(1) the names and residence addresses of all individuals who are to be
the original members and the original managers, if any;
(2) a statement that the professional limited liability company is
formed pursuant to section twelve hundred three of the limited liability
company law; and
(3) a statement that the amendment shall not effect a dissolution of
the limited liability company, but shall be deemed a continuation of its
existence, without affecting its then existing property rights or
liabilities or the liabilities of its members or officers as such, but
thereafter it shall have only such rights, powers and privileges, and be
subject only to such other duties and liabilities, as a professional
service limited liability company created for the same purposes under
this article.
(b) The certificate of amendment shall have attached thereto a
certificate or certificates issued by the licensing authority certifying
that each of the proposed members and managers listed:
(1) is authorized by law to practice a profession which the
professional service limited liability company is organized to practice
and, if applicable, that one or more of such individuals is authorized
to practice each profession which the professional service limited
liability company will be authorized to practice; and
(2) has been deemed to be of good moral character as may be
established by the regulations of the commissioner of education.
(c) The certificate of amendment shall also have attached thereto a
tax clearance issued by the department of taxation and finance
certifying that the existing limited liability company is current with
respect to payment of its state tax liabilities.
(d) Notwithstanding any provision of law to the contrary, any company
formed under this section shall be required to comply with all
applicable laws, rules, or regulations relating to the practice of a
profession under title eight of the education law.
Structure New York Laws