(Art Credit: Karen Fischer)

1. Determine if a New York PLLC is Right for You.

a. Professional Limited Liability Companies (“PLLCs”) are typically used for health, design, and other licensed professions.

b. PLLCs may only provide services in one field, with an exception for Architecture, Land Surveying, Professional Engineering, Geology, and/or Landscape Architecture.

c. Consider alternate professional service entities such as a Professional Corporation (“PC”) or Design Professional Corporation (“DPC”).

d. Consider a foreign PLLC if you have an existing PLLC in another state.

e. Speak with a tax professional about your plans and the entity that is best suited to promote them.

Note on hyperlinks: Many regulations for professional business entities are the same for Professional Corporations (“PCs”) and PLLCs. The New York State Education Department Office of Professions often refers to PCs exclusively, despite the regulations being applicable to PLLCs.

2. Choose a Name.

a. Consider the restrictions on your business name.

b. Choose a business name that is not already registered with the New York Department of Corporations.

3. Request Authority to Form the Entity from the Office of Professions.

a. Note specific filing instructions and filing tips.

b. Complete the Professional Practice Entity (PPE) Contact Information Form.

c. Complete the Business Name Professional Practice Entity (PPE) Affidavit.

d. Complete the Articles of Organization but do not file them with the New York Department of Corporations yet. Electronic signatures are not accepted.

e. Mail a Certificate of Authority request with the three forms and appropriate fee to the NY Office of Professions ($10 for most professions).

f.   Do not send cash. Make your check or money order payable to the New York State Education Department. Personal checks are accepted. Your canceled check is your receipt.

g. Note that the current wait is 10-12 weeks.

h. You may contact the Office of Professions for assistance at 518-474-3817, ext. 400 on Tuesdays and Thursday or opcorp@nysed.gov.

Note for attorneys forming a PLLC for their own practice: request a Certificate of Good Standing instead of a Certificate of Authority.

4. File the Article of Organization with the NY Department of State.

a. Once you have the Certificate of Authority, file the Articles of Organization, the Certificate of Authority, and the Payment Authorization with request for a certified copy with the New York State Department of State (filing fee of $200.00, $25.00 for certified copy).

b. For fastest results, file by fax to 518-473-2492 with a request for Expedited Handling ($25.00 for expedited handling).

5. Complete Registration with the Office of Professions.

a. File the Certified Copy of the Articles of Organization with the Office of Professions.

b. Confirm your business is listed on official professional business entity database.

6. Request an EIN

a. Request an Employer Identification Number (EIN) with the IRS.

b. This will allow your business to open a bank account, obtain traditional loans and financing, and file taxes.

7. Publish Notice of the Formation of Your PLLC.

a. Contact the County Clerk (New York County, Kings County) to find out which newspapers you must publish notice of your PLLC in.

b. Contact the prescribed newspapers and request publication of your notice for six consecutive weeks (publication fees differ but are generally $400.00 - $750.00 for each notice).

c. Submit a Certificate of Publication with your proofs of publication from the newspapers with the New York Department of State (filing fee: $50.00).

8. Draft and Adopt an Operating Agreement.

a. An Operating Agreement is a legal document establishing the internal rules of the business. They typically include provisions on the business purpose, admitting members, capital contributions and distributions, and management structure.

b. Draft and adopt an operating agreement. You can find sample operating agreements (and additional resources) on the SCORE website to give you a sense of what they entail; consult an attorney for up-to-date information and guidance specific to your needs.

*You can draft and adopt the Operating Agreement when you file the Articles of Organization (you don’t have to wait for publication to be complete).

9. Maintain Your Entity

a. Biennial Statements with the New York Department of State and Renewals with the Office of Professions.

b. Report changes to the Office of Professions.

10.  Consult a Small Business Attorney

An experienced attorney can:

a. Help you decide on the best business entity for your needs;

b. Choose a proper name;

c. Complete all filings and registrations;

d. Prepare Operating Agreements, biennial statements, and other required filings; and

e. Give you peace of mind throughout the process so you can focus on your business.

Disclaimer

The information in this guide is not legal advice and is not intended to be relied upon as legal advice. The guide highlights some essential steps; it does not cover all the related laws and regulations. This guide was last updated on June 20, 2022 and some of the information may have since changed. If you have a legal issue, you should not rely on this information and instead speak to an attorney.