If you hold a professional license in New York and want to run your practice through a limited liability entity, you almost certainly need a Professional Limited Liability Company (PLLC). New York bars most licensed professionals from forming a standard LLC and channels them into either a PLLC or a Professional Service Corporation (PC) instead. So the real question isn’t whether you need a PLLC in New York, but whether a PLLC or a PC fits your practice better — and whether your profession is on the list that requires one of them in the first place.
Who Has to Form a PLLC Instead of a Regular LLC
New York defines “profession” for PLLC purposes as any practice as an attorney and counselor-at-law, any licensed physician, and every occupation regulated under Title 8 of the Education Law.1New York Department of State. Articles of Organization (Professional Service) for Domestic Limited Liability Companies Title 8 is broad. It covers, among others:
- Healthcare providers, including physicians, dentists, chiropractors, optometrists, pharmacists, veterinarians, nurses, midwives, and physical therapists.
- Mental health professionals such as psychologists, social workers, mental health counselors, and marriage and family therapists.
- Design and engineering fields, including architects, professional engineers, landscape architects, land surveyors, and geologists.
- Certified public accountants.
- Attorneys, who are licensed through the courts rather than the Education Department but still fall under the PLLC statute.
The New York State Education Department’s Office of the Professions oversees licensing for most of these fields. If your profession appears anywhere in Title 8, you cannot form a regular LLC. Your choice is a PLLC or a PC.
PLLC or Professional Service Corporation
The two structures differ mainly in taxes, management, and formality. Both leave you personally on the hook for your own professional negligence. In a PC, each shareholder and employee is personally liable for negligent or wrongful acts they commit while providing professional services, plus acts by anyone they directly supervise.2New York State Senate. New York Business Corporation Law 1505 – Professional Relationships and Liabilities The PLLC statute imposes a parallel rule. Neither structure shields you from a malpractice claim tied to your own work.
Tax Treatment
A PLLC is a pass-through entity by default. The business pays no federal income tax; profits and losses flow to each member’s personal return. A PC is taxed as a C-corporation by default, meaning the entity pays corporate tax and shareholders then pay personal tax on distributions. A PC can file IRS Form 2553 to elect S-corporation treatment and get pass-through taxation, but that comes with ownership restrictions: no more than 100 shareholders, all U.S. citizens or residents. A PLLC can also make the S-corp election if the math favors it.
Management
A PLLC runs on an operating agreement its members write themselves. You can pick member-managed or manager-managed, and you can customize voting rights, profit splits, and decision-making however you want. A PC requires a formal board of directors, officers, and shareholders. For a solo practitioner that formality is mostly paperwork. For a multi-owner practice, the rigid corporate structure of a PC can become genuinely cumbersome next to a PLLC’s flexibility.
Who Can Be a Member
A New York PLLC can only practice a profession that at least one of its members is licensed to perform in the state.3New York State Senate. New York Limited Liability Company Law 1206 – Purposes of Formation In fact, every member must hold a valid license for the profession the PLLC practices. You cannot bring in an unlicensed business partner as a member, even one who would only handle administrative work.
A PLLC is also generally limited to a single profession. A dentist and an accountant cannot form a joint PLLC. The one narrow exception is for certain design professions: engineers, architects, landscape architects, land surveyors, and geologists can combine into a single PLLC as long as each member is licensed in at least one of those fields.
How to Form a New York PLLC
Formation runs through two agencies: the licensing body for your profession and the Department of State. The order matters, because the Department of State won’t accept your formation documents without the licensing paperwork attached.
Get a Certificate of Authority First
Before you file anything with the Department of State, you need a Certificate of Authority from the relevant licensing body confirming that every proposed member is licensed. For most professions, that means applying to the Office of the Professions at the New York State Education Department, at a fee of $10 per member.4New York State Education Department. Section II – General Information on How to File a Professional Entity Attorneys get their certificate from the Appellate Division of the Supreme Court that admitted them.1New York Department of State. Articles of Organization (Professional Service) for Domestic Limited Liability Companies
File the Articles of Organization
The Articles of Organization is the formation document filed with the Department of State. It must include:
- The PLLC’s name.
- The specific profession the PLLC will practice.
- The names and home addresses of all initial members and managers.
- The county where the principal office will be located.
- A designation of the Secretary of State as agent for service of process.
Submit the Articles of Organization with the Certificate of Authority and a $200 filing fee to the Division of Corporations.1New York Department of State. Articles of Organization (Professional Service) for Domestic Limited Liability Companies
Naming Rules
The name must end with “Professional Limited Liability Company,” “Limited Liability Company,” or an abbreviation such as “PLLC,” “P.L.L.C.,” “LLC,” or “L.L.C.”5New York State Senate. New York Limited Liability Company Law 1212 – Limited Liability Company Name It must be distinguishable from other entities on file with the Department of State. A deceased person’s name can appear only if it was in the PLLC’s name at the time of death, or if the PLLC succeeds a partnership or PC and at least two-thirds of the prior owners are becoming PLLC members.
The Publication Requirement
This is the step that surprises people, mostly because of the cost. Within 120 days of formation, you must publish a copy of the Articles of Organization (or a summary notice) in two newspapers in the county where your office sits. One must be a daily paper and one a weekly, both designated by the county clerk. The notice runs once a week for six consecutive weeks.6New York State Senate. New York Limited Liability Company Law 206 – Affidavits of Publication
Newspaper fees vary sharply by county. In rural areas, publication might run a few hundred dollars total. In Manhattan, expect $1,450 to $1,950 or more. Brooklyn, Queens, the Bronx, and Nassau County also typically run well over $1,000. On top of the newspapers, you’ll owe the Department of State a $50 filing fee when you submit proof of publication.
After the six weeks, collect an affidavit of publication from each newspaper and file both with a Certificate of Publication and the $50 fee.
Miss the 120-day deadline and your PLLC’s authority to conduct business in New York is automatically suspended. Existing contracts stay valid, clients can still sue you and you can still defend yourself, and members don’t suddenly become personally liable for the PLLC’s debts. You can cure the suspension at any time by completing publication and filing the affidavits, even months later.6New York State Senate. New York Limited Liability Company Law 206 – Affidavits of Publication While suspended, though, the PLLC technically can’t transact new business, so don’t let it drift.
EIN and Tax Election
After formation, get an Employer Identification Number (EIN) from the IRS before opening a bank account, hiring employees, or filing taxes. The application is free through the IRS online tool. Form the PLLC with the state first, because the IRS will delay the application if the entity doesn’t yet exist.7Internal Revenue Service. Get an Employer Identification Number
By default, a single-member PLLC is taxed as a sole proprietorship and a multi-member PLLC as a partnership, both pass-through. Many professionals save on self-employment taxes by electing S-corporation treatment with Form 2553. Under an S-corp election, you pay yourself a reasonable salary subject to payroll taxes and take remaining profits as distributions not subject to the 15.3% self-employment tax. The IRS scrutinizes whether that salary is genuinely reasonable for the work you do; setting it suspiciously low while taking large distributions is a known audit trigger. For a new PLLC, the Form 2553 election must be filed within 75 days of formation to take effect for the first tax year.
Operating Agreement
New York law requires every LLC, including PLLCs, to adopt a written operating agreement.8New York State Senate. New York Limited Liability Company Law 417 – Operating Agreement It isn’t filed with the state, but it’s the internal document that governs how the PLLC actually runs. For a solo-member PLLC it can feel like a formality, but without one, courts and banks may not treat the PLLC as separate from you personally.
A solid agreement covers profit and loss allocations, management authority, buyout terms if a member leaves or dies, and procedures for admitting new members. Because every member must hold a professional license, the agreement should explicitly address what happens to a member’s interest if their license is suspended or revoked. That event can threaten the PLLC’s ability to operate.
Ongoing Compliance
Biennial Statement
Every two years, the PLLC files a biennial statement with the Department of State confirming the address for forwarding legal process. The fee is $9.9New York Department of State. Biennial Statements for Business Corporations and Limited Liability Companies
Annual Filing Fee
PLLCs treated as pass-through entities for federal tax purposes owe an annual filing fee to the New York Department of Taxation and Finance, on a sliding scale tied to New York-source gross income from the prior year.10New York Department of Taxation and Finance. Partnership, LLC, and LLP Annual Filing Fee The fee starts at $25 for gross income up to $100,000 and rises to $4,500 for income over $25,000,000. If your PLLC had no New York-source gross income in the prior year, the fee is still $25. PLLCs that have elected to be taxed as a corporation don’t owe this fee.
Keep Licenses Active
Every member must keep their professional license active and in good standing. The PLLC’s legal authority to provide services depends on its members’ valid licensure. If a member’s license lapses, is suspended, or is revoked, the PLLC may lose its ability to practice — and if the PLLC has only one member, it may be effectively shut down.
Already Have a PLLC in Another State
If your PLLC was formed elsewhere and you want to practice in New York, you register as a foreign LLC by filing an Application for Authority with the Department of State. The fee is $250, and you attach a Certificate of Existence (sometimes called a Certificate of Good Standing) from your home state dated within the last year.11New York Department of State. Application for Authority – Foreign Limited Liability Companies The same publication requirement applies: two county-designated newspapers, six consecutive weeks, within 120 days of filing.12New York State Senate. New York Limited Liability Company Law 802 – Application for Authority And every member practicing in New York must hold a valid New York license in the relevant profession.