In New York, a partnership without limited partners, where each of the partners is a professional authorized by law to render a professional service within the state, may register as a limited liability partnership (LLP) by filing a notice of registration with the Department of State.
Required Information for Notice of Registration
A basic notice of registration for a New York limited liability partnership must include the following information:
- The name of the LLP
- The address of the principal office
- The profession to be practiced
- A statement that the partnership is eligible to register as a registered limited liability partnership
- A designation of the Secretary of State as agent and the address for service of process
- A statement that the partnership without limited partners is filing this registration for status as a registered limited liability partnership
In addition to the above, a foreign limited liability partnership must also set forth:
- The date on which and the jurisdiction in which it registered as a limited liability partnership
- A statement that its registration is effective in the jurisdiction in which it registered at the time of filing
The notice must also be accompanied by either a copy of the last registration filed by the foreign limited liability partnership or a certificate issued by the jurisdiction where it registered that indicates that the foreign limited liability partnership has filed a registration which is effective on the date of filing.
A notice of registration must be signed by a partner and there is an associated publication requirement.
Acceptable LLP endings are R.L.L.P, RLLP, L.L.P., LLP, Registered Limited Liability Partnership and Limited Liability Partnership.
How Registration of N.Y. LLPs Differs From Filings for Other Entity Types
A notice of registration is somewhat unique in that it is a notice and is not considered as a “filing” comparable to an incorporation or formation. As such, it adheres to different standards than other business entity types in the following respects:
- LLP names are not verified for availability and cannot be reserved.
- LLP names can contain restricted or prohibited words without requiring the usual departmental consent.
- Certificates of Good Standing cannot be issued, however, a Certificate of Fact showing filing may be obtained.
- Certificates of Assumed Name, under Section 130 of the General Business Law, cannot be filed.
A notice of registration that lists a profession regulated by the Education Department is required to file a copy of the filed notice, along with a listing of all the partners, with the Office of the Professions.
Ongoing State Compliance
A domestic or foreign New York LLP is required to file a statement update, which corresponds to a biennial statement for a corporation, every five years from the date of the filing of the notice of registration. Failure to do so will result in a revocation of registration. The revocation may be annulled by filing the delinquent statement update with the Department of State followed by the filing of a formal request in letter form (called a “consent”) that the revocation be cancelled.
As you can see, there are some substantial differences in New York’s requirements for registering and maintaining limited liability partnerships compared to other entity types. Being aware of these requirements can help you to choose the right type of business entity, as well as reduce the chances of rejection upon submission.
This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.
