F. LLC - Professional Service LLC

Question 1

What purpose may PLLCs be formed?*

Answer 1

For business/activity for which LLC may be formed

For certain single purposes

• Lawyers
• Doctors
• Dentists
• Vets
• Engineers/Land surveyors/Architects
• Licensed social workers

Question 2

What is the rule of liability of Members of PLLCs?*

Answer 2

1) For negligent/wrongful act/misconduct!!!

2) Committed by either;
- Himself!!!
- Other person!!!

3) Under his direct supervision/control (otherwise NOT liable)!!!
4) While rendering professional services on behalf of PLLC (NOT for contractual debts)

Question 3

What is required for formation of PLLCs?*

Answer 3

1) File Articles of Organisation w/ SoS including;
- Company name ending with ‘Professional Limited Liability Company/Limited Liability Company/P.L.L.C./PLLC/L.L.C./LLC’
- Professional services to be provided
- Names + Addresses of Members and Managers

2) Certificate issued by Licensing Authority/comparable authority
- Certifying each Member + Manager is allowed to practise

3) File Certificate of Incorporation w/ SoS
- Names + Addresses of Corporation’s SHs/Ds/Officers
- Attach Certificates issued by Licensing Authority

4) File Proof of Publication w/ SoS
- Within 120 days after PLLC is formed
- OTHERWISE suspension of PLLC’s business in NY
- BUT NOT limit/impair validity of PLLC’s contracts/acts/defences
- BUT NOT impose liability on Partners for PLLC’s contractual obligations/liabilities

5) Corporate docs must be signed by responsible licensed professional