N.Y. Limited Liability Company Law 1303 – Professional relationships and liabilities
§ 1303. Professional relationships and liabilities. (a) Each member, manager, employee or agent of a foreign professional service limited liability company who performs professional services in this state on behalf of such limited liability company 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 limited liability company with all laws, rules and regulations governing the practice of a profession in this state.
Terms Used In N.Y. Limited Liability Company Law 1303
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Foreign professional service corporation: has the meaning given to it in paragraph (d) of § 1525 of the business corporation law. See N.Y. Limited Liability Company Law 1301
- Foreign professional service limited liability company: means a professional service limited liability company, whether or not denominated as such, organized under the laws of a jurisdiction other than this state, (i) each of whose members and managers, if any, is a professional authorized by law to render a professional service within this state and who is or has been engaged in the practice of such profession in such professional service limited liability company or a predecessor entity, or will engage in the practice of such profession in the professional service limited liability company within thirty days of the date such professional becomes a member, or each of whose members and managers, if any, is a professional at least one of such members is authorized by law to render a professional service within this state and who is or has been engaged in the practice of such profession in such professional service limited liability company or a predecessor entity, or will engage in the practice of such profession in the professional service limited liability company within thirty days of the date such professional becomes a member, or (ii) authorized by, or holding a license, certificate, registration or permit issued by the licensing authority pursuant to, the education law to render a professional service within this state; except that all members and managers, if any, of a foreign professional service limited liability company that provides health services in this state shall be licensed in this state. See N.Y. Limited Liability Company Law 1301
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Licensing authority: means the regents of the university of the state of New York or the state education department, as the case may be, in the case of all professions licensed under title eight of the education law, and the appropriate appellate division of the supreme court in the case of the profession of law. See N.Y. Limited Liability Company Law 1301
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Profession: includes any practice as an attorney and counselor-at-law, or as a licensed physician, and those professions designated in title eight of the education law. See N.Y. Limited Liability Company Law 1301
- Professional: means an individual duly authorized to practice a profession, a professional service corporation, a professional service limited liability company, a foreign professional service limited liability company, a registered limited liability partnership, a foreign limited liability partnership, a foreign professional service corporation or a professional partnership. See N.Y. Limited Liability Company Law 1301
- Professional partnership: means (1) a partnership without limited partners each of whose partners is a professional authorized by law to render a professional service within this state, (2) a partnership without limited partners each of whose partners is a professional, at least one of whom is authorized by law to render a professional service within this state or (3) a partnership without limited partners authorized by, or holding a license, certificate, registration or permit issued by the licensing authority pursuant to the education law to render a professional service within this state; except that all partners of a professional partnership that provides medical services in this state must be licensed pursuant to article 131 of the education law to practice medicine in this state and all partners of a professional partnership that provides dental services in this state must be licensed pursuant to article 133 of the education law to practice dentistry in this state; except that all partners of a professional partnership that provides veterinary services in this state must be licensed pursuant to article 135 of the education law to practice veterinary medicine in this state; and further except that all partners of a professional partnership that provides professional engineering, land surveying, geologic, 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. See N.Y. Limited Liability Company Law 1301
- Professional service: means any type of service to the public that may be lawfully rendered by a member of a profession within the purview of his or her profession. See N.Y. Limited Liability Company Law 1301
- Professional service corporation: means (i) a corporation organized under Article 15 of the business corporation law and (ii) any other corporation organized under the business corporation law or any predecessor statute, which is authorized by, or holds a license, certificate, registration or permit issued by, the licensing authority pursuant to the education law to render professional services within this state. See N.Y. Limited Liability Company Law 1301
- Professional service limited liability company: means a limited liability company organized under article twelve of this chapter. See N.Y. Limited Liability Company Law 1301
(b) Each shareholder, director, officer, employee, member, manager, partner 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 member, manager, employee or agent of a foreign professional service limited liability company who performs professional services in this state on behalf of such foreign professional service limited liability company 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 member, manager, employee or agent of such foreign professional service limited liability company and shall bear professional responsibility for compliance by such limited liability company with all laws, rules and regulations governing the practice of the profession in this state.
(c) The relationship of a professional to a foreign professional service limited liability company with which such professional is associated, whether as a member, manager, 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 counselor-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.