121-1502 - New York registered foreign limited liability partnership.

§ 121-1502. New York registered foreign limited liability partnership.  (a)  In order for a foreign limited liability partnership to carry on or  conduct or transact business or activities  as  a  New  York  registered  foreign  limited  liability  partnership  in  this  state,  such foreign  limited liability partnership shall file with the department of state  a  notice  which  shall  set  forth:  (i)  the name under which the foreign  limited liability partnership intends to carry on or conduct or transact  business or activities in this state; (ii) the date  on  which  and  the  jurisdiction  in which it registered as a limited liability partnership;  (iii) the address  of  the  principal  office  of  the  foreign  limited  liability   partnership;  (iv)  the  profession  or  professions  to  be  practiced by such foreign limited liability partnership and a  statement  that  it  is  a foreign limited liability partnership eligible to file a  notice under this chapter; (v) a designation of the secretary  of  state  as  agent of the foreign limited liability partnership upon whom process  against it may be served and the post office address within  or  without  this  state  to  which  the  secretary of state shall mail a copy of any  process against it or served  upon  it;  (vi)  if  the  foreign  limited  liability  partnership  is  to  have  a  registered  agent, its name and  address in this state and a statement that the registered agent is to be  the agent of the foreign limited liability partnership upon whom process  against it may be served; (vii) a statement that its registration  as  a  limited  liability partnership is effective in the jurisdiction in which  it registered as a limited liability partnership  at  the  time  of  the  filing  of  such  notice;  (viii)  a  statement that the foreign limited  liability partnership is filing a notice in order to obtain status as  a  New  York  registered foreign limited liability partnership; (ix) if the  registration of the foreign  limited  liability  partnership  is  to  be  effective  on  a  date  later  than the time of filing, the date, not to  exceed  sixty  days  from  the  date  of  filing,   of   such   proposed  effectiveness;  and  (x) any other matters the foreign limited liability  partnership determines to include in the notice. Such  notice  shall  be  accompanied  by  either  (1)  a copy of the last registration or renewal  registration (or similar filing), if any, filed by the  foreign  limited  liability  partnership  with  the  jurisdiction where it registered as a  limited liability partnership  or  (2)  a  certificate,  issued  by  the  jurisdiction  where  it  registered  as a limited liability partnership,  substantially  to  the  effect  that  such  foreign  limited   liability  partnership  has filed a registration as a limited liability partnership  which is effective on the date of the certificate (if such registration,  renewal  registration  or  certificate  is  in  a  foreign  language,  a  translation  thereof  under  oath  of  the  translator shall be attached  thereto). Such notice shall also be accompanied by a fee of two  hundred  fifty dollars.    (b)  Without  excluding  other activities which may not constitute the  carrying on or conducting or transacting of business  or  activities  in  this  state,  for  purposes  of  determining  whether  a foreign limited  liability  partnership  is  required  to  file  a  notice  pursuant   to  subdivision (a) of this section, a foreign limited liability partnership  shall  not  be considered to be carrying on or conducting or transacting  business or activities in this state by reason of carrying  on  in  this  state any one or more of the following activities:    (i)  maintaining  or  defending  any  action  or  proceeding,  whether  judicial,  administrative,  arbitrative  or  otherwise,   or   effecting  settlement thereof or the settlement of claims or disputes;    (ii) holding meetings of its partners; or    (iii) maintaining bank accounts.The  specification  in  this subdivision does not establish a standard  for activities which may subject a foreign limited liability partnership  to service of process under this article or any other  statute  of  this  state.  The  filing  of  a  notice  pursuant  to subdivision (a) of this  section  by  a foreign limited liability partnership shall not by itself  be deemed to be evidence that such foreign limited liability partnership  is carrying on or conducting or transacting business  or  activities  in  this state.    (c)  A notice shall be executed by one or more partners of the foreign  limited liability partnership.    (d) If a signed notice delivered to the department of state for filing  complies as to form with the requirements of  law  and  the  filing  fee  required by any statute of this state has been paid, the notice shall be  filed  and  indexed  by  the  department  of state. If a foreign limited  liability partnership that is a  New  York  registered  foreign  limited  liability partnership dissolves, a foreign limited liability partnership  which  is  the  successor  to  such  New York registered foreign limited  liability partnership (i) shall not be required to file a new notice and  shall be deemed  to  have  filed  the  notice  filed  by  the  New  York  registered foreign limited liability partnership pursuant to subdivision  (a)  of this section, as well as any withdrawal notice filed pursuant to  subdivision (e) of this section, any statement or certificate of consent  filed pursuant to subdivision (f) of this  section  and  any  notice  of  amendment  filed  pursuant  to  subdivision (i) of this section and (ii)  shall be bound by any revocation of status pursuant to  subdivision  (f)  of  this  section  and  any  annulment  thereof of the dissolved foreign  limited liability partnership that was a  New  York  registered  foreign  limited  liability  partnership. For purposes of this section, a foreign  limited liability partnership  is  a  successor  to  a  foreign  limited  liability  partnership  that  was  a New York registered foreign limited  liability partnership if a  majority  of  the  total  interests  in  the  current  profits of such successor foreign limited liability partnership  are held by  partners  of  the  predecessor  foreign  limited  liability  partnership  that  was  a  New York registered foreign limited liability  partnership  who  were  partners   of   such   predecessor   partnership  immediately prior to the dissolution of such predecessor partnership.    (e) A notice may be withdrawn by filing with the department of state a  written  withdrawal  notice  executed by one or more partners of the New  York registered foreign limited liability partnership, with a filing fee  of sixty dollars. A withdrawal notice must  include:  (i)  the  name  or  names  under  which  the  New  York registered foreign limited liability  partnership carried on or conducted or transacted business or activities  in this state (and if it has  been  changed  since  the  filing  of  the  notice,  the  name  under  which  it filed such notice); (ii) the date a  notice was filed with the department of state  pursuant  to  subdivision  (a)  of  this  section;  (iii)  the  address  of the New York registered  foreign  limited  liability  partnership's  principal  office  and   the  jurisdiction   in   which  it  is  registered  as  a  limited  liability  partnership; (iv) if the withdrawal of the New York  registered  foreign  limited  liability  partnership  is to be effective on a date later than  the time of such filing, the date, not to exceed  sixty  days  from  the  date  of  such  filing,  of such proposed effectiveness; (v) a statement  acknowledging  that  the  withdrawal  terminates  the  foreign   limited  liability  partnership's status as a New York registered foreign limited  liability partnership; and (vi) any other information determined by  the  New  York registered foreign limited liability partnership. A withdrawal  notice  terminates  the  status  of  the   foreign   limited   liability  partnership   as   a  New  York  registered  foreign  limited  liabilitypartnership as of the date of filing of the notice or as  of  the  later  date, if any, specified in the notice, not to exceed sixty days from the  date  of such filing. The termination of status shall not be affected by  errors in the information stated in the withdrawal notice. If a New York  registered   foreign   limited   liability   partnership  ceases  to  be  denominated as a registered limited  liability  partnership  or  limited  liability  partnership  under the laws of the jurisdiction governing the  agreement under which such New York registered foreign limited liability  partnership operates, it shall within thirty days after  the  occurrence  of such event file a withdrawal notice pursuant to this subdivision.    (f) (I) Each New York registered foreign limited liability partnership  shall, within sixty days prior to the fifth anniversary of the effective  date  of its notice and every five years thereafter, furnish a statement  to the department of state setting forth:    (i) the name under which  the  New  York  registered  foreign  limited  liability  partnership  is  carrying  on  or  conducting  or transacting  business or activities in this state, (ii) the address of the  principal  office of the New York registered foreign limited liability partnership,  (iii)  the post office address within or without this state to which the  secretary of state shall mail a copy of any process accepted against  it  served  upon  him  or  her,  which  address shall supersede any previous  address on file with the department of state for this purpose, and  (iv)  a  statement  that  it  is  a foreign limited liability partnership. The  statement shall be executed by one or more  partners  of  the  New  York  registered foreign limited liability partnership. The statement shall be  accompanied  by a fee of fifty dollars. If a New York registered foreign  limited liability  partnership  shall  not  timely  file  the  statement  required  by  this  subdivision, the department of state may, upon sixty  days' notice mailed to the address of such New York  registered  foreign  limited  liability  partnership as shown in the last notice or statement  or certificate of amendment filed by such New  York  registered  foreign  limited  liability partnership, make a proclamation declaring the status  of such New York registered foreign limited liability partnership to  be  revoked pursuant to this subdivision. The department of state shall file  the original proclamation in its office and shall publish a copy thereof  in  the  state register no later than three months following the date of  such proclamation. Upon the publication  of  such  proclamation  in  the  manner aforesaid, the status of each New York registered foreign limited  liability partnership named in such proclamation shall be deemed revoked  without  further  legal  proceedings.  Any  New  York registered foreign  limited liability partnership whose status was so revoked  may  file  in  the  department of state a certificate of consent certifying that either  a statement required by this subdivision has been filed  or  accompanies  the  certificate  of  consent and all fees imposed under this chapter on  the New York registered foreign limited liability partnership have  been  paid. The filing of such certificate of consent shall have the effect of  annulling all of the proceedings theretofore taken for the revocation of  the  status  of  such  New  York  registered  foreign  limited liability  partnership under this subdivision  and  (1)  the  New  York  registered  foreign  limited liability partnership shall thereupon have such powers,  rights, duties and obligations as it had on the date of the  publication  of  the  proclamation,  with  the  same  force  and  effect  as  if such  proclamation had not been made or published  and  (2)  such  publication  shall  not  affect  the  applicability  of  the laws of the jurisdiction  governing the agreement under which such  New  York  registered  foreign  limited liability partnership is operating (including laws governing the  liability  of  partners)  to any debt, obligation or liability incurred,  created or assumed from the date  of  publication  of  the  proclamationthrough the date of the filing of the certificate of consent. The filing  of  a  certificate  of  consent  shall  be accompanied by a fee of fifty  dollars and if accompanied by a statement,  the  fee  required  by  this  subdivision. If, after the publication of such proclamation, it shall be  determined  by  the  department  of  state that the name of any New York  registered  foreign  limited  liability  partnership   was   erroneously  included  in  such  proclamation,  the  department  of  state shall make  appropriate entry on its records, which entry shall have the  effect  of  annulling all of the proceedings theretofore taken for the revocation of  the  status  of  such  New  York  registered  foreign  limited liability  partnership under this subdivision and  (1)  such  New  York  registered  foreign  limited  liability  partnership shall have such powers, rights,  duties and obligations as it had on the date of the publication  of  the  proclamation, with the same force and effect as if such proclamation had  not been made or published and (2) such publication shall not affect the  applicability  of  the  laws of the jurisdiction governing the agreement  under  which  such  New  York  registered  foreign   limited   liability  partnership  is  operating  (including  laws  governing the liability of  partners) to any debt, obligation  or  liability  incurred,  created  or  assumed  from  the  date  of publication of the proclamation through the  date of the making of the entry on the  records  of  the  department  of  state.   Whenever  a  New  York  registered  foreign  limited  liability  partnership shall have filed a certificate of consent pursuant  to  this  subdivision  or  if  the  name  of a New York registered foreign limited  liability partnership was erroneously included  in  a  proclamation  and  such  proclamation was annulled, the department of state shall publish a  notice thereof in the state register.    (II) (A) Within one hundred twenty days after the  effective  date  of  the  notice  filed  under subdivision (a) of this section, a copy of the  same or a notice containing the substance  thereof  shall  be  published  once  in  each  week  for six successive weeks, in two newspapers of the  county within this state in which the principal office  of  the  foreign  limited  liability  partnership  is located, one newspaper to be printed  weekly and one newspaper to be printed daily, to be  designated  by  the  county  clerk.    When  such  county  is  located  within  a city with a  population of one million or more, such designation shall be  as  though  the   copy  or  notice  were  a  notice  or  advertisement  of  judicial  proceedings. Proof of the publication  required  by  this  subparagraph,  consisting  of  the  certificate  of  publication of the foreign limited  liability  partnership  with  the  affidavits  of  publication  of  such  newspapers  annexed thereto, must be filed with the department of state,  with a filing fee of fifty dollars.  Notwithstanding any other provision  of law, if the office of the foreign limited  liability  partnership  is  located  in  a county wherein a weekly or daily newspaper of the county,  or both, has not been so  designated  by  the  county  clerk,  then  the  publication herein required shall be made in a weekly or daily newspaper  of any county, or both, as the case may be, which is contiguous to, such  county,   provided   that   any  such  newspaper  meets  all  the  other  requirements of this subparagraph. A  copy  or  notice  published  in  a  newspaper  other  than  the  newspaper  or  newspapers designated by the  county clerk shall not be deemed to be one of the publications  required  by  this  subparagraph.  The notice shall include:   (l) the name of the  foreign limited liability partnership; (2) the date of  filing  of  such  notice  with  the  department of state; (3) the jurisdiction and date of  its organization; (4)  the  county  within  this  state,  in  which  the  principal  office  of  the  foreign  limited  liability  partnership  is  located; (4-a) the street address of the principal business location, if  any; (5) a statement that the secretary of state has been designated  asagent  of  the  foreign  limited liability partnership upon whom process  against it may be served and the post office address within  or  without  this  state  to  which  the  secretary of state shall mail a copy of any  process  against  it  served upon him or her; (6) if the foreign limited  liability partnership is to have a registered agent, his or her name and  address within this state and a statement that the registered  agent  is  to  be  the agent of the foreign limited liability partnership upon whom  process against it may be served; (7) the address of the office required  to be maintained in the jurisdiction of its organization by the laws  of  that jurisdiction or, if not so required, of the principal office of the  foreign  limited  liability partnership; (8) the name and address of the  authorized officer in its jurisdiction  in  which  it  registered  as  a  limited  liability partnership where a copy of its registration is filed  or, if no public filing of its registration is required by  the  law  of  its  jurisdiction  of organization, a statement that the foreign limited  liability partnership shall provide, on request, a copy thereof with all  amendments thereto (if such documents  are  in  a  foreign  language,  a  translation  thereof  under  oath  of  the  translator shall be attached  thereto), and the name and post office address of the person responsible  for providing such copies; or  (9)  the  character  or  purpose  of  the  business  of  such  foreign limited liability partnership. Where, at any  time after completion of  the  first  of  the  six  weekly  publications  required  by  this subparagraph and prior to the completion of the sixth  such weekly publication, there is a change in  any  of  the  information  contained  in  the  copy  or  notice  as  published, the foreign limited  liability partnership may complete the  remaining  publications  of  the  original  copy  or notice, and the foreign limited liability partnership  shall not be required to publish any further or amended copy or  notice.  Where,  at  any  time  after  completion  of the six weekly publications  required by  this  subparagraph,  there  is  a  change  to  any  of  the  information  contained in the copy or notice as published, no further or  amended publication or republication shall be required to  be  made.  If  within  one  hundred  twenty days after the effective date of the notice  required to be filed under subdivision (a) of  this  section,  proof  of  such  publication,  consisting  of the certificate of publication of the  foreign limited liability partnership with the affidavits of publication  of the newspapers annexed thereto has not been filed with the department  of state, the authority of such foreign limited liability partnership to  carry on, conduct or transact  any  business  in  this  state  shall  be  suspended, effective as of the expiration of such one hundred twenty day  period.  The failure of a foreign limited liability partnership to cause  such copy or notice to be published and such certificate of  publication  and  affidavits  of publication to be filed with the department of state  within such one hundred twenty day period  or  the  suspension  of  such  foreign  limited  liability partnership's authority to carry on, conduct  or transact business in this state pursuant to this  subparagraph  shall  not  limit or impair the validity of any contract or act of such foreign  limited liability partnership, or any right or remedy of any other party  under or by virtue of any contract, act  or  omission  of  such  foreign  limited  liability  partnership,  or  the  right  of  any other party to  maintain any action or special proceeding on any such contract,  act  or  omission,  or  right  of  such  foreign limited liability partnership to  defend any action or special proceeding in this state, or result in  any  partner  or agent of such foreign limited liability partnership becoming  liable for the contractual  obligations  or  other  liabilities  of  the  foreign  limited  liability  partnership.  If, at any time following the  suspension of a foreign limited  liability  partnership's  authority  to  carry  on,  conduct  or transact business in this state pursuant to thissubparagraph, such foreign limited  liability  partnership  shall  cause  proof  of  publication  in  substantial  compliance  with the provisions  (other than the one hundred twenty day  period)  of  this  subparagraph,  consisting  of  the  certificate  of  publication of the foreign limited  liability  partnership  with  the  affidavits  of  publication  of   the  newspapers  annexed  thereto,  to be filed with the department of state,  such  suspension  of  such  foreign  limited   liability   partnership's  authority to carry on, conduct or transact business shall be annulled.    (B)(1)  A  foreign  limited liability partnership which was formed and  filed the notice required to be filed  under  subdivision  (a)  of  this  section  prior  to  the  effective  date of this subparagraph, and which  filed a notice and complied with the publication and filing requirements  of this paragraph as in effect prior to such effective date shall not be  required to make any publication or republication or  any  filing  under  subparagraph  (A)  of  this  paragraph,  and  shall  not  be  subject to  suspension pursuant to this paragraph.    (2)  Within  twelve  months  after  the   effective   date   of   this  subparagraph,  a  foreign limited liability partnership which was formed  and filed the notice required to be filed under subdivision (a) of  this  section  prior  to such effective date and which did not comply with the  publication and filing requirements of this paragraph as in effect prior  to such effective date shall publish a copy of its notice  or  a  notice  containing  the substance thereof in the manner required (other than the  one hundred twenty day period) by this paragraph as in effect  prior  to  such  effective  date  and file proof of such publication, consisting of  the  certificate  of  publication  of  the  foreign  limited   liability  partnership with the affidavits of publication of the newspapers annexed  thereto, with the department of state.    (3)  If a foreign limited liability partnership that is subject to the  provisions of clause two of this subparagraph fails to file the required  proof of publication with the department of state within  twelve  months  after  the  effective  date of this subparagraph, its authority to carry  on, conduct or transact any business in this state shall  be  suspended,  effective as of the expiration of such twelve month period.    (4)  The  failure  of  a foreign limited liability partnership that is  subject to the provisions of clause two of this  subparagraph  to  fully  comply  with the provisions of said clause two or the suspension of such  foreign limited liability partnership's authority to carry  on,  conduct  or  transact any business in this state pursuant to clause three of this  subparagraph shall not impair or limit the validity of any  contract  or  act  of  such  foreign  limited  liability  partnership, or any right or  remedy of any other party under or by virtue of  any  contract,  act  or  omission  of such foreign limited liability partnership, or the right of  any other party to maintain any action or special proceeding on any such  contract, act or omission, or right of such  foreign  limited  liability  partnership to defend any action or special proceeding in this state, or  result  in  any  partner  or  agent  of  such  foreign limited liability  partnership becoming liable for the  contractual  obligations  or  other  liabilities of the foreign limited liability partnership.    (5)  If,  at  any  time  following the suspension of a foreign limited  liability partnership's authority  to  carry  on,  conduct  or  transact  business  in  this state, pursuant to clause three of this subparagraph,  such  foreign  limited  liability  partnership  shall  cause  proof   of  publication  in  substantial  compliance with the provisions (other than  the  one  hundred  twenty  day  period)  of  subparagraph  (A)  of  this  paragraph,  consisting  of the certificate of publication of the foreign  limited liability partnership with the affidavits of publication of  the  newspapers  annexed  thereto,  to be filed with the department of state,such  suspension  of  such  foreign  limited   liability   partnership's  authority to carry on, conduct or transact business shall be annulled.    (6) For the purposes of this subparagraph, a foreign limited liability  partnership  which  was formed and filed the notice required to be filed  under subdivision (a) of this section prior to  the  effective  date  of  this  subparagraph shall be deemed to have complied with the publication  and filing requirements of this paragraph as in  effect  prior  to  such  effective  date  if  (A)  the  foreign limited liability partnership was  formed and filed the notice required to be filed under  subdivision  (a)  of  this section on or after January first, nineteen hundred ninety-nine  and prior to such effective  date  and  the  foreign  limited  liability  partnership  filed at least one affidavit of the printer or publisher of  a newspaper with the department of state  at  any  time  prior  to  such  effective  date,  or  (B)  the foreign limited liability partnership was  formed and filed the notice required to be filed under  subdivision  (a)  of  this  section  prior to January first, nineteen hundred ninety-nine,  without regard to whether the foreign limited liability partnership  did  or did not file any affidavit of the printer or publisher of a newspaper  with the secretary of state.    (C)  The  information in a notice published pursuant to this paragraph  shall be presumed to be in  compliance  with  and  satisfaction  of  the  requirements of this paragraph.    (g) The filing of a withdrawal notice by a New York registered foreign  limited  liability  partnership  pursuant  to  subdivision  (e)  of this  section, a revocation of status pursuant  to  subdivision  (f)  of  this  section  and the filing of a notice of amendment pursuant to subdivision  (i) of this section shall not affect the applicability of  the  laws  of  the  jurisdiction  governing  the  agreement  under  which  such foreign  limited liability partnership is operating (including laws governing the  liability of partners) to any debt, obligation  or  liability  incurred,  created or assumed while the foreign limited liability partnership was a  New  York  registered  foreign  limited  liability  partnership. After a  withdrawal or revocation of registration, the foreign limited  liability  partnership  shall for all purposes continue to be a foreign partnership  without limited partners under the laws of this state.    (h) The department of state shall remove from its active  records  the  notice  of any New York registered foreign limited liability partnership  whose notice has been withdrawn or revoked.    (i) A notice or statement filed with the  department  of  state  under  this  section  may be amended or corrected by filing with the department  of state a notice of amendment executed in accordance  with  subdivision  (c) of this section. No later than ninety days after (i) a change in the  name of the New York registered foreign limited liability partnership or  (ii)  a  partner  of  the  New York registered foreign limited liability  partnership becomes aware that any statement in a  notice  or  statement  was  false  in  any  material  respect  when  made  or that an event has  occurred which makes the notice or statement inaccurate in any  material  respect,  the  New York registered foreign limited liability partnership  shall file a notice of amendment. The filing of a  notice  of  amendment  shall  be  accompanied  by  a  fee  of sixty dollars. The certificate of  amendment shall set  forth:  (i)  the  name  of  the  limited  liability  partnership  and,  if  it  has  been  changed,  the  name under which it  originally filed a notice under this section and (ii) the date of filing  its initial registration or statement.    (i-1) A certificate of change  which  changes  only  the  post  office  address to which the secretary of state shall mail a copy of any process  against  a  New  York  registered  foreign limited liability partnership  served upon him or the address of the registered  agent,  provided  suchaddress  being  changed  is  the  address  of  a  person, partnership or  corporation whose address, as agent, is the address to be changed or who  has been designated as  registered  agent  of  such  registered  foreign  limited  liability  partnership  shall  be  signed  and delivered to the  department of state by such agent. The certificate of change  shall  set  forth: (i) the name of the New York registered foreign limited liability  partnership;  (ii)  the  date  of  filing of its initial registration or  notice statement; (iii) each change effected thereby; (iv) that a notice  of the proposed change was mailed to the limited  liability  partnership  by  the party signing the certificate not less than thirty days prior to  the date of delivery to the department of state and  that  such  limited  liability  partnership  has not objected thereto; and (v) that the party  signing  the  certificate  is  the  agent  of  such  limited   liability  partnership  to whose address the secretary of state is required to mail  copies of process or the registered  agent,  if  such  be  the  case.  A  certificate  signed  and  delivered  under this subdivision shall not be  deemed to effect a change of location  of  the  office  of  the  limited  liability  partnership  in  whose  behalf such certificate is filed. The  certificate of change shall be accompanied by a fee of five dollars.    (j) The filing of a notice of amendment pursuant to subdivision (i) of  this section with the department of state shall not alter the  effective  date of the notice being amended or corrected.    (k)   Each  foreign  limited  liability  partnership  carrying  on  or  conducting or transacting business or activities in this state shall use  a name which contains without abbreviation the words "Registered Limited  Liability  Partnership"  or  "Limited  Liability  Partnership"  or   the  abbreviations  "R.L.L.P.",  "RLLP",  "P.L.L.", "PLL", "L.L.P." or "LLP";  provided,  however,  the  partnership  may  use  any   such   words   or  abbreviation, without limitation, in addition to its registered name.    (l)  Subject  to  the  constitution  of  this  state,  the laws of the  jurisdiction that govern a foreign limited liability  partnership  shall  determine  its internal affairs and the liability of partners for debts,  obligations and liabilities of, or chargeable to,  the  foreign  limited  liability partnership; provided that (i) each partner, employee or agent  of  a  foreign  limited  liability partnership who performs professional  services in this state on  behalf  of  such  foreign  limited  liability  partnership shall be personally and fully liable and accountable for any  negligent  or  wrongful  act or misconduct committed by him or her or by  any person under  his  or  her  direct  supervision  and  control  while  rendering  such  professional  services  in  this  state  and shall bear  professional responsibility  for  compliance  by  such  foreign  limited  liability partnership with all laws, rules and regulations governing the  practice  of  a  profession  in  this  state  and (ii) each shareholder,  director, officer, member, manager, partner,  employee  or  agent  of  a  professional   service   corporation,   foreign   professional   service  corporation, professional service  limited  liability  company,  foreign  professional  service  limited  liability  company,  registered  limited  liability  partnership,  foreign  limited   liability   partnership   or  professional  partnership  that  is  a  partner,  employee or agent of a  foreign limited liability partnership who performs professional services  in this state on behalf of such foreign  limited  liability  partnership  shall  be  personally and fully liable and accountable for any negligent  or wrongful act or misconduct committed by him or her or by  any  person  under  his  or  her  direct  supervision  and  control  while  rendering  professional services in this state in his or her capacity as a partner,  employee or agent of such  foreign  limited  liability  partnership  and  shall  bear  professional  responsibility for compliance by such foreign  limited liability partnership  with  all  laws,  rules  and  regulationsgoverning  the  practice of a profession in this state. The relationship  of a professional to a foreign limited liability partnership with  which  such  professional  is  associated,  whether  as  a partner, employee or  agent,   shall  not  modify  or  diminish  the  jurisdiction  over  such  professional of the licensing authority and, in the case of an  attorney  and  counsellor-at-law  or  a  professional service corporation, foreign  professional service corporation, professional service limited liability  company,  foreign  professional  service  limited   liability   company,  registered  limited  liability  partnership,  foreign  limited liability  partnership or professional partnership engaged in the practice of  law,  the courts of this state. A limited partnership formed under the laws of  any  jurisdiction,  other  than  this  state,  which is denominated as a  registered  limited   liability   partnership   or   limited   liability  partnership  under  such  laws  shall  be  recognized in this state as a  foreign limited partnership but  not  as  a  foreign  limited  liability  partnership   or   a  New  York  registered  foreign  limited  liability  partnership. Except to the extent  provided  in  article  eight  of  the  limited  liability  company  law, a partnership without limited partners  operating under an agreement governed by the laws of  any  jurisdiction,  other  than  this  state,  which  is denominated as a registered limited  liability partnership or a  limited  liability  partnership  under  such  laws,  but  is  not  a  foreign  limited liability partnership, shall be  recognized in this  state  as  a  foreign  partnership  without  limited  partners,  but  not  as a foreign limited liability partnership or a New  York registered foreign limited liability partnership.    (m) A foreign limited liability partnership carrying on or  conducting  or transacting business or activities in this state without having filed  a  notice  pursuant  to subdivision (a) of this section may not maintain  any action, suit or special proceeding in any court of this state unless  and until such foreign limited liability partnership  shall  have  filed  such  notice  and  paid all fees that it would have been required to pay  had it filed a notice pursuant to subdivision (a) of this section before  carrying on or conducting or transacting business or activities as a New  York registered foreign limited liability partnership in this state  and  shall  have  filed  proof  of publication pursuant to subdivision (f) of  this section. The failure of a  foreign  limited  liability  partnership  that  is carrying on or conducting or transacting business or activities  in this state to comply with the provisions of  this  section  does  not  impair  the  validity  of  any  contract  or  act of the foreign limited  liability  partnership  or  prevent  the   foreign   limited   liability  partnership from defending any action or special proceeding in any court  of this state.    (n)  A  foreign  limited  liability  partnership, other than a foreign  limited liability partnership authorized to practice law, shall be under  the supervision of the regents of the university of  the  state  of  New  York  and  be  subject  to disciplinary proceedings and penalties in the  same manner and to the same  extent  as  is  provided  with  respect  to  individuals  and their licenses, certificates and registrations in title  eight of the  education  law  relating  to  the  applicable  profession.  Notwithstanding  the  provisions  of this subdivision, a foreign limited  liability partnership authorized to practice medicine shall  be  subject  to  the  pre-hearing  procedures  and hearing procedures as are provided  with respect to individual physicians and their licenses in title  two-A  of  article  two  of the public health law. No foreign limited liability  partnership shall engage in any profession or carry on,  or  conduct  or  transact  any  other business or activities in this state other than the  rendering of the professional services or the carrying on, or conducting  or transacting of any other business  or  activities  for  which  it  isformed  and  is  authorized  to do business in this state; provided that  such foreign limited liability partnership may invest its funds in  real  estate,  mortgages,  stocks,  bonds  or  any  other type of investments;  provided,  further,  that  a  foreign  limited liability partnership (i)  authorized to practice law may only  engage  in  another  profession  or  other business or activities in this state or (ii) which is engaged in a  profession  or  other  business  or  activities  other than law may only  engage in the  practice  of  law  in  this  state,  to  the  extent  not  prohibited  by  any  other  law of this state or any rule adopted by the  appropriate appellate division of the supreme  court  or  the  court  of  appeals.    (o) No foreign limited liability partnership may render a professional  service  in  this  state except through individuals authorized by law to  render such professional service as individuals in this state.    (p) This section shall not repeal, modify or restrict any provision of  the education law or the judiciary  law  or  any  rules  or  regulations  adopted  thereunder  regulating  the  professions  referred  to  in  the  education law or the judiciary law except  to  the  extent  in  conflict  herewith.    (q)  Each  partner  of  a  foreign limited liability partnership which  provides medical services in this state must  be  licensed  pursuant  to  article  131  of the education law to practice medicine in the state and  each partner of a foreign limited liability partnership  which  provides  dental services in the state must be licensed pursuant to article 133 of  the education law to practice dentistry in this state. Each partner of a  foreign  limited liability partnership which provides veterinary service  in the state shall be licensed pursuant to article 135 of the  education  law  to  practice  veterinary  medicine in this state. Each partner of a  foreign  limited  liability  partnership  which  provides   professional  engineering,    land    surveying,    architectural   and/or   landscape  architectural services in  this  state  must  be  licensed  pursuant  to  article  145,  article  147  and/or  article 148 of the education law to  practice one or more of such professions.  Each  partner  of  a  foreign  limited  liability  partnership  which provides licensed clinical social  work services in this state must be licensed pursuant to article 154  of  the  education  law  to  practice  licensed clinical social work in this  state. Each partner of a foreign  limited  liability  partnership  which  provides  creative  arts therapy services in this state must be licensed  pursuant to article 163 of the education law to practice  creative  arts  therapy  in  this  state.  Each  partner  of a foreign limited liability  partnership which provides marriage and family therapy services in  this  state  must  be licensed pursuant to article 163 of the education law to  practice marriage and family therapy in this state. Each  partner  of  a  foreign  limited  liability  partnership  which  provides  mental health  counseling services in this state must be licensed pursuant  to  article  163  of  the  education law to practice mental health counseling in this  state. Each partner of a foreign  limited  liability  partnership  which  provides psychoanalysis services in this state must be licensed pursuant  to  article  163 of the education law to practice psychoanalysis in this  state.