Establish a Professional Limited Liability Company (PLLC) in New York

As a licensed professional in New York, you can organize your business as a professional service limited liability company (PLLC). While other states might refer to this as a professional limited liability company, New York uses the term PLLC.

Forming a PLLC can offer protection against various types of liability and potentially provide tax benefits compared to other business structures.

Definition of a New York PLLC

A New York PLLC is a limited liability company (LLC) specifically created by individuals who offer professional services licensed by the state of New York. Generally, an LLC is a business registered with the state, owned by one or more individuals or entities, called “LLC members.” Like other LLCs, PLLCs protect their members from certain financial debts and personal injury claims.

For professional assistance, consult a Business Law Attorney.

New York PLLCs operate under Article 12 of New York’s Limited Liability Company Law: N.Y. Ltd. Liab. Co. Law §§?1201 et seq. (2024).

Professional Services

Under New York law, a “professional service” is broadly defined as any service that can legally be provided by a licensed professional. This includes:

• Medicine
• Dentistry
• Podiatry
• Optometry
• Veterinary Medicine
• Nursing
• Psychology
• Physical Therapy
• Chiropractic
• Engineering, Land Surveying, Architecture
• Accountancy
• Social Work
• Marriage and Family Therapy
• Mental Health Counseling
• Psychoanalysis
• Applied Behavioral Analysis
• Law

(N.Y. Ltd. Liab. Co. Law §§?1203 et seq. (2024))

Requirements for a PLLC in New York

Naming Restrictions

Your PLLC’s name must comply with New York’s specific naming rules. It should end with “Professional Limited Liability Company,” “Limited Liability Company,” “P.L.L.C.,” “PLLC,” “L.L.C.,” or “LLC.”

Membership and Service Restrictions

Only licensed professionals can be members of a PLLC. If a member loses their license, they must relinquish their position and financial interest in the PLLC.

A PLLC must repurchase the interest of any member who dies or becomes disqualified unless the interest is transferred to another authorized professional.

Services provided must be those outlined in the PLLC’s articles of organization and performed by licensed individuals.

Special Rules for CPA Firms

For CPA firms, the majority ownership must be held by licensed accountants, and all members practicing in New York must be licensed in the state.

Forming a New York PLLC

Choose a Name

Ensure the name meets the state’s requirements and is distinguishable from existing business names. The name can be reserved for 60 days by submitting an Application for Reservation of Name with a $20 fee.

File Articles of Organization

Submit Articles of Organization to the New York Department of State (DOS), including:

• PLLC name
• Principal office location
• Registered agent designation
• Professional services to be offered
• Names and addresses of members and managers

Attach certificates proving the members’ and managers’ authorization to practice the profession. The filing fee is $200.

Notify Licensing Authority

Send a certified copy of the articles to the relevant licensing authority within 30 days of filing.

Publish Notice

Within 120 days, publish a copy of the articles or a notice in two newspapers designated by the county clerk, once a week for six weeks. Submit a Certificate of Publication to the DOS with a $50 fee.

Draft an Operating Agreement

Adopt a written operating agreement within 90 days of filing articles of organization, outlining the business conduct, member rights, and responsibilities.

Comply with Additional Requirements

Ensure compliance with licensing, tax, and regulatory requirements, including maintaining professional licenses and paying necessary taxes.

Liability Protection and Insurance

A PLLC provides liability protection for debts and malpractice claims of other members. However, members remain liable for their own malpractice and should maintain professional liability insurance.

PLLC vs. Professional Corporation (PC)

New York allows the formation of both PLLCs and PCs, with PLLCs often preferred due to simpler formation and operation procedures.

Zeus Estate Planning can assist in setting up your PLLC, ensuring compliance with all legal requirements, and providing guidance on liability protection and tax advantages.