Limited Liability Partnerships Filings

Certificate of Registration Domestic Limited Liability Partnerships

A partnership, without limited partners, each of whose partners is a professional authorized by law to render a professional service, may register as a limited liability partnership with the New York Department of State by filing a Certificate of Registration pursuant to Section 121-1500(a) of the New York State Partnership Law. "Profession" includes any practice as an attorney and counselor-at-law, or as a licensed physician, and those occupations designated in Title Eight of the New York State Education Law. For a complete listing of professional services, please see New York State Department of Education, Office of the Professions.

The completed Certificate of Registration, together with the filing fee of $200, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Publication Domestic Limited Liability Partnerships 

Section 121-1500 of the New York State Partnership Law requires that within 120 days after the effectiveness of the certificate of registration, a limited liability partnership (LLP) must publish in two newspapers a copy of the certificate of registration or a notice related to the registration of the LLP. The newspapers must be designated by the county clerk of the county within this state in which the principal office of the LLP is located, as stated in the certificate of registration. After publication, the printer or publisher of each newspaper will provide you with an affidavit of publication. A Certificate of Publication, with the affidavits of publication of the newspapers attached, must be submitted to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The fee for filing the Certificate of Publication is $50.


Notice of Registration Foreign Limited Liability Partnerships

A foreign limited liability partnership (i.e., organized in another state or country) may register to conduct or transact business in New York State as a New York registered foreign limited liability partnership. The New York Department of State does not give opinions on what activities constitute doing business in New York State for registration purposes. You may wish to review an Opinion of Counsel entitled "Doing Business" in New York: An Introduction to Qualification.

A foreign limited liability partnership may register as a New York registered foreign limited liability partnership by filing a Notice of Registration pursuant to Section 121-1502(a) of the New York State Partnership Law. The Notice of Registration must be accompanied by a copy of the last registration or renewal registration (or similar filing), if any, filed by the foreign limited liability partnership in the jurisdiction where it is registered as a limited liability partnership or a certificate, issued by the jurisdiction where it registered as a limited liability partnership.

The completed Notice of Registration, together with the filing fee of $250, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Publication Foreign Limited Liability Partnerships

Section 121-1502 of the New York State Partnership Law requires that within 120 days after the effectiveness of the notice of registration, a foreign limited liability partnership (LLP) must publish in two newspapers a copy of the notice of registration or a notice related to the registration of the LLP. The newspapers must be designated by the county clerk of the county within this state in which the principal office of the LLP is located, as stated in the notice of registration. After publication, the printer or publisher of each newspaper will provide you with an affidavit of publication. A Certificate of Publication, with the affidavits of publication of the newspapers attached, must be submitted to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The fee for filing the Certificate of Publication is $50.


Certificate of Amendment Domestic Limited Liability Partnerships

A domestic limited liability partnership may amend or correct its Certificate of Registration from time to time by filing a Certificate of Amendment pursuant to Section 121-1500(j) of the New York State Partnership Law. A Certificate of Amendment may be filed after (1) a change in the name of the limited liability partnership, (2) a change in the address for service of process, (3) a change in the name or address of the registered agent, or (4) a partner becomes aware that any statement in the registration was false in any material respect or that an event has occurred which makes the registration inaccurate.

The completed Certificate of Amendment, together with the $60 filing fee, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Amendment Foreign Limited Liability Partnerships

A New York registered foreign limited liability partnership may amend its Notice of Registration from time to time by filing a Certificate of Amendment pursuant to Section 121-1502(i) of the New York State Partnership Law. A Certificate of Amendment may be filed after (1) a change in the name of the New York registered foreign limited liability partnership, (2) a change in the address for service of process, (3) a change in the name or address of the registered agent, or (4) a partner becomes aware that any statement in the registration was false in any material respect or that an event has occurred which makes the registration inaccurate.

The completed Certificate of Amendment, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change Domestic Limited Liability Partnerships

The registered agent or addressee for service of process of a domestic registered limited liability partnership may change his or her own address on file with the New York Department of State by filing a Certificate of Change pursuant to Section 121-1500(j-1) of the New York State Partnership Law.

The certificate of change must be drafted by the filer by following the requirements of Section 121-1500(j-1) of the New York State Partnership Law. The certificate must be enclosed in a white cover sheet that sets forth the title of the document and the name and address of the individual to whom the receipt for the filing should be mailed.

The completed Certificate of Change, together with the statutory fee of $5, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.”


Certificate of Change Foreign Limited Liability Partnerships

The registered agent or addressee for service of process of a New York registered foreign limited liability partnership may change his or her own address on file with the New York Department of State by filing a Certificate of Change pursuant to Section 121-1502(i-1) of the New York State Partnership Law.

The certificate of change must be drafted by the filer by following the requirements of Section 121-1502(i-1) of the New York State Partnership Law. The certificate must be enclosed in a white cover sheet that sets forth the title of the document and the name and address of the individual to whom the receipt for the filing should be mailed.

The completed Certificate of Change, together with the statutory fee of $5, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Resignation of Registered Agent Domestic Limited Liability Partnerships

The designated registered agent of a domestic registered limited liability partnership may resign pursuant to Section 121-1506(a) of the New York State Partnership Law. The registered agent is required to file a Certificate of Resignation of Registered Agent with the New York Department of State.

The completed Certificate of Resignation of Registered Agent, together with the statutory fee of $10, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Resignation of Registered Agent Foreign Limited Liability Partnerships

The designated registered agent of a foreign registered limited liability partnership may resign pursuant to Section 121-1506(a) of the New York State Partnership Law. The registered agent is required to file a Certificate of Resignation of Registered Agent with the New York Department of State.

The completed Certificate of Resignation of Registered Agent, together with the statutory fee of $10, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Resignation for Receipt of Process Domestic Limited Liability Partnerships

The designated addressee for service of process of a domestic registered limited liability partnership may resign from this function. A Certificate of Resignation for Receipt of Process pursuant to Section 121-1506(b) of the New York State Partnership Law must be filed with the New York Department of State.

The completed Certificate of Resignation for Receipt of Process, together with the statutory fee of $10, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Resignation for Receipt of Process Foreign Limited Liability Partnerships

The designated addressee for service of process of a foreign registered limited liability partnership may resign from this function. A Certificate of Resignation for Receipt of Process pursuant to Section 121-1506(b) of the New York State Partnership Law must be filed with the New York Department of State.

The completed Certificate of Resignation for Receipt of Process, together with the statutory fee of $10, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Withdrawal Domestic Limited Liability Partnerships

A domestic limited liability partnership may terminate its status as a New York registered limited liability partnership by filing a Certificate of Withdrawal pursuant to Section 121-1500(f) of the New York State Partnership Law.

The completed Certificate of Withdrawal, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Withdrawal Foreign Limited Liability Partnerships

A foreign limited liability partnership may terminate its status as a New York registered foreign limited liability partnership by filing a Certificate of Withdrawal pursuant to Section 121-1502(e) of the New York State Partnership Law.

The completed Certificate of Withdrawal, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.