the detailed differences, provisions and procedures you must consider before you choose how to set up the professional practice. If after reviewing the following information, you still have questions, please contact our Corporate Department and we will be glad to assist you.

INFORMATION REGARDING

PCs and PLLCs

Licensed professionals may set up a professional service corporation (PC), a professional service limited liability company (PLLC) or a registered limited liability partnership (LLP) if they want to be incorporated, organized as a limited liability company or registered as a limited liability partnership. Licensed professionals may not set up a general business corporation if providing professional services. There are a number of exceptions to the general rule prohibiting the practice of the professions by an entity that is not specifically established to provide professional services such as a professional services corporation. One such exception is a hospital that is authorized to provide health services pursuant to the public health law. Other exceptions include entities established to offer Optometry, Ophthalmic Dispensing, Massage Therapy, Pharmacy, Speech-Language Pathology and Audiology services.

Except where specifically authorized by law, a general business corporation may not:

• provide professional services to the public;
• exercise any judgment over the delivery of professional services;
• have employees who offer professional services to the public;
• hold itself out as offering professional services
• share profits or split fees with licensed professionals.
• A general business corporation may employ licensed professionals to provide in-house on site services to its own employees, but can not provide such services to the public.
• A general business corporation may provide services used by professionals, but there must be a clear distinction between who is providing professional services and who is providing the management services. Failing to do so may result in professional misconduct and/or unlicensed practice of the profession. For example, the corporation may:
  • find jobs for licensed professionals;
  • find licensed professionals for potential employers; and
  • manage the services of licensed professionals, including providing services to the professional for a fee, e.g., scheduling or billing.

Professions Under Jurisdiction of the New York State Education Department

If you are practicing a licensed profession in New York State, the requirements for starting a new business, or registering a business are different.   Although the certificate of incorporation or articles of organization are filed with the Secretary of State, Article 15 BCL and Article 12 LLCL place certain responsibilities with the “Licensing Authority”, which in the case of the following professions is the Office of the Professions, NYS Education Department:

With the exception of the professions of professional engineering, architecture, landscape architecture and land surveying, any or all of which may be practiced by a single corporation, no professional service corporation may be formed to practice more than one of the other professions listed above unless it is a single-shareholder PC where the only shareholder is licensed in more than one profession.

• A PC may not serve as a management services corporation and may only provide services in its field. (professions cannot be combined under one corporation).
• When chosing a name for a PC or PLLC the profession(s) to be practiced must be clearly indicated and obvious to the public.
• The name must end with “P.C.” for a Professional Corporation or “PLLC or LLC” for a Professional Limited Liability Company.

* Licensees in these professions may not form a PLLC or LLP to practice multiple professions.

INFORMATION REGARDING REGISTERED PROFESSIONAL LIMITED LIABILITY PARTNERSHIPS (LLP)

This type of professional entity is a existing partnership of professionals that registers with the Secretary of State under Article 8-B of the Partnership Law.  To register (and be afforded some additional protection for its members from liability) only requires filing with the Secretary of State and providing the Office of the Professions with a certified copy of the Certificate of Registration.  However, LLPs should comply with State Education Department requirements, unless it is engaged in the practice of Law. Listed below are some of the basic requirements:

• The proposed name of the partnership should indicate the profession or professions practiced and the services to be provided, without being deceptive or misleading.
• If the proposed name of the partnership includes a reference to a specialized area of professional practice, satisfactory evidence should be available and provided showing the authority to use such specialty designation.
• The name of the partnership may not contain the name of a deceased person unless: such person’s name was part of the partnership name at the time of such person’s death or such person’s name was part of an existing partnership and at least two-thirds of such partnerships partners become partners of the limited liability partnership.

There may be multiple professional disciplines practiced by a registered limited liability partnership 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 (Engineering, Architecture, Land Surveying and Landscape Architecture) may also practice multiple professional disciplines in a registered limited liability partnership provided that there is a partner licensed to practice every professional service offered by the limited liability partnership.

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.

LLPs Practicing the Licensed Profession of Public Accountancy

All partnerships practicing Public Accountancy, including LLPs, must, under Section 7408 of Education Law, register with the New York State Board for Public Accountancy. For an application or further information on CPA/PA partnerships, contact the State Board for Public Accountancy.