How to Convert an LLC into a PLLC in New York? You Can’t—But Here’s the Solution!

You’re probably here because you’re looking for a way to Convert a New York LLC into PLLC. Like many of our clients, you likely formed an LLC and recently learnt 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.

Conversion is Impossible but a Merger Comes Close

The bad news? New York State does not allow you to simply “convert” a standard LLC into a Professional Limited Liability Company (PLLC) with a quick form. 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 is not permitted in this scenario, a statutory merger is the closest legal mechanism available under New York law to achieve the exact same operational result.

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

It is not uncommon for professionals to realize this legal error 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

The Solution: The Statutory Merger Strategy

A statutory merger allows your existing LLC to be legally absorbed into a newly formed PLLC. It is 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 a statutory merger over 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 is not 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 are 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 will 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

Need to convert a New York LLC into a New York professional service limited liability company (PLLC)? You can’t — but don’t worry, a merger of an LLC into a newly formed PLLC will do almost the same thing. Our NYC PLLC startup lawyer has formed hundreds of PLLCs for NYS professionals since 2015, and helped many transition from LLC to PLLC. 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 does not 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 $330-425, 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 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 PLLC formation and LLC into PLLC merger options, inclusive of state 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