Legal Guides

Free New York PLLC Operating Agreement Template Form

Under New York State Limited Liability Company Law, the members of a Professional Service Limited Liability Company (PLLC) are required to adopt a written operating agreement within 90 days of its formation. This foundational document governs the internal affairs of your practice, outlines member voting rights, establishes structural rules, and serves as a vital tool in protecting your personal assets from corporate liabilities. Below is a basic operating agreement template designed specifically for New York licensed professionals. For additional templates, checklists, and guides, visit our New York PLLC Legal Resource Center.

Important Legal Disclaimer

This template is provided for general informational purposes only, is not legal advice, and should not be used as a substitute for consulting with a qualified attorney. Use of this template form does not create an attorney-client relationship with James Hsui, PLLC.

This form contemplates a very basic approach to the operations and internal affairs of a New York PLLC. It may not be suitable or desirable for the specific needs of your practice or its stakeholders, especially if it is a multi-member PLLC. You are not required to use this form, and if you decide to do so, you do so entirely at your own risk. We make no guarantees and will not be responsible for any result that is not to your liking. While this form can be used as an operating agreement for a PLLC, an operating agreement is a legally binding contract that can significantly affect your rights and obligations; you should never sign a contract that you do not fully understand.

Table of Contents

OPERATING AGREEMENT OF [COMPANY NAME]

A NEW YORK PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY

This Professional Service Limited Liability Operating Agreement is made by and amongst the Company, the signatories to this Agreement, any Person who is subsequently admitted as a Member according to the terms and conditions of this Agreement, any Person who is elected as a Manager or appointed as an Officer according to the terms and conditions of this Agreement, any Person who is an assignee under this Agreement, any Person who subsequently subscribes to or agrees to be bound by this Agreement, and any other Person who is bound by this Agreement under the Act or applicable law (the terms “Agreement,” “Company,” “Person,” “Member,” “Manager” and “Officer,” used in this Agreement, have the meanings set forth in Section 1.1, below).

NOW, THEREFORE, in consideration of the covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending legally and equitably to be bound, hereby adopt this Agreement for the Company under the laws of the State of New York, upon the terms and subject to the conditions set forth herein.

ARTICLE I: INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

  • “Act” means the New York Limited Liability Company Law, as amended from time to time.
  • “Agreement” means this Operating Agreement of [Company Name], as amended from time to time.
  • “Capital Account” means, in respect of any Member, the capital account that the Company establishes and maintains for such Member in accordance with Section 3.1.
  • “Code” means the Internal Revenue Code of 1986, as amended from time to time.
  • “Company” means [Company Name], formed pursuant to the Act, and governed pursuant to this Agreement.
  • “Economic Interest” means an economic interest that is represented by a Percentage Interest, which includes the right to a share of the profits and losses of the Company and to receive distributions from the Company, but not any interests or rights represented by a Management Interest.
  • “Entity” means a Person other than an Individual.
  • “Individual” means a human being.
  • “Member” means each of the initial members of the Company and any Person admitted to membership pursuant to Section 6.1, who has not resigned or withdrawn from the Company, or has not ceased to be a member of the Company for any other reason.
  • “Management Interest” means all non-economic interests represented by a Percentage Interest, including the right to participate in the management of the business and affairs of the Company, and the right to vote on, consent to, or otherwise participate in any decision or action of the Members under the Act or this Agreement.
  • “Manager” means an Individual who has been elected to serve as a member of the board of Managers, to which management of the Company has been vested pursuant to Article VIII.
  • “Officer” means an Individual to whom executive powers and duties have been delegated pursuant to Article X.
  • “Party” means the Company, a Member, or a Person who has subsequently agreed to abide by and be subject to this Agreement, and in the plural, every Person who is a Party.
  • “Person” means an Individual, partnership, limited partnership, limited liability partnership, limited liability company, association, firm, company, corporation, trust, association, state or public agency or instrumentality, or any other entity.
  • “Percentage Interest” means a Member’s aggregate rights in the Company as provided in Section 4.1.
  • “Profession” means the profession of [Licensed Profession].
  • “Termination Event” means any event described in Section 12.1 that subjects all or any part of Person‘s Economic Interest or Management Interest to be subject to redemption.
  • “Transfer” with respect to Management Interest or Economic Interest, includes a sale, assignment, conveyance, donation, bequest, attachment or other disposition of such interest, whether made voluntarily or involuntarily.
  • “Treasury Regulations” means the regulations of the United States Department of the Treasury as promulgated under the Code, as the same may be amended from time to time.
1.2 Construction

Unless the context clearly indicates otherwise

  • singular nouns and pronouns shall be deemed to include plural nouns and pronouns, and vice versa;
  • nouns and pronouns of the masculine, feminine or neuter genders shall be deemed to include the masculine, feminine and neuter genders;
  • the conjunction “or” shall be deemed to be used both disjunctively and conjunctively;
  • the terms “includes” and “including,” and any variations thereof, shall not be given a restrictive meaning, but rather deemed to be followed by the words “without limitation”; and
  • any references to articles, paragraphs, subparagraphs, sections, subsections or annexes are to those of this Agreement.
1.3 Headings

The headings are inserted for convenience only, and shall not affect the construction of this Agreement.

ARTICLE II: THE COMPANY

2.1 Formation

The Members have organized a professional service limited liability company under the laws of the State of New York by causing its Articles of Organization to be filed with the New York Department of State, Division of Corporations, and by entering into this Agreement.

The rights and obligations of the Members, any Person admitted to membership in the Company in accordance with this Agreement, and any Person who subscribes to or agrees to be bound by this Agreement, shall be determined pursuant to the Act, the Articles of Organization and this Agreement.

2.2 Name

The name of the Company is “[Company Name].” The Company may do business under that name and, as permitted by and in compliance with applicable law, any other name that the Managers deem appropriate or advisable.

2.3 Term

The Company was formed as of the [Date of Formation], and its existence shall be perpetual, unless sooner terminated as provided in Section 14.1. This Agreement shall enter into force on the date it is signed by the Initial Member and remains in force for the existence of the Company.

2.4 Offices

The principal office of the Company shall be located in the State of New York, or such other place determined from time to time by the Manager. The Company may establish offices within or without the State of New York as determined from time to time by the Managers.

2.5 Purposes and Powers

The purpose of the Company is to engage in the practice of the Profession.

Subject to the laws, rules and regulations governing the Profession, the Company may also engage in any lawful act or activity for which limited liability companies may be organized under the applicable law, and as determined from time to time by the Managers.

The Company may exercise all powers, and may do all such acts or things, useful, incidental or conducive to the attainment of the purpose of the Company.

ARTICLE III: ACCOUNTING MATTERS

3.1 Capital Accounts

The Company shall establish a capital account for each Member. Each Capital Account shall be maintained and adjusted in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations and the provisions of this Agreement. Upon each distribution of property by the Company to a Member, the Capital Accounts of the Members shall be adjusted to the extent necessary by, and in a manner consistent with, Treasury Regulation Section 1.704(b)(2)(iv)(e).

3.2 Fiscal Year

The Company’s fiscal year shall be the calendar year, beginning on the first day of January and ending on the last day of December.

3.3 Partnership Representative

In the event the Company has two (2) or more Members, the Members shall elect a “partnership representative” by a plurality of votes, in accordance with Section 6223(a) of the Code.

3.4 Tax Election

The Company elects to be taxed as a partnership so long as there is more than one Member; in the event that there is only one (1) Member, the Company elects to be taxed as a disregarded entity.

3.5 Valuation

Any determination of fair market value shall be determined by a certified public accountant, or an MAI certified member of the American Appraisal Institute, retained in the absolute discretion of the Managers, whose determination shall be binding and conclusive.

ARTICLE IV: CAPITAL

4.1 Percentage Interest

A Member’s aggregate rights in the Company shall be represented by a Percentage Interest, which shall be expressed as a percentage determined by dividing the amount of the balance of the Member’s positive Capital Account by the aggregate balances of the positive Capital Accounts of all Members. This Percentage Interest is comprised of an Economic Interest and a Management Interest.

4.2 Initial Capital Contribution

As of the date this Agreement entered into force, the Members heretofore have made initial capital contributions reflected in Annex A hereto. A list in the form of Annex A shall be updated from time to time to reflect the initial capital contributions of Members subsequently admitted to the Company and additional capital contributions made by Members pursuant to Section 4.3 of this Agreement.

4.3 Additional Contributions

Members shall not be required to contribute additional capital or make any loan to the Company.

If, in the sole discretion of the Managers, it is determined that additional capital is required for the business of the Company and a specific amount of such capital should be raised from the Members, such additional capital contributions from the Members shall be made, in accordance with the following procedure:

  • first, each Member may contribute a portion of such specific amount in proportion to such Member’s Percentage Interest;
  • second, if any part of such specific amount remains uncontributed, a second round of voluntary contributions shall be called, with each Member who has made voluntary contributions pursuant to Section 4.3(a), entitled to contribute a portion of such part equal to a percentage determined by dividing such Member’s contribution in the previous round by the aggregate contributions in the previous round; and
  • if any part of such specific amount still remains uncontributed, the process set forth in Section 4.3(b) shall be repeated until no part remains uncontributed or no Member is entitled to contribute.
4.4 Form of Contributions

Capital contributions may be in the form of cash, property or services rendered, or promissory notes or other obligations to contribute cash or property, or to perform services. However, unless otherwise approved by the Managers, in their absolute discretion, on a case by case basis, capital contributions shall be in the form of cash only.

4.5 No Interest on Capital Contributions

No Member shall be entitled to receive any interest on such Member’s capital contributions.

4.6 No Right to Withdraw Capital Contributions

Except as otherwise provided in this Agreement, no Member shall be entitled to withdraw or receive contributions of or against its capital contributions without the prior consent of, and upon the terms and conditions agreed upon by, the Managers.

ARTICLE V: PROFITS, LOSSES AND DISTRIBUTIONS

5.1 Allocation of Profits and Losses

The Company’s income, gain, losses, deductions and credits for each fiscal year of the Company, shall be allocated amongst the Members in proportion to their respective Percentage Interests. Such allocation shall be for both book and tax purposes.

5.2 Distributions

Taking into account all debts, liabilities and obligations of the Company then due, working capital, and other amounts necessary or prudent for the conduct of the business of the Company or to place into reserves, cash available for distribution may be distributed at such time and in such manner as the Managers shall determine, in their absolute discretion, in proportion to the respective Percentage Interests of the Members. All distributions by the Company shall be made only to the Persons who, according to the lists maintained in the form of Annex A, are the holders of record of Economic Interests in respect of which such distributions are made on the actual date of distribution.

5.3 Limitations on Distributions

Notwithstanding anything to the contrary in this Agreement, no distribution shall be declared and paid unless, both before and after the distribution is made, the Company will have sufficiently liquid assets to pay off its liabilities as they become due in the ordinary course of business.

ARTICLE VI: MEMBERS

6.1 Admission

Notwithstanding anything contrary to this Agreement, no Person shall be admitted as a Member unless and until

Any Person holding any Economic Interest or Management Interest, who has not otherwise been admitted as a Member in accordance with this Section 6.1, shall be deemed an assignee whose rights shall be limited to those set forth in Section 11.4.

6.2 Resignation of Members

A Member may resign from the Company with the approval of the Members, upon recommendation by the Managers. The resignation of a Member shall be a Termination Event.

6.3 Death or Disqualification of Members

The death of a Member and the disqualification of a Member to practice the Profession shall each be a Termination Event. Additionally, in the event the Company has two (2) or more Members, and a Member dies or ceases to be authorized to practice the Profession, such Member, or such Member’s estate, as the case may be, shall not be entitled to exercise any rights arising out of such Member’s Management Interests, and shall only have the rights of an assignee whose rights shall be limited to those set forth in Section 11.4.

6.4 Management by Members

Subject to this Agreement, the management of the Company shall be vested in the Managers. However, to the extent no Manager has been elected, each Member shall be deemed a Manager of the Company.

6.5 List of Members

A list in the form of Annex A shall be maintained and updated from time to time, and within ten (10) business days of the admission, contribution of Capital Contributions, resignation, termination or death of a Member, to reflect the name, capital contributions, Percentage Interest, business or residence address, and electronic mail address of each Member. Each Member shall be responsible for ensuring that such Member’s addresses reflected in such list is recent and accurate. The list shall be the only evidence of a Member’s membership and Percentage Interest.

ARTICLE VII: MEETINGS OF MEMBERS

7.1 Meetings

The Company may hold, but shall not be required to hold annual, special or other meetings of Members. The Managers, or Members representing at least one-quarter (1/4) of the aggregate voting power of all Members, may call a meeting of Members.

7.2 Venue

Meetings of the Members may be held in any place, within or without the State of New York, as determined by the Managers. Members may participate by means of conference telephone or technology by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.

7.3 Votes

A Member shall have the voting power equivalent to such Member’s Percentage Interest. A Member’s right and power to vote for, consent, approve or take, any action, in any matter requiring the vote, consent, approval or action, of Members, shall be based on the votes such Member is entitled to exercise, and not on a per capita basis.

7.4 Notice

Written notice of the meeting stating the place, date and hour of the meeting, the person or persons calling the meeting, the purpose of the meeting, shall be given to Members not less than twenty-one (21) days or more than sixty (60) days before the date of the meeting. The attendance of any Member at a meeting without protesting the lack of notice, prior to the conclusion of the meeting, shall constitute a waiver of notice. A Member may waive notice at any time by submitting a signed waiver of notice.

7.5 Quorum

No business shall be transacted at any meeting unless a quorum is present when the meeting proceeds to business. The presence of Members representing more than a simple majority of the aggregate voting power of all Members shall constitute a quorum.

7.6 Voting

When a quorum is present, the simple majority vote of Members, present and entitled to vote, and voting, shall be sufficient to decide any question or matter before the Members, in their capacity as Members, except when a different vote is required by the Act or this Agreement.

7.7 Action without Meeting

Except as otherwise required by the Act or this Agreement, any question or matter that may be decided by the Members at a meeting may be decided without meeting, without prior notice and without vote, if consent in writing, setting forth the decision so made, shall be given by Members representing the minimum voting power necessary to make such decision at a meeting of the Members at which all Members entitled to vote were present and voted. Such consent shall be treated for all purposes as the decision of the Members.

7.8 Proxy Representation

Every Member may authorize one or more Members or Managers to act for such Member by proxy in all matters in which such Member is entitled to participate. Each proxy must be signed by the Member or such Member’s attorney-in-fact, and delivered to the Company prior to the Member’s participation by proxy. No proxy shall be valid after eleven (11) months from its date of execution, unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable, and if, and only as long as, it is coupled with an interest regardless of whether such interest is an interest in the Percentage Interest or in the Company generally. Notwithstanding anything to the contrary, any proxy or other arrangement by which a Person who is neither a Member nor a Manager has, or is granted, the right to exercise any rights represented by a Management Interest, shall be null and void.

7.9 Actions Requiring Special Authorization of the Members

Notwithstanding anything to the contrary, the following actions shall require the vote, consent or approval of Members representing a simple majority of the aggregate voting power of all Members:

ARTICLE VIII: MANAGERS

8.1 Management by Managers

The management of the Company shall be vested in a board of Managers, each of whom may, but need not, be a Member of the Company, but whom shall be an Individual. Except as required by the Act or provided in this Agreement, Members, in their capacity as Members, shall not be entitled to participate in the management of the business and affairs of the Company. Consistent with the foregoing, a Member is neither an agent of any Member nor an agent of the Company, and is not authorized to bind the Company.

8.2 Qualifications of Managers

No Person may serve as a Manager unless such Person is authorized to practice the Profession.

8.3 Number

The board of Managers shall consist of one (1) or more Managers of the Company, the number thereof to be determined from time to time by the Members.

8.4 Election

A Manager shall be elected by Members representing a plurality of the aggregate voting power of all Members.

8.5 Tenure

Except as otherwise provided by the Act or this Agreement, a Manager shall hold office until such Manager’s successor is elected and qualified, or until such Manager’s earlier death, resignation or removal.

8.6 Resignation and Removal

Subject to, and without prejudice to any rights to which the Company may be entitled in connection with, any agreement between a Manager and the Company, such Manager may resign at any time by giving sixty (60) days prior written notice to the Company, unless the Members consent to a shorter notice period. A Manager may be removed with or without cause by the Members.

8.7 List of Managers

A list in the form of Annex A shall be maintained and updated from time to time, and within ten (10) business days of the election, resignation, removal or death of a Manager, to reflect the name, business or residence address, and electronic mail address of each Manager. Each Manager shall be responsible for ensuring that such Manager’s addresses reflected in such list is recent and accurate.

ARTICLE IX: MEETINGS OF MANAGERS

9.1 Meetings

The Company may hold, but shall not be required to hold annual, special or other meetings of Managers. Managers representing at least one-third (1/3) of the aggregate voting power of all Managers, may call a meeting of Managers.

9.2 Venue

Meetings of the Managers may be held in any place, within or without the State of New York, as determined by the Managers. Managers may participate by means of conference telephone or technology by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.

9.3 Votes

Each Manager shall be entitled to one (1) vote.

9.4 Notice

Written notice of the meeting stating the place, date and hour of the meeting, the person or persons calling the meeting, the purpose of the meeting, shall be given to Managers not less than three (3) days or more than sixty (60) days before the date of the meeting. The attendance of any Manager at a meeting without protesting the lack of notice, prior to the conclusion of the meeting, shall constitute a waiver of notice. A Manager may waive notice at any time by submitting a signed waiver of notice.

9.5 Quorum

No business shall be transacted at any meeting unless a quorum is present when the meeting proceeds to business. The presence of Managers representing more than fifty-percent (50%) of the aggregate voting power of all Managers shall constitute a quorum.

9.6 Voting

When a quorum is present, the simple majority vote of Managers, present and entitled to vote, and voting, shall be sufficient to decide any question or matter before the Managers, except when a different vote is required by the Act or this Agreement.

9.7 Action without Meeting

Except as otherwise required by the Act or this Agreement, any question or matter that may be decided by the Managers at a meeting may be decided without meeting, without prior notice and without vote, if consent in writing, setting forth the decision so made, shall be given by every Manager entitled to vote on the question or matter to be decided. Such consent shall be treated for all purposes as the decision of the Managers.

9.8 Proxy Representation

Managers may not vote by proxy.

ARTICLE X: OFFICERS

10.1 Appointment

At any meeting of the Managers, the Managers may appoint one or more Individuals who shall serve as Officers of the Company, and serve at the pleasure of the Managers.

10.2 Authority of Officers

The Managers are vested with general authority to manage the business and affairs of the Company. However, the authority of the Managers to carry out and supervise the day-to-day operations of the Company are hereby delegated to one or more Officers of the Company. Except for the powers vested exclusively in said Officers, all Managers shall have the right to participate in the control and conduct of the Company’s business. The Officers shall have such titles, exercise such powers, and perform such duties as may be from time to time prescribed by the Managers, subject to the direction, guidance, discretion and authority of the Managers.

10.3 Designation

The Officers of the Company shall be a Managing Member, and such other Officers and subordinate Officers, as the Board may from time to time deem necessary or advisable.

10.4 Resignation and Removal

Subject to, and without prejudice to any rights to which the Company may be entitled in connection with, any agreement between an Officer and the Company, such Officer may resign at any time by giving thirty (30) days written notice to the Company, unless Managers consent to a shorter notice period. Subject to any agreement of employment or other agreement between an Officer and the Company, such Officer may be removed with or without cause by the Managers.

10.5 Managing Member

Subject to the control of the Managers and such supervisory powers and authority, if any, as may be given by the Managers, the Managing Member shall be the chief executive officer of the Company and shall act as the general manager of the Company, and shall have such duties and powers as are commonly incident or customary to those of a chief executive officer of a corporation and to those of a general manager of a partnership, and such additional duties and powers as may be prescribed by the Managers. The Managing Member shall preside, when present, at all meetings of Members and of the Managers. No Individual may serve as Managing Member unless such Individual is both a Member and Manager of the Company. Notwithstanding anything to the contrary in this Agreement, at any time the Company shall have only one Member, such Member shall serve as Managing Member.

10.6 List of Officers

A list in the form of Annex A shall be maintained and updated from time to time, and within ten (10) business days of the appointment, resignation, removal or death of an Officer, to reflect the name, business or residence address, and electronic mail address of each Officer. Each Officer shall be responsible for ensuring that such Officer’s addresses reflected in such list is recent and accurate.

ARTICLE XI: TRANSFERS

11.1 Transfer Restrictions

Except as expressly permitted or required in this Agreement, no holder of Economic Interests shall Transfer all or part of such interest to another Person, unless the Members, in their absolute discretion, upon recommendation by the Managers, have consented to the Transfer, and transferee, if not a Member, executes or has executed an agreement in the form of Annex C, indicating that the transferee has read the Agreement, knows and understands the terms of this Agreement, and agrees to abide by the terms and conditions of this Agreement. Subject to, and in accordance with, Section 11.3(c) no Transfer of Management Interests may be made without a proportional, and prior or contemporaneous, transfer of Economic Interests.

11.2 Transfers in Violation of Restrictions

Any Transfer of Management Interest or Economic Interest in violation of this Article XI, including Transfers in connection with divorce or dissolution of marriage or as a consequence of bankruptcy, shall be null and void, ab initio, and shall not be given effect. Additionally, such Transfer, including if a court of competent jurisdiction determines that a transfer in violation of this Article XI must be recognized, shall be deemed a Termination Event.

11.3 Effects of Transfer

A Transfer of Economic Interest or Management Interest, provided not in violation of this Agreement, shall have the following effect:

11.4 Rights of Assignee

An assignee’s rights, if any, shall be limited to an Economic Interest. Consistent with the foregoing, an assignee shall have no Management Interest, and shall not be entitled to exercise any other rights Members may be entitled to under this Agreement. An assignee may, but has no right to, become a Member.

11.5 List of Transferees

A list in the form of Annex A shall be maintained and updated from time to time to reflect the name, business or residence address, and electronic mail address of each transferee, and the date of transfer, the interest transferred, the name of the transferor, and the name of the Member whose Percentage Interest represents the transferred interest. Each transferee shall be responsible for ensuring that such transferee’s addresses reflected in such list is recent and accurate.

ARTICLE XII: TERMINATION EVENTS

12.1 Effect of Termination Events

The occurrence of any of the following events shall be a “Termination Event.” Upon the occurrence of a Termination Event with respect to a Person, some or all such Person’s Economic Interest or Management Interest, as the case shall be subject to redemption as follows:

12.2 Right and Obligation to Redeem

Subject to Section 12.4, in the event of a Termination Event, the Company shall have the right and obligation to purchase the entire portion of the Management Interests or Economic Interests subject to redemption as set forth in Section 12.1, and the holder of such interests has the right and obligation to sell such interest, within six (6) months of the Termination Event. The purchase price of such interests shall be determined in accordance with Section 12.3. Additionally, the Company may assign its right to purchase such interest to any Person authorized to practice the Profession, if such assignment is approved by the Members, in their absolute discretion, upon recommendation by the Managers. Closing shall occur at the principal office of the Company. Payment at closing shall be payable by cash, promissory note bearing interest at the “prime rate” as announced by the Wall Street Journal on the date of closing, or a combination of both. Cash shall be payable by wire transfer or by bank check; and the principal on the note shall be payable, without premium or penalty, in not more than five (5) equal annual installments beginning on the first anniversary of closing, in each case together with interest on the unpaid principal amount thereof on such date. Any purchase and sale of interests in accordance with this Section 12.2 shall not be deemed to violate Section 11.1.

12.3 Redemption Price

In the event of a Termination Event, the purchase price for Management Interests or Economic Interests subject to redemption shall be the book value of such interests as of the date of the Termination Event.

12.4 Single Member Company

In the event the Company has only one Member prior to a Termination Event, upon such Termination Event, such Member or former Member or estate of such former Member, as the case may be, shall have the option, exercisable in such Person’s absolute discretion, to cause the dissolution of the Company in lieu of the purchase and sale of Management Interests or Economic Interests set forth in Section 12.2.

ARTICLE XIII: LIABILITY AND INDEMNIFICATION

13.1 Limitation of Liability

Except as required by the Act or provided in this Agreement, neither a Member, Manager, Officer, nor agent of the Company shall be personally liable for, the debts, obligations, liabilities or expenses of the Company or each other, whether arising in contract, tort or otherwise.

13.2 Right to Indemnification

To the fullest extent permitted by the laws of the State of New York, as the same exists or may hereafter be amended, but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment:

  • the Company shall indemnify and hold harmless each Member, Manager, Officer, agent or employee of the Company, against all costs, liabilities, claims, expenses, including reasonable attorneys’ fees, and damages paid or incurred by such person in connection with the conduct of the Company’s business; and
  • each person who at any time is, or has been, a Member, Manager, Officer, agent or employee of the Company, and is threatened to be, or is, made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is, or was, a Member, Manager, Officer, agent or employee of the Company, or is serving, or has served, at the request of the Company as a manager, director, officer, member, employee of an Entity, shall be indemnified against all costs, liabilities, claims, expenses, including reasonable attorneys’ fees, and damages actually and reasonably incurred in connection with any such pending, threatened, or completed action, suit or proceeding.
13.3 Non-Exclusivity

The rights of any person entitled to be indemnified under this Article XIII, set forth in this Article XIII, shall not be exclusive of any other rights to which such person may have or hereafter acquire from time to time under any statute, agreement, or by approval of Members or disinterested Managers, or otherwise, nor shall such rights limit or affect any other such rights.

13.4 Survival

All rights of any person entitled to be indemnified under this Article XIII, set forth in this Article XIII, shall survive the dissolution of the Company.

ARTICLE XIV: DISSOLUTION AND WINDING UP

14.1 Dissolution Events

The Company shall be dissolved, its assets shall be disposed of, and its affairs wound up on the first to occur of the following:

  • the entry of a decree of judicial dissolution;
  • the vote or approval of the Members;
  • the sale of all or substantially all of the assets of the Company.
14.2 No Automatic Dissolution

Neither shall the death, retirement, resignation, bankruptcy, withdrawal or dissolution of a Member, nor shall the occurrence of any other event that results in a Member ceasing to be a Member of the Company, cause the Company to be dissolved or its affairs to be wound up; and, upon the occurrence of any such event, the Company shall continue without dissolution.

14.3 Winding Up

Upon the occurrence of any event specified in Section 14.1, the Company shall cease carrying on the business of the Company, except as necessary for winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Company shall not terminate, but rather shall continue until the winding up of the affairs of the Company is complete and the appropriate Certificate of Dissolution has been issued by the Secretary of State of the State of New York. The Managers, or, if none, the Members, shall be responsible for overseeing the winding up and liquidation of the Company.

14.4 Distributions Upon Winding Up

Upon the winding up of the affairs of the Company, the Company’s assets shall be distributed as follows:

Distributions to Members under this Section 14.4 may be in the form of cash or non-cash assets or both.

ARTICLE XV: MISCELLANEOUS PROVISIONS

15.1 Notices

Except as otherwise provided in this Agreement, any notice, request, approval, consent, demand or other communication required or permitted under the Act or this Agreement shall be given in writing by personal delivery; expedited delivery service with proof of delivery; first class, postage prepaid, registered or certified mail; to a party to the address of such party as indicated in the list of Members, Managers, Officers, and assignees maintained in the form of Annex A, or in the case of the Company, to the address of its principal office. A notice shall be deemed given and received either at the time of personal delivery, or in the case of delivery by mail, delivery service, or email, as of the date of first attempted delivery at the mailing or email address as provided in this Section 15.1.

15.2 Amendments

Except as required by the Act, this Agreement may be amended by a written instrument approved by Members representing at least two-thirds (2/3) of the aggregate voting power of all Members.

15.3 Choice of Law

This Agreement shall be construed and enforced in accordance with the laws of the State of New York.

15.4 Choice of Venue

Each Party hereby consents to the exclusive jurisdiction of the state and federal courts sitting in [County] County, in the State of New York, in any action or claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement. Each Party hereby waives any objection which such Party now or hereafter may have to the laying of venue in any court of [County] County, in the State of New York, or any objection based on such court being an inconvenient forum.

15.5 Waiver of Jury Trial

Each Party, to the fullest extent such Party may lawfully do so, hereby waives the right to trial by jury in any action or proceeding, including any tort action, brought by any party hereto with respect to this Agreement or any of the terms, conditions or obligations arising under this Agreement.

15.6 Costs

In the event that any dispute between or amongst the Parties to this Agreement should result in litigation or arbitration, the prevailing Party in such dispute shall be entitled to recover from the other Party all reasonable fees, costs and expenses of the prevailing party for enforcing such Party’s rights, including reasonable attorneys’ fees and expenses. Such fees, costs and expenses shall be deemed to have been accrued upon the commencement of such action, and shall be paid whether or not such action is prosecuted to judgement. Any order or judgment entered in such action shall contain a specific provision providing for the recovery of attorneys’ fees and costs incurred in enforcing such judgment.

15.7 Further Acts and Documents

The Parties agree to execute and deliver such additional documents and instruments, and to perform such additional acts, as may be necessary or appropriate to effectuate, carry out and perform all the terms, provisions and conditions of this Agreement and the transactions contemplated hereby.

15.8 Entire Agreement

This Agreement, including its Annexes and the Company’s Articles of Organization, constitute the complete and exclusive statement of agreement amongst the Parties in respect of the subject matter herein, and replaces and supersedes all prior agreements, negotiations, understandings and representations, written or oral, by and amongst the Parties or any of them. To the extent that the Act addresses a matter not otherwise addressed by this Agreement, it is the intention of the Parties that the provisions of the Act shall apply, but no such application shall otherwise affect any provision of this Agreement.

15.9 Binding Effect

Except as otherwise specifically provided in this Agreement, this Agreement shall be binding upon, and inure to the benefit of, the Parties and their heirs, legal representatives, successors and assigns.

15.10 Third Parties

Except as expressly required by applicable law, nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement to any Person, other than a Party, and their respective heirs, legal representatives, successors and assigns; nor shall anything in this Agreement relieve or discharge the obligation or liability of such third person to any Party; nor shall any provision give such third person any right of subrogation or action over or against a Party.

15.11 Severability

If any provision, or portion thereof, of this Agreement, or its application to any Person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, such provision and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof, and shall remain in full force and effect; and insofar as is possible, such provision, portion and their application shall be deemed replaced by a provision, portion or application that is valid and enforceable and that comes closest to expressing the original intent of the Parties.

IN WITNESS WHEREOF, the undersigned have executed this Agreement, on their own behalf, and on behalf of the Company, effective as of the latest date set forth below:

By: ____________________________

Name: ____________________________

Date: ____________________________

By: ____________________________

Name: ____________________________

Date: ____________________________

By: ____________________________

Name: ____________________________

Date: ____________________________

By: ____________________________

Name: ____________________________

Date: ____________________________

By: ____________________________

Name: ____________________________

Date: ____________________________

By: ____________________________

Name: ____________________________

Date: ____________________________

Annex A

LIST OF MEMBERS, MANAGERS, OFFICERS & ASSIGNEES OF [COMPANY NAME]
Current as of [Date]

Name & Address of MemberDate of Capital ContributionAmount of Capital ContributionPercentage Interest
Name & Address of ManagerName, Address & Title of Officer
Name & Address of AssigneeDate of AssignmentInterest AssignedAssignor of InterestMember Account
Annex B

SUBSCRIPTION AGREEMENT OF [COMPANY NAME]
A NEW YORK PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY Formed on [Date of Formation]

I desire to become a member of [Company Name] (the “Company”), a New York professional service limited liability company. I have read the Company’s Operating Agreement (the “Agreement”), and I know and understand its terms. I hereby subscribe to the Agreement, and agree to abide by and be subject to all of its terms, conditions and provisions. I further agree and understand that my membership is subject to the provisions of the Agreement. I understand that investing in the Company involves a high degree of risk, including the risk of losing all or a substantial portion of my investment. I represent and warrant that I have such knowledge and experience in financial and business matters that I am capable of evaluating the risks and merits of this investment. I also understand that no federal or state agency has made any determination as to the fairness of the investment or has recommended it. I represent and warrant that prior to investing in the Company, I have had the opportunity to ask any questions and obtain any additional information desired concerning the Company; and that I have been advised of the desirability of seeking, and given a reasonable opportunity to seek, independent legal counsel regarding my rights and obligations under the Agreement.

AGREED AND ACCEPTED:

By: ____________________________
Name: ____________________________
Date: ____________________________

AGREED TO AND ACCEPTED ON BEHALF OF THE COMPANY:
By: ____________________________
Name: ____________________________
Title: ____________________________
Date: ____________________________

Annex C

INTEREST TRANSFER AGREEMENT OF [COMPANY NAME]
A NEW YORK PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY
Formed on [Date of Formation]

I desire to become a holder of certain interests in [Company Name] (the “Company”), a New York professional service limited liability company. I have read the Company’s Operating Agreement (the “Agreement”), and I know and understand its terms. I hereby agree to abide by and be subject to all of its terms, conditions and provisions. I further agree and understand that my holding of any such interests is subject to the provisions of the Agreement. I understand that my holding of economic or other interest in the Company does not entitle me to be admitted as a member of the Company. I understand that unless and until I am admitted as a member in accordance with Section 6.1 of the Agreement, in accordance with Section 11.4 of the Agreement, I shall be deemed an assignee. I understand that as an assignee, my rights, if any, shall be limited to an Economic Interest, and I shall have no Management Interest, and shall not be entitled to exercise any other rights members may be entitled to under the Agreement. I represent and warrant that [Number/Percentage of Interests] will be duly transferred to me pursuant to Article XI of the Agreement. I further understand that the transfer of the interests I will hold are restricted, and that any transfer in violation of the Agreement will make such interest, and the underlying Percentage Interest, subject to redemption by the Company.

AGREED AND ACCEPTED:

By: ____________________________
Name: ____________________________
Date: ____________________________

AGREED TO AND ACCEPTED ON BEHALF OF THE COMPANY:
By: ____________________________
Name: ____________________________
Title: ____________________________
Date: ____________________________

New York PLLC Operating Agreements: Frequently Asked Questions

Is a written operating agreement legally required for a New York PLLC?

Yes. Under Section 417 of the New York Limited Liability Company Law, the members of a Professional Service Limited Liability Company (PLLC) must adopt a written operating agreement within 90 days of filing the Articles of Organization.

What exactly does a PLLC Operating Agreement do?

An operating agreement serves as the internal governing contract for your professional practice. It outlines ownership percentages, voting rights, how profits and losses are distributed, what happens if a member dies or loses their license, and how the company is managed on a day-to-day basis.

Do I need an operating agreement if I am the only member of my PLLC?

Absolutely. Even for a single-member PLLC, an operating agreement is legally required in New York State. Furthermore, it is a helpful document for protecting your practice from interference from third parties.

Do I need to file my Operating Agreement with the state?

No. Unlike your Articles of Organization or your Certificate of Authority, the operating agreement is an internal document. You do not file it with the New York Department of State (NYDOS) or the State Education Department (NYSED). You simply sign it and keep it safely with your official corporate records. Additionally, domestic professional entities are currently exempt from beneficial ownership reporting under the New York LLC Transparency Act, meaning no state-level disclosure filing is required alongside your internal agreement.

Can I just use a standard LLC operating agreement template?

No. A Professional LLC operates under strict statutory rules that a standard LLC does not. For instance, a New York PLLC agreement must include specific provisions regarding professional licensing, restrictions on who can hold membership interests, and mandatory protocols for what happens if a member is legally disqualified from practicing their profession. (Note: If you currently operate a licensed practice through a standard LLC, you cannot simply update your operating agreement to fix it; you must execute a formal LLC to PLLC merger).

What is a “Termination Event” in this specific template?

In this template, a “Termination Event” includes critical situations such as a member dying, attempting to transfer their interest illegally, or losing their professional license. The agreement mandates that the PLLC must redeem (buy back) that member’s interest. This legally protects the remaining members and ensures the PLLC maintains its required professional standing with the state.

How do I make this operating agreement legally binding?

To execute the agreement, you must review the document, fill in all bracketed information (such as your company name, profession, and county), print it, and have all members and managers sign and date the signature blocks at the end. Once fully executed, it becomes a legally binding contract amongst the members.

Can I change or amend this operating agreement later?

Yes. Operating agreements are living documents. As your practice grows, you may need to add new members, change profit distributions, or alter management structures. This template specifies that it can be amended at any time by a written instrument approved by members representing at least two-thirds of the voting power.

Is this free template suitable for a multi-member practice?

While this template can be used for multi-member PLLCs, it represents a very basic structural approach. If your practice has multiple owners with complex capital contributions, specific buy-sell arrangements, or multi-profession licensing, it is highly recommended to hire an experienced business attorney to draft a bespoke agreement tailored exactly to your partnership dynamics.

Definitive Directory of New York Professions Requiring a PLLC, PC, DPC, or LLP

If you are planning to open a private practice or professional firm in New York and want personal liability protection, you cannot simply form a standard Limited Liability Company (LLC) or Business Corporation (Inc.). Under New York law, licensed professionals must form a New York PLLCs or other specialized professional entities to offer their services to the public while protecting their personal assets.

This page serves as a definitive 2026 directory of the New York professionals that require a PLLC, PC, DPC, or LLP. If your specific profession is on this list, operating through a standard LLC or corporation is a violation of state law that can lead to severe fines, license suspension, and even imprisonment.

The “Corporate Practice of Professions” Doctrine

New York strictly enforces the “Corporate Practice of Professions” doctrine. This legal framework ensures that only individuals who are licensed, regulated, and professionally accountable to the state can own and manage a business that provides professional services. The doctrine prevents unlicensed individuals or business investors from prioritizing corporate profits over professional ethics and patient care. (For information on how unlicensed investors can legally partner with professionals, see the MSO Model section below.)

A Note on Sole Proprietorships and Partnerships: It is legally permissible to operate your practice as a basic sole proprietorship or a general partnership. However, doing so is highly discouraged because it leaves your personal assets (like your home and personal savings) completely exposed to business debts, lease liabilities, and lawsuits.

If you want to protect your personal assets by forming a formal business entity, Title 8 of the New York Education Law dictates that you must form a specific professional entity. These include:

  • PLLC: Professional Service Limited Liability Company
  • PC: Professional Service Corporation
  • LLP: Registered Limited Liability Partnership
  • DPC: Design Professional Corporation

Directory: Which Professions Require a Professional Entity in NY?

Below is the complete, categorized list of the specific professionals who must obtain state pre-approval and form a professional entity to legally operate a protected practice in New York State. If the practitioner’s title differs from the statutory license category, the official NYSED profession is listed in parentheses.

1. Healthcare, Medicine & Allied Health

We are frequently asked, “Do physicians need a PLLC in New York?” or “Can a nurse open a standard LLC?” The answer is clear: Medical and allied health professionals face the strictest corporate practice regulations. To bill insurance and protect themselves from liabilities, these practitioners must use a New York PLLC, PC, or LLP.

  • Acupuncturists (Acupuncture)Requires: NY PLLC, PC, or LLP
  • Athletic TrainersRequires: New York PLLC, PC, or LLP
  • Audiologists (Audiology)Requires: NY PLLC, PC, or LLP
  • Chiropractors (Chiropractic)Requires: New York PLLC, PC, or LLP
  • Clinical Laboratory TechniciansRequires: NY PLLC, PC, or LLP
  • Clinical Laboratory TechnologistsRequires: New York PLLC, PC, or LLP
  • CytotechnologistsRequires: NY PLLC, PC, or LLP
  • Dental Assistants (Dental Assisting)Requires: New York PLLC, PC, or LLP
  • Dental Hygienists (Dental Hygiene)Requires: NY PLLC, PC, or LLP
  • Dentists (Dentistry)Requires: New York PLLC, PC, or LLP
  • Dietitians/Nutritionists (Dietetics/Nutrition)Requires: NY PLLC, PC, or LLP
  • Histological TechniciansRequires: New York PLLC, PC, or LLP
  • Licensed Practical Nurses (LPN) (Licensed Practical Nursing)Requires: NY PLLC, PC, or LLP
  • Massage Therapists (Massage Therapy)Requires: New York PLLC, PC, or LLP
  • Medical Physicists (Medical Physics)Requires: NY PLLC, PC, or LLP
  • Midwives (Midwifery)Requires: New York PLLC, PC, or LLP
  • Nurse Practitioners (NP)Requires: NY PLLC, PC, or LLP
  • Occupational Therapists (OT) (Occupational Therapy)Requires: New York PLLC, PC, or LLP
  • Occupational Therapy Assistants (OTA)Requires: NY PLLC, PC, or LLP
  • Ophthalmic Dispensers (Ophthalmic Dispensing)Requires: New York PLLC, PC, or LLP
  • Optometrists (Optometry)Requires: NY PLLC, PC, or LLP
  • Perfusionists (Perfusion)Requires: New York PLLC, PC, or LLP
  • Pharmacists (Pharmacy)Requires: NY PLLC, PC, or LLP
  • Physical Therapists (PT) (Physical Therapy)Requires: New York PLLC, PC, or LLP
  • Physical Therapist Assistants (PTA)Requires: NY PLLC, PC, or LLP
  • Physicians (MD or DO) (Medicine)Requires: New York PLLC, PC, or LLP
  • Podiatrists (Podiatry)Requires: NY PLLC, PC, or LLP
  • Polysomnographic Technologists (Polysomnographic Technology)Requires: New York PLLC, PC, or LLP
  • Registered Physician Assistants (RPA)Requires: NY PLLC, PC, or LLP
  • Registered Professional Nurses (RN) (Registered Professional Nursing)Requires: New York PLLC, PC, or LLP
  • Registered Specialist AssistantsRequires: NY PLLC, PC, or LLP
  • Respiratory TherapistsRequires: New York PLLC, PC, or LLP
  • Respiratory Therapy TechniciansRequires: NY PLLC, PC, or LLP
  • Speech-Language Pathologists (Speech-Language Pathology)Requires: New York PLLC, PC, or LLP
  • Veterinarians (Veterinary Medicine)Requires: NY PLLC, PC, or LLP
  • Veterinary Technologists/Technicians (Veterinary Technology)Requires: New York PLLC, PC, or LLP

2. Mental Health & Behavioral Sciences

Clients regularly ask us, “Can LCSWs use an LLP in NY?” or “Can a therapist practice with an LLC?” Because the mental health and behavioral fields are heavily regulated by NYSED, forming a proper professional entity is absolutely mandatory for private practices.

  • Certified Behavior Analyst AssistantsRequires: NY PLLC, PC, or LLP
  • Creative Arts Therapists (LCAT) (Creative Arts Therapy)Requires: New York PLLC, PC, or LLP
  • Licensed Behavior AnalystsRequires: NY PLLC, PC, or LLP
  • Licensed Clinical Social Workers (LCSW) (Licensed Clinical Social Work)Requires: New York PLLC, PC, or LLP
  • Licensed Master Social Workers (LMSW) (Licensed Master Social Work)Requires: NY PLLC, PC, or LLP
  • Marriage and Family Therapists (LMFT) (Marriage and Family Therapy)Requires: New York PLLC, PC, or LLP
  • Mental Health Counselors (LMHC) (Mental Health Counseling)Requires: NY PLLC, PC, or LLP
  • PsychoanalystsRequires: New York PLLC, PC, or LLP
  • Psychologists (Psychology)Requires: NY PLLC, PC, or LLP

3. Design, Engineering & Construction

Design professionals typically form NY PLLCs or LLPs. Furthermore, certain design professions are eligible to form a specialized entity called a Design Professional Corporation (DPC), which allows for minority ownership by unlicensed individuals under very strict conditions.

  • Architects (Architecture)Requires: NY PLLC, PC, DPC, or LLP
  • Interior Designers (Interior Design)Requires: New York PLLC, PC, or LLP
  • Land Surveyors (Land Surveying)Requires: NY PLLC, PC, DPC, or LLP
  • Landscape Architects (Landscape Architecture)Requires: New York PLLC, PC, DPC, or LLP
  • Professional Engineers (PE) (Professional Engineering)Requires: NY PLLC, PC, DPC, or LLP
  • Professional Geologists (Geology)Requires: New York PLLC, PC, DPC, or LLP

Note: If you do not see your specific license listed above, or you wish to verify statutory classifications, you can review the official NYSED Office of the Professions directory.

Multi-Profession Practices: Can Different Professionals Partner Up?

Many professionals want to open multi-disciplinary practices (for example, a physical therapist and an acupuncturist partnering to open a wellness clinic). New York has strict rules regarding whether different licensed professionals can co-own the same business entity:

  • Professional Corporations (PCs): PCs generally cannot have owners with different professions. All shareholders in a standard PC must be licensed in the exact same profession.
  • Design Professional Corporations (DPCs): DPCs are specialized entities strictly for the design fields (Architecture, Engineering, Land Surveying, Landscape Architecture, and Geology). DPCs can be multi-profession, provided the offered services are strictly limited to those recognized design professions. Furthermore, DPCs offer a rare exception to the general ownership rules: they can have less than 25% of their ownership held by non-licensed individuals (such as an office manager or CFO), provided specific corporate governance requirements are met.
  • PLLCs and LLPs: These entities generally allow for multi-profession ownership, provided that all owners are licensed professionals and the entity legally offers the services for which the owners are licensed.

The “Strict Prohibition” Exceptions for Co-Ownership:
Even within PLLCs and LLPs, New York law absolutely forbids multi-profession co-ownership if the entity will practice any of the following specific professions. If your practice involves any of these, all co-owners must share the exact same license:

  • Certified Behavior Analyst Assistants
  • Creative Arts Therapists (LCAT)
  • Dentists
  • Licensed Behavior Analysts
  • Licensed Clinical Social Workers (LCSW)
  • Marriage and Family Therapists (LMFT)
  • Mental Health Counselors (LMHC)
  • Physicians (MD or DO)
  • Psychoanalysts
  • Veterinarians

The Single-Owner Exception (For PCs and PLLCs):
There is a major exception to these strict rules. If the professional entity has only one owner, that PLLC or PC can be legally set up to practice all of the professions that the single owner is individually licensed in. For example, if a single individual is dual-licensed as both a Physician (MD) and an Acupuncturist, their single-member PLLC or PC can legally provide both medical and acupuncture services.

Partnering with Unlicensed Individuals (The MSO Model)

Because of the corporate practice rules, unlicensed individuals—including business investors, marketing experts, or even a professional’s spouse or family member—cannot own any percentage of a standard New York professional entity (PLLC or PC, with the sole exception of a minority interest in a DPC).

To legally navigate this, many practices use the Management Services Organization (MSO) model. This is the industry-standard structure used by some of the largest urgent care chains and primary care groups in New York. Under this model:

  • The Professional Entity (PLLC/PC) is owned 100% by the licensed professional and provides all clinical care.
  • The MSO (Standard LLC or Business Corporation) is owned by the unlicensed partners, spouse, or investor group. The MSO provides branding, office space, non-clinical staffing, and billing in exchange for a management fee.

Common MSO Application: MedSpas. Modern MedSpas often use this dual-entity approach. The MSO (the Corporation or LLC) handles the “Beauty & Appearance Enhancement” side (salon/spa services that do not require NYSED licensing), while the PLLC handles medical-grade treatments (like Botox or laser therapy) performed by licensed clinicians.

Exceptions: Which Licensed Jobs Do NOT Need a Professional Entity?

One of the most common myths in New York business law is that “if you need a license, you need a PLLC.” This is false. The requirement to form a professional entity generally only applies to professions licensed under Title 8 of the NYSED Education Law (plus attorneys).

If your specific profession is not on the list above, you likely do not need to form a professional entity, even if you hold a state or municipal license. The following professionals are perfectly legal to operate through a standard LLC or Business Corporation:

  • Skilled Trades & Home Services: Plumbers, electricians, and home inspectors are heavily licensed (either by the Department of State or local municipalities), but they do not fall under the strict corporate practice doctrine. They can use standard LLCs or corporations.
  • Beauty & Appearance Enhancement: Cosmetologists, estheticians, nail specialists, hair stylists, and barbers are licensed by the NY Department of State (NYDOS) and can freely form standard LLCs or corporations to operate their salons or spas.
  • Real Estate Professionals: Real estate brokers and salespersons are licensed by NYDOS and typically operate through standard LLCs.
  • Other State-Licensed Roles: Private investigators, notary publics, and talent agents are all licensed or commissioned by the state, but do not require a PLLC.
  • Coaches & Consultants: Because “coaching” (e.g., life coaches, business coaches) is not a state-licensed medical or therapeutic practice, coaches do not form PLLCs. *(Note: If you are a Licensed Clinical Social Worker who also offers coaching, you must be incredibly careful not to blur the lines of your licensed practice).*
  • Bookkeepers and Unlicensed Accountants: Only Certified Public Accountants (CPAs) and Public Accountants (PAs) require professional entities. General bookkeepers and tax preparers can use standard LLCs.

Did You Accidentally Form a Standard LLC?

If your profession is on the required list above and you are currently operating your practice through a standard LLC, you are in violation of New York law. To be compliant, you’ll need to form a New York PLLC.

After the PLLC is formed, you’ll have to decide what to do with the LLC. Dissolving the LLC to start over can result in the loss of your business bank accounts, your Employer Identification Number (EIN), and your credentialing. Fortunately, New York allows for a legal remedy. While you cannot simply “convert” an LLC into a PLLC, you can execute a Statutory Merger to seamlessly transition your practice without losing your EIN or operational continuity. Learn exactly how this works in our guide: How to Convert an LLC to a PLLC via Statutory Merger.

New York Professional Entity Directory: Frequently Asked Questions (FAQ)

What is the “Corporate Practice of Professions” doctrine?

It is a New York legal framework that requires specific licensed professionals to form specialized business entities (like a PLLC or PC) instead of standard LLCs or corporations. This law ensures that business and clinical decisions are made by licensed professionals who are accountable to the state, preventing unlicensed corporate investors from prioritizing profit over patient or client care.

If I have a state license for my job, do I automatically need a PLLC?

No. This is a common misconception. The requirement generally only applies to specific professions licensed under Title 8 of the NY Education Law, as well as attorneys. Many other state-licensed professionals—such as real estate brokers, plumbers, and cosmetologists—are perfectly legal to operate using standard LLCs.

What happens if I accidentally formed a standard LLC for my licensed practice?

Operating a licensed practice through a standard LLC is a violation of New York law that can result in fines and the voiding of your client contracts. However, you do not necessarily need to dissolve the business and lose your EIN. You can execute a “Statutory Merger” to legally convert your standard LLC into a compliant PLLC.

Can I form a PLLC with a partner who has a different professional license?

It depends. Generally, PLLCs and LLPs allow multi-profession ownership if the business provides the services for which all owners are licensed. However, New York strictly forbids multi-profession co-ownership for certain fields, including Physicians, LCSWs, Dentists, and Mental Health Counselors. If your practice involves these professions, all co-owners must share the exact same license.

I hold two different professional licenses. Can my PLLC offer both services?

Yes. There is a “Single-Owner Exception.” If a PLLC or PC is owned by exactly one person, that business entity can legally be set up to provide all the services that the single owner is individually licensed to practice (e.g., someone dual-licensed as an MD and an Acupuncturist).

Can my spouse or an unlicensed investor own a percentage of my practice?

Because of corporate practice rules, unlicensed individuals generally cannot own any percentage of a New York PLLC or PC. However, many practices legally partner with unlicensed individuals using the Management Services Organization (MSO) model.

What is the Management Services Organization (MSO) model?

The MSO model is a legal structure where a licensed professional owns 100% of the clinical PLLC, while an unlicensed partner or investor owns a standard LLC (the MSO). The MSO handles the business side—such as branding, office space, and billing—and charges the PLLC a management fee. This is the standard structure used by major urgent care chains and MedSpas.

What is a Design Professional Corporation (DPC)?

A DPC is a specialized corporate entity strictly for design fields like Architecture, Engineering, and Land Surveying. Unlike standard professional entities, a DPC offers a rare exception to the ownership rules: it can have less than 25% of its ownership held by non-licensed individuals (such as an office manager or CFO), as long as specific corporate governance rules are met.

Can I just operate as a sole proprietor instead of forming a PLLC?

Yes, it is legally permissible to operate as a sole proprietorship or a general partnership without forming a professional entity. However, doing so is highly discouraged because it offers zero personal liability protection. Your personal assets—including your home and personal bank accounts—would be completely exposed to business debts and lawsuits.

Navigating New York’s strict corporate practice laws can be overwhelming. If you need help forming a legally compliant professional entity, or merging an existing LLC, our experienced NYC business lawyer is here to help.

Get a Formation or Merger Quote

Or schedule a free consultation

How to Convert an LLC into a PLLC in New York? The Answer: The LLC to PLLC Merger

Quick Answer: Can you convert an LLC into a PLLC in New York?

Yes and no. New York law doesn’t provide a simple form to directly “convert” a standard LLC into a Professional Limited Liability Company (PLLC). But it does have a lesser known “conversion” mechanism.

  • The “Cookie-Cutter” Approach: Many inexperienced professionals suggest simply dissolving the old LLC and starting over. If your LLC is brand new and empty, this is fine. However, for an established practice, dissolution causes the legal “death” of your business—forcing you to get a new EIN, recredential, and re-sign every client contract.
  • The Specialized Solution: You can achieve the exact same operational result as a conversion by executing a Statutory Merger between your old LLC and a newly formed PLLC. This allows you to legally transition your entity while keeping your existing EIN, bank accounts, and client contracts intact.

If you’re reading this, you’re probably looking for a way to convert a New York LLC into a PLLC. Like many of our clients, you likely formed a standard LLC and recently learned that it should have been a PLLC. For many licensed professionals in New York—such as therapists, doctors, architects, and engineers—this realization comes with a wave of panic. Operating a professional practice through a standard LLC is a violation of New York law that can lead to fines, the suspension of your license, and even criminal imprisonment.

Why Direct Conversion is Impossible (And Why a Merger Works)

The bad news? New York State doesn’t allow you to simply “convert” a standard LLC into a Professional Limited Liability Company (PLLC). The State Education Department and the Department of State don’t have a mechanism to magically transform one entity into the other.

The good news? You can fix this legal misstep without losing your business history or your Employer Identification Number (EIN) by executing a statutory merger. Because a direct conversion isn’t permitted in this scenario, a statutory merger is the closest legal mechanism available under New York law to “convert” your business and achieve the exact same operational result.

Why Doesn’t New York Allow Direct LLC to PLLC Conversions? (And Why “Conversions” are still Possible under New York Law)

Many professionals overtheorize exactly why New York doesn’t allow a simple “conversion” from a standard LLC to a PLLC. You’ll often hear them blame government inefficiency, claiming that the New York Department of State (NYDOS) simply doesn’t want to communicate with the State Education Department (NYSED), or that the NYSED approval process prevents this.

It’s a myth. The real reason is rooted in the history of corporate law.

Statutory “conversions” (the ability to file a single document to magically change your entity type) are a relatively modern legal invention. Traditionally, corporate law required companies to change their structure through the mechanism of a statutory merger. Because New York is a highly traditionalist state when it comes to corporate jurisprudence, it simply hasn’t adopted broad, modern conversion statutes.

To put this in perspective: New York law doesn’t even allow a standard LLC to directly convert into a standard Business Corporation (or vice versa). The state hasn’t failed to build a bridge between LLCs and PLLCs; rather, New York relies on the fact that the legal mechanism to achieve this—the statutory merger—has already existed for decades. It isn’t a bureaucratic glitch; it’s just traditional corporate law operating exactly as intended.

In fact, the New York State Legislature explicitly anticipated this exact scenario. Under New York Limited Liability Company Law § 1213, the state affirmatively authorizes a standard LLC formed under New York Law to merge into a PLLC. It isn’t a workaround or a loophole—it’s the exact statutory mechanism the state designed for this “conversion.”

When Dissolution is OK (And When It’s a Disaster)

It isn’t uncommon for professionals to realize that they’ve used the wrong entity long after the fact. In fact, some of our clients come to us in a panic after mistakenly running their busy practice or firm under a standard LLC for over 10 years!

If you caught the mistake in week one—meaning your LLC is brand new with no bank accounts, no clients, and no professional credentialing—simply dissolving the LLC and starting over with a PLLC is perfectly fine. However, you must be far more circumspect when an older, established LLC is involved.

A common, yet highly dangerous, piece of advice circulated by inexperienced business lawyers and generic online filing services is to “think dissolution, not conversion.” They frequently advise professionals to simply “get rid of this entity and essentially start over,” treating a complex business transition as a flawed one-size-fits-all approach. They completely fail to consider the administrative nightmare this creates for an active professional practice.

Dissolving an established LLC means the legal “death” of your business. Because the entity ceases to exist, all of your existing client contracts become instantly null and void, forcing you to explain the situation and re-sign every single patient or client. This break in continuous legal existence, combined with the forced loss of your EIN, triggers a domino effect of administrative disasters across all professions.

For Architects, Engineers, and CPAs: You risk losing multi-year municipal or corporate contracts that require a continuous operating history. Dissolving the LLC can also violate strict anti-assignment clauses and create dangerous gaps in your firm’s claims-made professional liability insurance coverage.

For Healthcare Providers: The consequences are equally severe. Because your EIN changes, your Type 2 National Provider Identifier (NPI) number becomes invalid, your Medicare Provider Enrollment, Chain, and Ownership System (PECOS) profile is voided, and any Clinical Laboratory Improvement Amendments (CLIA) certifications or Drug Enforcement Administration (DEA) numbers are lost. Re-applying for all of these can freeze your billing and prescribing capabilities for months.

A statutory merger bypasses these hurdles entirely by allowing the new PLLC to be the legal continuation of the original LLC.

Comparison: Dissolution vs. Statutory Merger

FeatureDissolution (Starting Over)Statutory Merger
Client ContractsNull and void (Must re-sign all clients)Transferred automatically by operation of law
Business ContinuityComplete break in legal operationsSeamless legal continuation
EIN RetentionNew EIN required (Triggers NPI/DEA loss)Original EIN retained (per IRM § 3.13.2)
Credentials & HistoryLose NPI, PECOS, DEA, & Municipal historyAll credentials and project history maintained
Overall VerdictHigh-Risk Administrative DisasterWINNER: Statutory Merger

Want to protect your EIN and contracts without the headache? Navigating NYSED approvals and IRS merger compliance is complex. Let our experienced attorneys handle the entire transition for you. View our Flat-Fee Merger Package ↓

How to “Convert” Your LLC via Statutory Merger

A statutory merger allows your existing LLC to be legally absorbed into a newly formed PLLC. It’s the preferred route for established practices and firms because it maintains the continuity of your business.

The Transition Roadmap

  1. Form the New PLLC: You must first obtain a Certificate of Authority from the NYSED Office of the Professions (or a Certificate of Good Standing for attorneys) and file your Articles of Organization with the Department of State. (For detailed information about this initial step, see our complete guide to New York PLLC formation).
  2. Draft the Agreement and Plan of Merger: Before anything is filed with the state to merge the entities, the LLC and the PLLC must put together and execute a formal, written “Agreement and Plan of Merger.” This internal legal document outlines exactly how the two entities will combine.
  3. Execute the State Filing: Once the Agreement and Plan of Merger is signed, you file a formal Certificate of Merger with the New York Department of State. This step legally “marries” the two companies on the public record.
  4. Inherit Legal Rights: On the effective date of the merger, the original LLC ceases to exist as a separate entity, but the new PLLC automatically inherits all of its legal rights, client contracts, and assets as its legal continuation.

Pro-Tip: Juggling NYSED professional approvals, drafting merger agreements, and maintaining IRS continuity takes immense time and precision. Our firm handles 100% of these steps for you—complete with a Zero-Risk Guarantee. See exactly what’s included in our done-for-you service.

The Biggest Advantage: Inheriting Your EIN and Credentials

The most significant benefit of using a statutory merger instead of dissolution is administrative and tax continuity. If your merger is executed correctly, your new PLLC can “inherit” the original LLC’s Employer Identification Number (EIN).

However, retaining your EIN isn’t a simple, automatic process. For the EIN to be legally transferable, the merger must strictly comply with the requirements of Internal Revenue Manual Section 3.13.2. Federal tax law dictates that the reorganization must constitute a mere change in identity, form, or place of organization at the state level. To satisfy this, the merger needs to be structured so that the ownership structure, employment structure, and core business operations remain identical. Furthermore, the Agreement and Plan of Merger must be properly drafted to explicitly establish this legal continuity.

Because your EIN remains the same, your professional and healthcare credentialing survives the transition. For healthcare professionals, you can maintain your organizational NPI number, keep your active PECOS profile, preserve your CLIA certifications, and retain your DEA number.

Beyond industry-specific credentials, the merger protects the daily operations of every professional practice. Regardless of your field, you avoid having to close your business bank accounts or lose existing tax elections, such as a subchapter “S” corporation status. Your client agreements, leases, and vendor contracts transfer automatically by operation of law.

What to Expect: Timelines and Compliance

Because a statutory merger requires you to form a new PLLC first, you are subject to the standard processing times of the Office of the Professions. Expect the entire process to take anywhere from 3.5 to 5 months. Attorneys can complete this much faster, as they’re exempt from the NYSED review process.

Your new PLLC must still comply with all standard New York regulations, including the 6-week newspaper publication requirement and the adoption of a written Operating Agreement within 90 days of formation.

A Warning on Ownership: 100% Licensed Rule (and the Buyout Trap)

As you navigate this process, you must ensure your business meets a strict New York State requirement: 100% of the members and managers of a PLLC must be licensed professionals in that specific field. If your current LLC was improperly formed with an unlicensed spouse, friend, or business investor as a co-owner, their ownership interest must be legally bought out or restructured before the merger can take place.

This is where the process can become exceptionally complicated. If buying out the unlicensed partner drops your LLC from a two-member entity down to a single-member entity, the IRS treats this as a change from a partnership to a sole proprietorship (disregarded entity). Under federal tax rules, this transition triggers the need for a new EIN—which defeats a substantial purpose of doing a merger in the first place.

To safely navigate this trap and save your EIN, your LLC must formally elect to be taxed as a subchapter “S” or “C” corporation before the buyout occurs. Because a corporation’s tax status and EIN survive a change in the number of owners, this election allows you to buy out the unlicensed member, drop to a single owner, and still proceed with the statutory merger without losing your tax ID.

Post-Merger Housekeeping & Retitling Assets

While a statutory merger transfers your contracts and EIN by operation of law, you still have some practical administrative legwork to do once the state approves the merger. You’ll need to provide your stamped Certificate of Merger to your bank, landlords, and vendors to update the legal name on your accounts from “LLC” to “PLLC.” Most importantly, any recorded assets owned by the business—such as real estate deeds or company vehicle titles—must be formally retitled with the state or county to reflect the new PLLC name.

Flat-fee New York Professional Limited Liability Company (PLLC) Formation and LLC into PLLC Merger Service

James Hsui, NYC Business Attorney

Need to convert a New York LLC into a New York professional service limited liability company (PLLC)? Don’t worry, a merger of an LLC into a newly formed PLLC will do what you want. Our NYC PLLC startup lawyer has formed hundreds of PLLCs for NYS professionals since 2015, and helped many professionals transition from LLC to PLLC with their contracts and credentials intact. We have a 100% success rate.* Fixed-fee NY PLLC formation and merger packages available.

Zero-Risk Guarantee: If your PLLC formation is rejected by the NYS Education Department, you get a 100% refund of all fees paid (and not just the legal fees).

Flat-Rate Legal Fee: $2,778 (formation & merger)*

*Flat-rate fee doesn’t include state PLLC formation fees or annual registered agent fees. But state merger fees are included. As of January 2024, state formation filing fees are $235, plus $10/member. Additionally, engineering, land surveying and geology PLLCs are also subject to an NYSED certificate of authorization fee of $125/3 years. Accounting PLLCs are subject to a variable fee equal to $50/office plus $10/licensed member plus $900/unlicensed member.
LLC post-formation publication services aren’t part of this package, and sold separately.
While we have a 100% success rate, we’re legally required to inform you that past success isn’t indicative of future results.

Lowest cost PLLC formation and LLC into PLLC merger options, inclusive of state filing fees:

  • Without publication: $3,023
  • With Albany publication & registered agent: $3,761
  • With Manhattan/Bronx publication: $4,812

A New York PLLC must publish legal notices within 120 days of its formation. We’d be glad to help with the process.

See everything included in our flat-fee merger package

Don’t risk a rejection that sets you back months. We navigate the entire New York bureaucratic maze for you. Your package includes the following, handled personally by James Hsui:

  • Provide guidance with PLLC business name requirements
  • Prepare professional practice entity affidavit
  • Notarize professional practice entity affidavit (optional)
  • Draft PLLC articles of organization
  • Prepare PLLC formation approval application
  • Submit PLLC formation approval application to the NYS Education Department
  • Manage all communications, queries, and requests from the NYS Education Department
  • Get PLS-709 certificate of authority from the NYS Education Department
  • Submit articles of organization and certificate of authority with the NYS Department of State, Division of Corporations
  • Get certified copy of articles of organization
  • File copy of the articles with the NYS Education Department
  • Provide basic PLLC operating agreement
  • Prepare statement of the organizer
  • Prepare initial member (owner) resolutions
  • Prepare initial manager resolutions
  • Provide member unit notices
  • Provide initial membership ledger entry
  • Apply for employer identification number (EIN), if requested
  • Prepare certificate of amendment to change current LLC name, if required
  • Submit certificate of amendment to NYS Department of State, Division of Corporations, if required
  • Prepare agreement and plan of merger to meet IRM Section 3.13.2 requirements
  • Prepare certificate of merger to merge current LLC into PLLC
  • Submit certificate of merger to NYS Department of State, Division of Corporations

Because NYSED approvals take up to 5 months, every week you wait delays your practice’s opening day. Start the process today to get your application in the queue.

Get Your Immediate NY PLLC Formation + Merger Quote

Or schedule a free consultation

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LLC to PLLC Mergers in New York: Frequently Asked Questions (FAQ)

Can I convert an LLC to a PLLC in New York?

No. New York State law doesn’t provide a direct “conversion” form or mechanism to change a standard LLC into a Professional Limited Liability Company (PLLC). Instead, you must achieve this by forming a brand new PLLC and executing a statutory merger to absorb the old LLC into the new one.

Will I lose my EIN if I switch to a PLLC?

If you simply dissolve your old LLC and start over, yes, you will lose your EIN. However, if you execute a statutory merger that complies with IRS Manual Section 3.13.2, the new PLLC serves as a legal continuation of the old business, allowing you to retain your original EIN and avoid disruptions to your payroll and credentialing.

Why shouldn’t I just dissolve my LLC and start a new PLLC?

Dissolving an established LLC is a legal “death”. It instantly voids all of your existing client contracts, breaks your continuous operating history, and forces you to obtain a new EIN. For healthcare providers, this means losing your PECOS profile, DEA number, and NPI, which can freeze your ability to prescribe and bill for months.

Can a non-licensed person own part of my new PLLC?

No. Under New York law, 100% of the members and managers of a PLLC must be licensed professionals in that specific field. If your current standard LLC includes an unlicensed spouse, friend, or investor, their ownership interest must be legally bought out before the merger can occur. Other professional entities, like Design Professional Corporations (DPCs), offer slightly more flexibility for minority unlicensed owners.

How long does an LLC to PLLC merger take in NY?

Generally, the process takes between 3.5 to 5 months. The primary reason for this timeline is that the New York State Education Department (NYSED) must rigorously review and approve the formation of the new PLLC before the merger can be filed with the Department of State.

Do I need to close my business bank accounts after the merger?

No. Because a properly executed statutory merger acts as a legal continuation of your existing entity and allows you to retain your Employer Identification Number (EIN), you don’t need to close your bank accounts. Once the state approves the merger, you simply present the filed Certificate of Merger and your new PLLC formation documents to your bank to update the entity name on the account.

Will my business name have to change?

Probably, at least slightly. The New York State Education Department (NYSED) has strict naming guidelines for professional practices. If your original LLC name doesn’t meet these professional standards, a broader name change will be required during the formation of the new PLLC.

How does the merger affect my existing employees and payroll?

Because the new PLLC legally absorbs the old LLC and retains the original EIN, your payroll processes remain largely uninterrupted. The PLLC becomes the legal employer by operation of law. You’ll simply need to update your payroll provider, state unemployment department, and workers’ compensation policies with the new PLLC name and entity structure.

Can I merge an out-of-state (foreign) LLC into a New York PLLC?

Yes, but the process is more complex. You’ll need to execute a cross-border statutory merger. The out-of-state LLC must be legally authorized to merge under the laws of its home state, and you must still form the new New York PLLC subject to NYSED regulations before filing the formal merger documents in both jurisdictions.

Looking for Additional PLLC Resources?

Access professional entity comparison charts, compliance guidelines, and other templates in our comprehensive New York PLLC Legal Resource Center.

LLC and PLLC Compliance Under the New York LLC Transparency Act: 2026 Guide to Exemptions

The New York LLC Transparency Act (NY LLCTA) officially took effect on January 1, 2026. While the original legislation was designed to mirror the broad disclosure requirements of the federal Corporate Transparency Act, recent legislative updates and a significant gubernatorial veto have drastically narrowed its scope. For New York practitioners, the result is clear: All U.S.-formed entities, including New York PLLCs, are currently exempt from the Act’s beneficial ownership reporting requirements.


Read More “LLC and PLLC Compliance Under the New York LLC Transparency Act: 2026 Guide to Exemptions”

Choosing the Best New York Professional Entity in 2026: PLLC, PC, DPC, LLP, LLC, or Inc?

In order to practice legally in New York, licensed professionals such as doctors, therapists, accountants and lawyers, must choose between a sole proprietorship, partnership, professional limited liability company (PLLC), professional corporation (PC), or limited liability partnership (LLP). Design professionals, such as architects and engineers can also form a design professional corporation. This guide describes why a traditional LLC or corporation can’t be used, compares the different professional entities that can be used, and explains why the PLLC is typically the best option in New York. If you have already made your decision, you can jump straight to our comprehensive step-by-step guide on forming a New York PLLC.


Read More “Choosing the Best New York Professional Entity in 2026: PLLC, PC, DPC, LLP, LLC, or Inc?”

New York PLLC Formation: 2026 Complete Guide to Formation, Taxes & Compliance

We’ve formed hundreds of PLLCs for New York professionals since 2015. A current snapshot of the 2026 PLLC formation process in New York is below. Definitive details about PLLCs and how to start a NY PLLC follow.

New York PLLC Formation (2026 Snapshot)

To set up a New York professional limited liability company (PLLC) in 2026, licensed professionals like doctors, lawyers, architects, accountants, therapists and social workers must follow a four-part state process:

  1. Licensing authority pre-approval:

    Before a PLLC can be formed, you have to obtain certification from your licensing authority (NY LLC Law §1203(b)(ii)).

    • Professionals (Excluding Lawyers):

      Obtain a PLS-709 certificate of authority from the New York State Education Department (NYSED) Office of the Professions

    • Attorneys:

      Obtain a certificate of good standing from the appellate division where you were admitted

    • Cost:

      $10 per owner (NYSED); $0 for attorneys

    • Timeline:

      3 to 5 months for NYSED (including mailroom time and specialist review); 1 to 2 business days for attorneys

  2. Filing with NYS department of state (NYDOS):

    Submit your PLLC articles of organization with certification from your licensing authority to NYDOS (NY LLC Law §1203).

    • Process:

      Mail or fax PLLC articles of organization (Form DOS-1334) to NYDOS. Your PLLC is legally “born” on the date of filing and can begin operations. Remember to request a certified copy.

    • Cost:

      $200 filing fee + $10 certified copy fee.

    • Expedited handling recommendation:

      NYDOS will process the paperwork in 1 to 2 business days if you pay $25 for 24-hour expedited handling.

    • Timeline:

      1 week to 1 month (Standard); 1 to 2 business days (Expedited)

  3. Post-formation registration with licensing authority:

    A certified copy of the PLLC articles of organization, obtained from NYDOS, must be filed with your licensing authority within 30 days of formation for the PLLC (NY LLC Law §1203(c)(1))

    • Professionals (Excluding Lawyers):

      Mail certified copy to NYSED Office of the Professions.

    • Attorneys:

      Mail certified copy to the appellate division here you were admitted.

    • Engineers/Geologists/Land Surveyors:

      Include an application for a certificate of authorization (COA Form) with certified copy, with a $125 filing fee.

    • Accountants:

      Include an application for public accounting firm registration (Form 6R) with certified copy, with a filing fee equivalent to $50/office + $10/licensed owner + $900/non-licensed owner.

    • Timeline:

      4 to 12 weeks for NYSED (including mailroom time); about 1 week for attorneys

    • Healthcare PLLC credentialing alert:

      Registration must be completed before Medicaid/Medicare credentialing can proceed

  4. Mandatory post-formation legal publication:

    New York requires PLLCs to publish notice of its formation in two newspapers for six consecutive weeks in the PLLC’s home county (NY LLC Law §1203(c)(2)(A))

    • Process:

      Contact county clerk for approved newspapers to publish in; then contact the newspapers designated by the county clerk. Newspapers will provide affidavits of publication upon completion of the process. File affidavits with certificate of publication with NYDOS.

    • Newspaper fees:

      About $250 (Albany) to $1,500+ (Manhattan/Bronx).

    • NYDOS fees:

      $50 filing fee; $25 expedited handling fee (recommended).

    • Timeline:

      8 to 12 weeks for newspapers; 1 week to 1 month for NYDOS (Standard); 1 to 2 business days for NYDOS (Expedited)

    • Pro tip:

      Hire a registered agent in Albany as basis to call it the PLLC’s “home county” for the lowest publication costs.

Timeline to operational readiness:

About 3.5 to 5 months for most professionals; 1 week for attorneys.

Timeline to medicaid/medicare credentialing:

About 5.5 to 8 months for healthcare professionals.

Timeline for entire process:

About 6 to 9 months for most professionals; about 2 to 2.5 months for attorneys.

Total minimum cost:

About $495 to $1,745 for most healthcare PLLCs; about $620 to $1,870 for land surveying/geology/engineering PLLCs; about $555 to $2,075 for accounting PLLCs; about $485 to $1,735 for law PLLCs.

New York LLC Transparency Act Requirements:

None. New York PLLCs are exempt from filing beneficial ownership information (BOI) reports.

Looking for Guides and Templates?

Access our free operating agreement template, professional entity comparison charts, PLLC merger (“conversion”) guide, and other guides, resources and templates in our New York PLLC Legal Resource Center.

If you’re a professional licensed by the New York State Education Department (NYSED), you may need to form a professional limited liability company (PLLC) for your practice. New York law doesn’t allow licensed professionals to operate through a regular LLC or corporation. This guide explains how to form a PLLC in New York from start to finish, including PLLC naming rules, NYSED approval, state filings, the operating agreement, and the publication requirement. It also provides important considerations when deciding whether to form a PLLC in New York, such as the pros and cons of PLLCs, comparisons with other business entities such as professional corporations (PCs) and limited liability partnerships (LLPs), subchapter “S” corporation and other tax-elections, special considerations for various specific professions, and ongoing compliance requirements.

Starting a PLLC in New York is a complex process. It can take several months, even if you make no mistakes. Our firm has helped form hundreds of PLLCs for New York professionals since 2015. If you’d like assistance forming yours, you can take a look at our fixed-fee PLLC formation services or schedule a no-cost consultation. Otherwise, the steps for New York PLLC formation are outlined below.

How to form a PLLC in New York (12-step roadmap)

To successfully execute a PLLC formation in New York, you’ll need to:

  1. Choose a name acceptable to both the professional licensing authority and the New York Department of State (NYDOS)
  2. Draft PLLC articles of organization
  3. Prepare and execute professional practice entity (PPE) affidavit
  4. Obtain approval from licensing authority to form the PLLC
  5. Hire registered agent (optional)
  6. File articles of organization to NYDOS
  7. Get Federal Employer Identification Number (EIN)
  8. Create operating agreement for PLLC
  9. Complete organization of PLLC
  10. Register formed NY PLLC with licensing authority
  11. Publish legal notices in two newspapers published in the county where the PLLC is formed for six weeks
  12. File PLLC certificate of publication with NYDOS

The licensing authority for all professions except for lawyers is the New York State Education Department (NYSED). Most PLLCs are operational within 3.5 to 5 months, depending on NYSED’s caseload. Registration of the PLLC with NYSED and completion of the publication requirement take additional time, but the PLLC can begin operating before they are complete. For healthcare professionals, registration of the PLLC with NYSED is necessary for medicaid and medicare credentialing. This takes an additional 1-3 months after formation of the PLLC.

Additional requirements for geologists, land surveyors, engineers and accountants: Geology, land surveying and engineering PLLCs must submit an application for a certificate of authorization (COA Form) when they register with NYSED. Similarly, accounting PLLCs must submit an application for registration of a public accounting firm (Form 6R).

Special rules for attorneys: NYSED is not involved in the attorney PLLC formation process. Instead of obtaining approval from NYSED, attorneys must obtain a certificate of good standing from the appellate division where they were admitted. After the PLLC is formed, the formation must then be registered with that appellate division.

Other New York PLLC formation considerations:

What’s a New York PLLC (Professional LLC)?

A New York professional service limited liability company (PLLC) is a type of LLC. A regular LLC and a PLLC are both registered under the New York Limited Liability Company Law. Both protect your personal assets if your company runs into problems. But, they’re different in what kind of activity they can engage in, who may own and run them, and their formation requirements. (To see exactly how they differ, see our LLC vs PLLC breakdown.)

Do you need a PLLC for your New York professional business?

New York law has a strict prohibition on the “corporate practice of professions.” This means that you can’t practice a licensed profession through a regular LLC or corporation. If someone told you otherwise, please don’t believe them.

The only registered business entities that can provide professional services in New York are the PLLC, professional corporation (PC), design professional corporation (DPC) and registered limited liability partnership (LLP). Practicing a profession licensed by NYSED through any other business entity in New York is a crime. Penalties for violation include imprisonment, fines and loss of licensure.

So if your type of business includes providing professional services, you may want to consider forming a PLLC. By creating a PLLC, you’ll have the peace of mind that you’re starting your new business on a strong footing.

Which professions may need to set up a PLLC to practice in New York?

Attorneys and professionals licensed by the NYS Education Department (NYSED) may need to form a PLLC for their New York practice. Common professionals licensed by NYSED include:

  • Accountants
  • Acupuncturists
  • Architects
  • Chiropractors
  • Dentists
  • Doctors
  • Engineers
  • Interior designers
  • Mental health counselors
  • Nurses (including NP, LPN and RN)
  • Nutritionists
  • Social workers
  • Therapists (including PT, OT, CAT, MFT, SLP and massage)
  • Veterinarians

To see if you may need a PLLC because of your profession, refer to our Directory of NY Professions Requiring a PLLC, PC, DPC, or LLP. A full list of professions licensed by NYSED is available on the website of its office of professions.

Ready to start the process? Jump down to our 12-step guide on how to form a NY PLLC.

How to form a PLLC in New York: A step-by-step guide

'How to Form a PLLC in New York, Step-by-Step Guide' superimposed on an blocks shaped into a pyramid with 'PLLC' in the middle block

Starting a PLLC in New York is a long and arduous process. Mistakes can lead to significant delays. Also, many of the internal rules NYSED uses to review PLLC applications are unpublished. Our law firm has formed hundreds of PLLCs for clients, and we hope this guide will help you benefit from our experience. However, if you’d like us to handle the process from start to finish, look at our flat-fee package for forming a PLLC in New York.

  1. Choose a name

    The business name you choose for your PLLC must meet the requirements of both NYDOS and the professional licensing authority. For all professionals other than lawyers, the licensing authority is the New York State Education Department (NYSED).

    What are the NYDOS PLLC name rules?

    NYDOS has three main requirements for NY PLLC names:

    • Cannot conflict with other names registered with NYDOS.
    • Cannot contain restricted or prohibited words by NYDOS, unless authorized.
    • Must end with “Professional Limited Liability Company,” “Limited Liability Company,” “PLLC,” “LLC,” “P.L.L.C.” or “L.L.C.”

    What are the NYSED PLLC name rules?

    NYSED’s New York PLLC naming rules are more onerous. The PLLC name must contain the profession or professions the PLLC will practice. The name also cannot be “misleading” or contain claims of superiority. Sounds pretty straightforward? — Wrong! The way NYSED interprets some of these naming restrictions is confounding. Here are a few examples:

    • Licensed mental health counselors cannot use “LMHC,” but licensed clinical social workers can use “LCSW.”
    • Cannot use made-up words (which NYSED considers any word that is not in the dictionary).
    • Use of “and,” “&” and “/” are restricted.
    • Use of plural words is restricted.
    • Use of terms that suggest a result, such as “be well” are prohibited.
    • Use of “MD” requires actual MD degree (not just an equivalent).
    • Cannot use “hospital,” “clinic” or “center” unless a veterinary practice.
    • Cannot use words NYSED considers undignified or inappropriate.
    • Cannot use “advanced,” “best,” “exceptional,” “expert,” “outstanding,” “premier,” “special,” “super,” or “ultimate.”

    How do you run a name search?

    Prior to deciding on a name, you may want to do a search on the NYDOS corporation and business entity database to check for name conflicts. You may also want to do a search on the NYSED Office of Professions database get an idea of whether the name is too similar to the one you are considering.

    What are the PLLC name rules for attorneys?

    Attorney PLLC names are not subject to NYSED rules. They need to meet the requirements of the Rules of Professional Conduct. If you’re a lawyer, you went through this in law school. But if you were admitted before 2020, you should be aware that the rules have been revised to permit tradenames.

  2. Draft New York PLLC articles of organization

    A PLLC’s articles of organization is its birth certificate. It lists the PLLC’s name, who owns it, who manages it, how it is managed, and relevant addresses, amongst other things. You may draft your own, or use the form available on the NYDOS website.

  3. Prepare and execute professional practice entity (PPE) Affidavit

    NYSED requires a PPE Affidavit from each owner to be part of the PLLC formation application. The affidavit certifies the PLLC owner’s license information, and that the PLLC will comply with NYSED rules and the New York Education Law. The affidavit must be notarized. A form is available on the NYSED Office of the Professions website. NYSED is not involved in the formation of law PLLCs. Skip this step if you’re an attorney.

  4. Before a PLLC can be formed in New York, you must obtain the approval of the licensing authority for your profession. Unless you’re an attorney, the licensing authority is NYSED. It comes in the form of a PLS-709 certificate of authority. Attorneys obtain a certificate of good standing from the appellate division of their admission instead.

    How to obtain a PLS-709 certificate of authority from NYSED?

    Obtaining a certificate of authority consists of submitting a PLLC formation application to NYSED. The PLLC formation application is comprised of:

    Send the application to:

    NY State Education Department
    Office of the Professions
    Division of Professional Licensing Services
    Professional Corporations Unit
    89 Washington Avenue
    Albany, NY 12234-1000

    How long before approval?

    In our experience, the application will sit in NYSED’s mailroom from anywhere between 2-10 weeks. Then, it will be placed on the desk of a specialist for review. NYSED typically says to expect 60 days for specialist review. After review by a specialist, it is put in front of a supervisor for a final quality check, and NYSED’s consent to form the PLLC is mailed out if there are no issues with the application.

    Hopefully, in a few months, you’ll receive a “Form PLS709” certificate of authority to form a PLLC. If NYSED rejects, you might be back to square one, depending on the circumstances.

    Attorneys: How to obtain a certificate of good standing?

    A PLS-709 is not needed to form an attorney PLLC. Instead, the certificates of good standing of each owner is required. They can be ordered from attorney online services.

  5. Hire registered agent (optional)

    New York doesn’t require PLLCs to have a registered agent. It only requires a United States address. The address you provide is where legal and government papers are sent. These papers can be time sensitive, so an agent can help ensure that you receive them by email, even if you are out of the state or the country. You don’t want to go on a holiday, only to come back and learn you lost a lawsuit because you did not receive and respond to papers on time.

  6. Submit articles of organization to NYDOS

    A New York PLLC is formed when its articles of organization are filed with NYDOS. The filing package comprises:

    • Finalized articles of organization
    • PLS-709 certificate of authority issued by NYSED (or certificates of good standing for attorneys)
    • $200 filing fee
    • $10 certification fee
    • $25 expedite fee (recommended)
    • Cover letter requesting 24-hour expedited handling and certification of filed documents

    Mail the package to:

    Attention: Expedited Handling
    New York Department of State
    Division of Corporations
    One Commerce Plaza
    99 Washington Avenue
    Albany, NY 12231-0001

    Once processed, NYDOS will send you a certified copy, filing acknowledgement letter and filing receipt for the articles.

    Pro Tip: Requesting expedited handling is optional, but strongly recommended. An expedited handling request guarantees that the filing request will be reviewed in 1-2 business days. Otherwise, processing times can range from a week to several months, depending on the caseload of NYDOS.

  7. Get Federal Employer Identification Number (EIN)

    The EIN serves as the tax identification for the PLLC. If you or another owner has a valid social security number, you can get an EIN directly from the Internal Revenue Service (IRS) website. Otherwise, you’ll have to complete an IRS Form SS-4 and mail it to the IRS at the following address:

    If the PLLC has a U.S. address:
    Internal Revenue Service
    Attn: EIN Operation
    Cincinnati, OH 45999

    If the PLLC does not have a U.S. address:
    Internal Revenue Service
    Attn: EIN Operation
    Cincinnati, OH 45999

    It should take about 8 minutes to obtain an EIN online. If submitted by mail, you should expect a turnaround time of about 4 weeks (although we have seen up to 3 months). Once successful, the IRS will issue your PLLC a CP-575 letter, which designates the PLLC’s EIN.

    The CP-575 EIN letter, together with the certified copy of the articles of organization, is needed to open a bank account. Each bank has its own policies about what they need to open an account. So call your bank to be sure.

  8. Create an operating agreement for PLLC

    New York requires PLLC owners to sign a written operating agreement within 90 days of its formation. You can download a free, attorney-drafted New York PLLC Operating Agreement Template form here.

    The operating agreement is a legal contract amongst the PLLC, its owners, and its managers. It details the structure and operations of the PLLC, the rights of owners and managers, and, importantly, what happens when things go wrong. A well crafted operating agreement is essential as it helps to prevent problems before they arise, and protects the PLLC and its owners from external interference.

    Some things to consider when drafting an operating agreement include:

    • Member (owner) voting rights
    • Member and manager roles
    • How much each member contributes (capital contributions)
    • Admission, withdrawal and expulsion of members
    • Allocations of profits and losses
    • Transfer restrictions
    • Dissolution
    • Third party (assignee) rights
    • Fiduciary duties
    • Insurance
    • Litigation or arbitration if something goes wrong

  9. Complete organization of PLLC

    A New York PLLC is ready to do business once it goes through a process called “organization.” Organizing a PLLC involves drafting, signing, and certifying a few important documents. These documents include:

    • Operating agreement
    • Statement of the organizer
    • Initial resolutions of members (owners)
    • Initial resolutions of managers
    • Membership notices or certificates
    • Membership ledger

    The resolutions of members and managers are a record of the official acts of the PLLC. The initial resolutions usually touch on confirmation of members and ownership structures, and who has authority to open bank accounts, sign contracts or do other things.

    The membership notices or certificates serve as evidence of ownership of the PLLC, while the membership ledger keeps track of changes in ownership over the PLLC.

    The organizational documents are internal documents and are not filed with government agencies. Once the organization process is complete, and bank accounts are opened, the PLLC is ready to operate.

  10. Register formed PLLC with licensing authority

    Once the PLLC has been formed, New York requires it to register with its licensing authority within 30 days of formation. This is done by filing a certified copy of the articles of organization (received in step 6) to NYSED for most professionals, and to the appropriate appellate division for lawyers. If you’ve received a hardcopy of the certified copy, make sure to make a copy and keep the original. You will not get the original returned to you.

    How to register with NYSED?

    To register the PLLC with NYSED, the certified copy should be mailed to the following address:

    NY State Education Department
    Office of the Professions
    Division of Professional Licensing Services
    Professional Corporations Unit
    89 Washington Avenue
    Albany, NY 12234-1000

    How long does it take to register a formed PLLC with NYSED?

    The time it takes for a PLLC to be registered with NYSED is fluid. We’ve seen it take as little as 4 weeks, and as much as 16 weeks. But most PLLCs are registered within 10 weeks. Fortunately, you don’t need to wait for this process to be complete to use the PLLC.

    Healthcare PLLC medicaid/medicare alert: If your PLLC will be undergoing medicare or medicaid credentialing, it cannot be credentialed until registration with NYSED is complete.

    How to verify registration of PLLC with NYSED?

    NYSED will not inform you when the PLLC is registered. Once registration is complete, your PLLC will show up in NYSED’s business entity database. So you’ll want to check the database yourself after a few weeks.

    What special PLLC registration requirements are there for engineers, geologists and land surveyors?

    New York PLLCs practicing engineering, geology or land surveying must also submit an application for a certificate of authorization (COA Form) together with a $125 fee must be sent to NYSED. These should be sent along with the certified copy.

    What special PLLC registration requirements are there for accountants?

    Accounting PLLCs must also submit an application for public accounting firm registration (Form 6R) together with a fee must be sent to NYSED along with the certified copy. The fee is $50/office plus $10/licensed owner plus $900/non-licensed owner.

    Lawyers: How to register with the appellate division?

    NYSED is not involved in registering attorney PLLCs. Instead, a certified copy of the articles of organization should be forwarded to the appellate division of admission of each owner.

  11. Publish legal notices of PLLC formation

    After you’ve formed your PLLC, it must publish legal notices for six consecutive weeks in two newspapers to inform the public of its formation. This has to be done within 120 days of formation.

    Not any newspaper will do. They must be designated by the county clerk of the county where your PLLC’s legal office is located. So you’ll have to contact the county clerk for the specific newspapers, and then contact the newspapers to arrange for publication.

    A legal notice looks something like this:

    Notice of Formation of a NY PLLC. Name: [Name of PLLC]. Articles of Organization filed with Secretary of State (SSNY) on [Date PLLC was formed]. Office location: [County location of office] County. SSNY designated as agent of PLLC upon whom process against it may be served. SSNY to mail copy of process to [Address for legal papers]. Purpose: Practice [Profession].

    The longer the notice, the more expensive. From experience, Albany county newspapers cost the least, while New York (Manhattan) and Bronx county newspapers cost the most. Depending on the county, publication costs will be anywhere between $200 and $1,500.

    Pro tip: In order to save money on publication fees, you can hire a registered agent located in Albany and use that as a basis for publishing in Albany county. For PLLCs located in New York City, this might save you over $1,000.

  12. File PLLC certificate of publication with NYDOS

    After you receive the affidavits of publication from the two newspapers, you’ll need to draft a certificate of publication. A form is available on the NYDOS website. To complete the process, the following should be sent to NYSED by mail:

    1. Certificate of publication
    2. Affidavits of publication from two newspapers
    3. Check for $50 filing fee
    4. Check for $25 expedite fee (recommended)
    5. Cover letter requesting expedited filing of the certificate of publication

    These should be mailed to the following address:

    Attention: Expedited Handling
    New York Department of State
    Division of Corporations
    One Commerce Plaza
    99 Washington Avenue
    Albany, NY 12231-0001

    Once processed, NYDOS will mail you a filing receipt for the certificate. This serves as proof that your PLLC completed the New York publication process. With this, all the general steps needed to form a PLLC is complete.

    Pro tip: As with the filing of the PLLC articles of organization, paying for expedited handling is optional but strongly recommended. It can mean the difference between whether the certificate is filed in 1-2 business days, or in a few months.

Tax elections for New York PLLCs

When a PLLC is formed, it is automatically treated as a sole proprietorship for tax purposes if it has only one owner. If it has more than one owner, it is automatically treated as a partnership for tax purposes. However, a PLLC can choose to be treated as a subchapter “S” corporation or subchapter “C” corporation for tax purposes. This choice must be made within 2 months and 15 days from the formation of the PLLC. It can also be made 2 months and 15 days from the start of the year. After a choice has been made, PLLCs can change its tax-classification every 60-months. The following forms are filed with the Internal Revenue Service (IRS) to make tax-elections for the PLLC:

The address to which the forms are sent depend on where the PLLC is located. Information is in the instructions to the applicable form.

“S” corporation status is often chosen to help to reduce self-employment taxes. “C” corporation taxation, on the other hand, is sometimes chosen to defer taxable income from one year to another. For asset heavy PLLCs, the sole proprietorship or partnership tax structure might be the best because transfers of assets between a PLLC and its owners are treated as if handing the asset from the owner’s right hand to left hand. When taxed as a corporation, transfers of assets between owners and the PLLC are treated as purchases and sales of assets, which can have tax consequences. Since the tax objectives differ from person to person, it is always advisable to consult with a certified public accountant as to determine what is most suitable for your financial goals.

Pro Tip: Tax-classification is for tax purposes only. They do not affect the personal liability protection provided by the PLLC.

Ongoing requirements for New York PLLCs

After you’ve successfully set up your PLLC, you’ll have to keep up to date with certain things to keep it in good standing. Otherwise, New York may shut down your PLLC.

  1. Biennial statements

    New York State doesn’t require a PLLC to file an annual report or pay an annual filing fee. Instead, it needs to file a biennial statement every two years with NYDOS, in the month it was formed. It is a simple process that you can complete on the NYDOS website.

  2. Tax obligations

    The annual tax returns that a PLLC has to file depends on its tax classification. Typically, it would need to file a New York Form IT-204-LL, plus, if it has more than one owner, an IRS Form 1065. However, if the PLLC chooses subchapter “C” corporation taxation, it would need to file a New York Form CT-3 and IRS Form 1120, instead; and if it chooses subchapter “S” corporation taxation, it would need to file a New York Form CT-3-S and IRS Form 1120-S. PLLCs may be subject to various local tax reporting requirements like New York City unincorporated business income tax or business corporation tax. You will want to check with an accountant about what specific tax returns your PLLC needs to file, and when the deadlines are.

Benefits of New York PLLCs

Many professionals prefer the PLLC structure for their New York based practices. It combines the company level liability protections of corporations and LLPs with the flexibility of the LLC. This is particularly true for solo practitioners who would otherwise be unable to access LLP type protections.

  1. Full liability shield

    New York PLLCs, LLCs and corporations provide a full liability shield. The owners (members) of a PLLC are not responsible for its debts and obligations. Its managers are not either. Liability is “limited” only to the company’s assets. So PLLC members and managers only stand to lose what they keep in the PLLC.

    There is one big caveat to this. The liability shield doesn’t protect against personal wrongdoing. For instance, if you hit someone at your practice because they causing trouble, the law treats this as you doing something wrong, rather than the company. So you are fully responsible and personally liable for it. The law regards malpractice as a personal wrongdoing. Therefore, liability is not limited and PLLC members must ensure they have good malpractice insurance. (Note: For a detailed breakdown of how this compares to other entities, check out our comparison of corporate formalities and liability shields.)

  2. Charging order protection

    PLLCs, LLPs and LLCs in New York provide charging order protection. It protects owners of a company from having to work with owners they have not agreed to work with. When there is no charging order protection, a person owed money by a business owner can gain ownership of the business.

  3. Flexible scope of activities, including professional services

    PLLCs can provide licensed professional services. A New York PLLC may also conduct any business that a regular LLC can. Thus, a doctor can run both a medical practice and a dance studio through a single PLLC.

  4. Flexible tax structure for maximum tax advantages

    PLLCs, like LLCs, are, by default, taxed as “disregarded entities.” Tax law treats a PLLC as one and the same as its owners. A PLLC is a sole proprietorship with one owner, and a partnership with more. However, a PLLC can choose to be treated like a corporation for tax-purposes, including a subchapter “C” corporation and subchapter “S” corporation. A PLLC is not subject to federal double taxation unless it chooses subchapter “C” corporation treatment.

  5. Can be a solo practice

    There is no minimum number of owners required to form a PLLC. Therefore, a New York solo practice can use a PLLC.

Downfalls of New York PLLCs

Many states are bureaucratic about the practice of licensed professions within their borders. New York is no different. These bureaucracies create certain disadvantages for New York PLLCs.

  1. Ownership and management professional license restrictions

    New York PLLCs must be owned and run by professionals licensed in New York to practice the profession or professions the PLLC will engage in. So if a PLLC will provide physical and occupational therapy services, its owners, as well as managers, must be licensed in physical therapy and occupational therapy.

  2. Long time and more requirements for forming

    One difference between an LLC and PLLC in New York is ease of formation. It takes a minimum of 3.5 months to form a New York PLLC. NYSED must approve a PLLC before formation is possible. NYSED usually says it takes a minimum of 60 (and sometimes 90) days to review an application. This timeframe does not include postage time, mailroom time, or quality check time. Complicated applications also need professional board approval, which can take several months. On average, forming a New York PLLC takes closer to 5 months.

  3. Less widely recognized nationally

    A few states don’t recognize the PLLC form. You’ll have to form a different entity type in order to practice in these states. For example, a PLLC can’t practice in both New York and California, because California doesn’t recognize PLLCs. So a New York PLLC would need to form a PC for the California side of its practice.

Comparison of NY PLLC with other NY registered business entities

'New York PLLC vs PC, PLLC vs LLP, PLLC vs LLC, PLLC vs Corporation' superimposed on three building block towers with 'PLLC' as the highest block, 'PC' as the next, 'LLP' as the next, and 'LLC' and 'Corp' as the lowest.

We usually recommend that professionals set up PLLCs for their practices. But sometimes, a different type of company might be a better choice. Below is a comparison of the New York PLLC against other types of entities:

Want a more detailed breakdown? Check out our complete New York Professional Entity Comparison Guide to see exactly how the PLLC stacks up on taxes, liability protection, and corporate formalities.

  1. New York professional corporation (PC) vs PLLC

    • Liability shield: Equal. Both provide the same full liability shield.
    • Charging order protection: PLLC wins. New York PCs do not provide charging order protection. New York PLLCs do.
    • Permitted activities: PLLC wins. New York PCs can only conduct professional practice. New York PLLCs can conduct professional practice and also do everything a regular LLC can.
    • Taxation: PLLC wins. PCs are taxed as subchapter “C” corporations, unless they choose to be “S” corporations. Besides these, PLLCs can also choose to be taxed as sole proprietorships or partnerships.
    • Solo practice: Equal. Both can be owned and managed by a single person.
    • Ownership & management: Equal. Both must be owned and managed by licensed professionals.
    • Formation time: Equal. Both take the same time for NYSED formation approval.
    • National recognition: PC wins. PCs are more widely recognized than PLLCs in the United States.

  2. New York design professional corporation (DPC) vs PLLC

    • Liability shield: Equal. Both provide the same full liability shield.
    • Charging order protection: PLLC wins. New York DPCs do not provide charging order protection. New York PLLCs do.
    • Permitted activities: PLLC wins. New York DPCs can only conduct the professional practice of engineering, architecture, land surveying and geology. New York PLLCs can conduct professional practice and also do everything a regular LLC can.
    • Taxation: PLLC wins. DPCs are taxed as subchapter “C” corporations, unless they choose to be “S” corporations. Besides these, PLLCs can also choose to be taxed as sole proprietorships or partnerships.
    • Solo practice: Equal. Both can be owned and managed by a single person.
    • Ownership & management: DPC wins. New York PLLCs must be owned and managed only by licensed professionals. DPCs can have some owners and managers that are not licensed professionals (less than 25%)
    • Formation time: Equal. Both take the same time for NYSED formation approval.
    • National recognition: PLLC wins. PLLCs are more widely recognized than DPCs in the United States.

  3. New York registered limited liability partnership (LLP) vs PLLC

    • Liability shield: Equal. Both provide the same full liability shield.
    • Charging order protection: Equal. Both provide charging order protection.
    • Permitted activities: Equal. Both can conduct professional practice and engage in other business activity.
    • Taxation: PLLC wins. LLPs are taxed as partnerships. Besides this, PLLCs can be taxed as sole proprietorships, or choose to be taxed as subchapter “S” or “C” corporations.
    • Solo practice: PLLC wins. LLPs must have a minimum of two owners. PLLCs can have one.
    • Ownership & management: Equal. Both must be owned and managed by licensed professionals.
    • Formation time: LLP wins. New York LLPs do not need approval from NYSED to form. New York PLLCs do.
    • National recognition: LLP wins. LLPs are more widely recognized than PLLCs in the United States.

  4. New York LLC vs PLLC

    • Liability shield: Equal. Both provide the same full liability shield.
    • Charging order protection: Equal. Both provide charging order protection.
    • Permitted activities: PLLC wins. New York PLLCs can practice licensed professions. New York LLCs cannot. (If you currently have an LLC, learn how to convert an LLC to a PLLC via statutory merger.)
    • Taxation: Equal. Both are taxed as sole proprietorships or partnerships. But both can also choose subchapter “S” or “C” corporation taxation.
    • Solo practice: PLLC wins. An LLC cannot practice a profession in New York. A New York PLLCs can.
    • Ownership & management: LLC wins. New York PLLCs must be owned and managed only by licensed professionals. LLCs don’t have ownership or management restrictions.
    • Formation time: LLC wins. New York LLCs do not need approval from NYSED to form. New York PLLCs do.
    • National recognition: LLC wins. LLCs are more widely recognized than PLLCs in the United States.

  5. New York Business Corporation vs PLLC

    • Liability shield: Equal. Both provide the same full liability shield.
    • Charging order protection: PLLC wins. New York business corporations do not provide charging order protection. New York PLLCs do.
    • Permitted activities: PLLC wins. New York PLLCs can practice licensed professions. New York business corporations cannot.
    • Taxation: PLLC wins. Corporations are taxed as subchapter “C” corporations, unless they choose to be “S” corporations. Besides these, PLLCs can also choose to be taxed as sole proprietorships or partnerships.
    • Solo practice: PLLC wins. A New York business corporation cannot practice a profession. A New York PLLCs can.
    • Ownership & management: Business corporation wins. New York PLLCs must be owned and managed only by licensed professionals. Business corporations don’t have ownership or management restrictions.
    • Formation time: Business corporation wins. New York business corporations do not need approval from NYSED to form. New York PLLCs do.
    • National recognition: Business corporation wins. Business corporations are more widely recognized than PLLCs in the United States.

NY PLLC checklist: Formation essentials

Clipboard with checkboxes and the words 'NY PLLC Checklist'

New York PLLC Formation: Final thoughts

Executing a New York PLLC formation is an excellent choice for protecting your practice. Compared to other options, the PLLC provides the widest amount of protection for your assets and ownership; and is the most flexible in terms of activities and taxation.

On the other hand, setting up a PLLC is a long and difficult process, even when done with no mistakes. We’ve helped hundreds of New York professionals establish their practices, and would be happy to assist with forming your PLLC.

PLLC formation in New York: Frequently Asked Questions (FAQ)

How do I form a PLLC in New York?

Forming a PLLC consists of: Choosing a name acceptable to both New York State Education Department (NYSED) and the New York Department of State (NYDOS), obtaining approval from NYSED to form the PLLC in the form of a certificate of authority, filing PLLC articles of organization with NYDOS, registering the formation with NYSED by filing certified copy of articles of organization, obtaining an employer identification number (EIN) from the IRS, creating a PLLC operating agreement, organizing the PLLC, publishing legal notices in two newspapers published in the county where the PLLC is formed for six weeks, and filing a certificate of publication with NYDOS.

What does forming a PLLC in New York cost?

NYSED filing fee: $10/owner (attorneys excluded)
NYDOS filing fee: $200
NYDOS expedite fee: $25
NYDOS certification fee fee: $10
Registered agent: $49-200 (optional)
Publication: $250 (Albany) – $1,900 (Bronx/Manhattan)
Total: $687 – $2,345

How long does it take to form a New York PLLC?

The time taken to form a PLLC in New York is largely dependent on NYSED’s caseload. A general breakdown of the timeline is as follows:

  • Time in NYSED mail room: 2-10 weeks
  • Review by NYSED (once out of mail room): 60
  • NYSED mailing time: 5-10 business days
  • Filing with NYDOS: 1-2 business days (if expedited handling requested)
  • Registration with NYSED: 4-12 weeks
  • Publication (Concurrent with NYSED registration): 6 weeks

Total time to be ready to use: 3.5-5 months (upon filing with NYDOS)
Total time if medicare/medicaid credentialing required: 5.5-8 months (upon NYSED registration)

Can I use a regular LLC instead of a PLLC for my New York Practice?

No, practicing through a regular LLC or corporation in New York is a criminal offense punishable by a fine, imprisonment, and loss of licensure. To see if your specific profession requires a PLLC, review our Directory of Professions Requiring a Professional Entity.

Do I need a lawyer to form a PLLC in New York?

No. A lawyer isn’t needed to form a Professional LLC. However, setting up a PLLC is complicated, and an experienced business formation lawyer can help you navigate the process.

When you hire us to set up your PLLC, we get all the information needed in the beginning, and review and refine it to minimize pushback from NYSED and NYDOS. We then prepare all the documents, handle all the communications, and shepherd the entire process, while sending you periodic updates along the way. Rarely, NYSED contacts us with something they are slightly uncomfortable with. When this happens, we work with you and them to find a solution where everyone is comfortable, and NYSED usually approves on the spot. Typically, all you have to do is sign documents at the starting line and finish line – we do everything else.

Can I convert an LLC into a New York PLLC?

Yes and No. New York doesn’t have a direct “conversion” mechanism under the law. The but you can arrive at the same outcome through the complex process of a “merger.” In a merger, a new PLLC is formed, and then the LLC becomes part of the PLLC and ceases to exist. The PLLC remains as the legal continuation of the LLC. So all the contracts, and other legal rights and obligations, the LLC previously had would transfer to the PLLC. If done correctly, the PLLC can even “inherit” the EIN of the LLC. This means that things tied to an LLC’s EIN, such as bank accounts and tax-elections would transfer automatically to the PLLC.

Can I start a New York practice without a PLLC?

Yes. The most basic business form is the “sole proprietorship.” This is where you simply hang a sign on your door and say you’re open for business. Professionals can practice in New York through a sole proprietorship. However, in a sole proprietorship, you and your practice are treated as a single unit. So your personal assets aren’t protected in your business.

For example, imagine if someone was walking up the stairs to your office, and slipped on a puddle of water. The person fell and was seriously injured. The person sues your practice is awarded $5,000,000 by the court. Your practice has $1,000,000 in assets and pays this amount to the person. What happens to the remaining $4,000,000? If your practice was a sole proprietorship, you would be personally responsible for it, and would need to pay the $4,000,000 out of your personal assets even if it bankrupts you. But, if your practice was a PLLC, you won’t have to pay a cent out of your personal assets, and the person forfeits the $4,000,000.

Can I form a New York PLLC with someone from a different profession?

Yes, with exceptions. NYSED allows PLLCs to practice multiple professions, so long as at least one owner of the PLLC is licensed in each of the professions practiced. However, you cannot form a PLLC that will practice more than one profession, if it will practice any of the following professions (for full rules and exceptions, see our Multi-Profession Ownership Guide):

  • Certified behavior analyst assistant
  • Creative arts therapist
  • Dentist
  • Licensed behavior analyst
  • Licensed clinical social worker
  • Marriage and family therapist
  • Doctor
  • Mental health counselor
  • Psychoanalyst

Does a New York PLLC protect me from malpractice liability?

A New York PLLC protects your personal assets from the general debts and liabilities of the business, such as a broken commercial lease, unpaid vendor invoices, or a slip-and-fall lawsuit in your waiting room. Crucially, it also protects you from the professional malpractice of your co-owners. However, a PLLC does not shield you from personal liability for your own professional malpractice. You are always personally liable for your own negligence or misconduct, which is why maintaining adequate professional malpractice insurance remains essential even after your PLLC is formed.

Flat-fee New York Professional Limited Liability Company (PLLC) Formation Service

James Hsui, NYC Business Attorney

Want to form a New York professional limited liability company (PLLC)? Our NYC PLLC startup lawyer has formed hundreds of PLLCs for NYS professionals since 2015. We have a 100% success rate*. Fixed-fee NY PLLC formation packages available.

Zero-Risk Guarantee: If your PLLC formation is rejected by the NYS Education Department, you get a 100% refund of all fees paid (and not just the legal fees).

Flat-Rate Legal Fee: $1,689*

Immediate New York PLLC Formation Quote

*Flat-rate fee does not include state fees or annual registered agent fees. As of January 2024, state filing fees are $235, plus $10/member. Engineering, land surveying and geology PLLCs are also subject to an NYSED certificate of authorization fee of $125/3 years. Accounting PLLCs are subject to a variable fee equal to $50/office plus $10/licensed member plus $900/unlicensed member.
LLC post-formation publication services are not part of this package, and sold separately.
While we have a 100% success rate, we’re legally required to inform you that past success is not indicative of future results.

Lowest cost options, inclusive of state filing fees:

  • Without publication: $1,934
  • With Albany publication & registered agent: $2,672
  • With Manhattan/Bronx publication: $3,723

Free consultation with our PLLC formation lawyer

A New York PLLC must publish legal notices within 120 days of its formation. We’d be glad to help with the process.

See everything included in our flat-fee package

Don’t risk a rejection that sets you back months. We navigate the entire New York bureaucratic maze for you. Your package includes the following, handled personally by James Hsui:

  • Provide guidance with PLLC business name requirements
  • Prepare professional practice entity affidavit
  • Notarize professional practice entity affidavit (optional)
  • Draft PLLC articles of organization
  • Prepare PLLC formation approval application
  • Submit PLLC formation approval application to the NYS Education Department
  • Manage all communications, queries, and requests from the NYS Education Department
  • Get PLS-709 certificate of authority from the NYS Education Department
  • Submit articles of organization and certificate of authority with the NYS Department of State, Division of Corporations
  • Get certified copy of articles of organization
  • File copy of the articles with the NYS Education Department
  • Provide basic PLLC operating agreement
  • Prepare statement of the organizer
  • Prepare initial member (owner) resolutions
  • Prepare initial manager resolutions
  • Provide member unit notices
  • Provide initial membership ledger entry
  • Apply for employer identification number (EIN), if requested

Fixed-Fee New York PLLC Formation Service

Immediate Quote for Forming your PLLC in New York
Schedule free consultation with our PLLC formation lawyer today

Law practice PLLCs are formed differently. Contact us for information about forming a PLLC for your law practice.

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How to Start a Nonprofit Organization in New York

So you want to start a nonprofit in New York? Here is a step-by-step guide to forming a New York nonprofit organization

Welcome to our guide to starting a New York nonprofit organization. The purpose of this blog post is to provide a general overview about how to start a nonprofit organization under New York and federal (United States) law. There are many different types of nonprofit that you can form. These include 501(c)(3) charitable, educational or religious organizations, 501(c)(4) community welfare organizations, 501(c)(6) chambers of commerce, 501(c)(7) social clubs, 501(c)(10) lodge system fraternities and sororities and 527 political action committees, amongst others. If you are interested specifically in forming a New York 501(c)(3), it may be helpful please see our comprehensive guide to starting a New York 501(c)(3) nonprofit organization, which also includes free forms prepared by our firm for you to do so.
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501(c)(3) Nonprofit Types: Public Charity & Private Foundation Classification

501(c)(3)s are not all the same - what's your nonprofit's foundation classification

While most starting out in the nonprofit community are aware what 501(c)(3) means, many are unaware that there are different classifications, or types, of 501(c)(3) nonprofits. Specifically, there are two main 501(c)(3) nonprofit types: public charity or private foundation, each of which with their own subclassifications. In practice, the classification and subclassification of a 501(c)(3) is known as its “foundation status.”

Determining the foundation status of an organization is important because the type of a 501(c)(3) nonprofit dictates what a nonprofit can do, cannot do and must do. In general, being classified as a private foundation is less tax advantageous than being classified as a public charity. The purpose of this blog post is to provide an overview of the different foundation statuses available to a nonprofit.
Read More “501(c)(3) Nonprofit Types: Public Charity & Private Foundation Classification”

Nonprofit, NGO & 501(c)(3) – What’s the Difference?

Nonprofit, NGO & 501(c)(3) - What is the Difference?

“Nonprofit” or “Nonprofit Organization (NPO),” “Non-Governmental-Organization (NGO)” and 501(c)(3) are terms often used, in the United States, informally to describe the same thing: an organization exempt from taxation under section 501(c)(3) of the Internal Revenue Code (i.e. “501(c)(3)” organization). However, each of these terms actually has a different and specific meaning. In short, an “NGO” is a subset of a nonprofit, not every nonprofit or NGO is a 501(c)(3), and all 501(c)(3)s are nonprofits.
Read More “Nonprofit, NGO & 501(c)(3) – What’s the Difference?”

How Many Directors are Needed on a 501(c)(3) Nonprofit Board?

We are often asked how many directors a nonprofit needs. The answer really depends on a variety of factors including where the nonprofit was incorporated, whether the nonprofit is a 501(c)(3) or other 501(c) organization, what kind of 501(c)(3) the nonprofit will be, and the identities of the directors. This blog post will answer many of the frequently asked questions about the composition of nonprofit and 501(c)(3) boards of directors.
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How to Start a New York 501(c)(3) Nonprofit NGO

Here is our comprehensive guide to starting a 501(c)(3) nonprofit NGO in New York. The path to 501(c)(3) can be overwhelming, involving review at both the federal (U.S.) and state levels. We hope this guide will be of help to you in navigating the complexities involved in the state process — incorporating a nonprofit NGO under New York law — and the federal process — being recognized as exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code (the U.S. tax law).
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