Section 121-1502. New York registered foreign limited liability partnership  


Latest version.
  • (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;  (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 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. 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 certificate of consent certifying that either
      a statement required by this subdivision has been filed  or  accompanies
      the  certificate  of  consent and all fees imposed under this chapter on
      the New York registered foreign limited liability partnership have  been
      paid. The filing of such certificate of consent 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 certificate of consent. The filing
      of  a  certificate  of  consent  shall  be accompanied by a fee of fifty
      dollars and if accompanied by a statement,  the  fee  required  by  this
      subdivision. 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 shall have filed a certificate of consent 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 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 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 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,    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  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.