New York State Consent Process for Professional Corporations and LLCs

Professional Limited Liability Entities

NYSED’s Office of the Professions, in conjunction with the State Boards for the Professions, administers regulations for more than 50 professions in New York. Unless practicing as individuals or general partnerships, entities practicing these professions must register as a professional corporation (PC) or a professional LLC (PLLC).

General partnerships practicing a profession can register as an LLP, if limited liability status is desired but unlike professional corporations and PLLCs, LLPs do not need to obtain consent. While they need to abide by the same entity naming rules (discussed below), LLPs only need to file a certified copy of their registration certificate, as filed with the Secretary of State, with NYSED. However, CPA partnerships — both general and limited liability — must register with the NYS Board for Public Accountancy.

Excluded from the NYSED Office of Professions regulatory purview is the legal profession. For professional entities practicing law, a Certificate of Good Standing for the attorneys who make up the entity must be obtained from the New York State Bar Association and submitted with a Certificate of Incorporation or Articles of Organization.

For PCs and PLLCs practicing other professions, the process for obtaining approval gives these entities authorization (by way of a NYS Education Department Certificate of Authority) to practice their profession in New York and enables them to file formation or qualification documents with the Secretary of State.

Entity Name Rules

The following rules apply to both true and assumed names of professional entities seeking consent to do business in New York:

• The name of the entity must appropriately describe the profession to be practiced. The preferred format is to list the names of the owning professionals followed by the profession to be practiced and the appropriate corporate indicator (P.C., PLLC, etc.)
• If the name desired contains words, initials or abbreviations not commonly used in reference to the profession, a letter of explanation for those words must be provided.
• If a specialty is mentioned, proof of the entity’s authority to practice the specialty is required, such as Board Certification.
• A physician is only permitted to use the ‘M.D.’ designation if that is their specific academic degree.
• If the name of the entity references a group, there must be more than one professional shareholder or member.
• The entity is not allowed to use the following misleading words*.
  

  Cure Healing International Management Co. National Network

  Partners Spa Center  Clinic Hospital

• The entity name cannot include “claims of superiority” by using the following words*:
  

  Advanced Best Exceptional Expert Outstanding

  Premier Special Super Ultimate

*Please note that neither word list is comprehensive. The NYSED Office of the Professions may determine that other words are misleading or a claim of superiority.

Foreign entities (those not initially formed in New York) are required to follow similar rules regarding naming of domestic entities as discussed earlier. If the true name of the foreign entity does not reference the name of the profession to be practiced or does not otherwise meet the requirements, the entity will need to register an assumed name that does comply with New York’s naming rules.

Rules for Ownership and Management of the Entity

Domestic

• All shareholders, officers and directors or members and managers must be licensed to practice the profession in New York.

Foreign

• All shareholders, officers and directors or members and managers must be licensed to practice the profession in the domestic jurisdiction.
• Each individual who will be practicing the profession in New York State must be licensed in New York.  However: 
  • For corporations or limited liability companies in health services, each shareholder, officer and director or manager and member must be licensed to practice said profession in New York State and the domestic jurisdiction.
  • For limited liability companies in the design professions (such as architecture, engineering, or land surveying) each manager or member must be licensed to practice both in New York and the domestic jurisdiction.

A Note on Timing

Before diving into the details of obtaining consent, please know that one of first things you’ll need is patience! Approval for both domestic and foreign entities seeking consent from NYSED is approximately 16 weeks, as of December 2018. There have been shorter time frames in the past (and may be shorter again in the future), but at this point it is important to plan ahead and anticipate about four months to complete the process.

Domestic Entity Consent Requirements

To obtain consent for a domestic entity name, the following items must be submitted to the NYS Office of the Professions:

Foreign Entity Consent Requirements

For foreign professional entities seeking consent to do business in New York, the following items must be submitted to NYSED Office of the Professions:

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