How to Form a Professional LLC in New York: Filing and Publication

To form a professional LLC in New York, you file Articles of Organization with the New York Department of State for $200, attach a Certificate of Authority from the State Education Department confirming every member’s license, publish notice of the formation in two newspapers designated by your county clerk, and adopt a written operating agreement.¹ The PLLC shields you from your partners’ malpractice and from ordinary business debts, but not from your own professional negligence under Section 1205 of the Limited Liability Company Law.²

Confirm You’re Eligible

Only professionals whose occupation requires a New York State license can form a PLLC. Section 1203 authorizes one or more licensed professionals to organize a professional service limited liability company for the purpose of rendering services they are individually authorized to practice.³ Eligible fields include medicine, dentistry, law, public accountancy, architecture, professional engineering, land surveying, veterinary medicine, psychology, and social work, along with other professions regulated under Title Eight of the Education Law.¹

Licensing for most of these fields runs through the Education Department’s Office of the Professions. Attorneys are the exception; their licensing sits with the Appellate Divisions of the Supreme Court. Occupations that don’t require the same tier of state licensure, such as real estate brokers and insurance agents, cannot use the PLLC structure and should organize as a standard LLC instead.

Choose a Compliant Name

The name must end with “Professional Limited Liability Company” or the abbreviation “PLLC.” Beyond the suffix, the Education Department imposes rules that catch a lot of first-time filers off guard. The name has to include at least a first and last name, or a first initial and last name, of a member. If you want to include a specialty like “cardiology” or “neuropsychology,” you’ll need to document board certification or equivalent credentials. Words that imply institutional scale or guaranteed results, such as “University,” “Cure,” or “National,” are restricted.⁴

Some professions require a specific professional abbreviation in the entity name, such as MD, DDS, PE, or DVM. Before you commit to a name, search the Department of State’s entity database to make sure yours is distinguishable from existing businesses. If you later want to operate under an assumed name, that name also needs Education Department approval.

Get a Certificate of Authority from the Education Department

Before the Department of State will accept your Articles of Organization, you need a Certificate of Authority from the Office of the Professions verifying that every member holds a valid license. The application costs $10 per member and is submitted alongside the Articles of Organization to the Department of State.⁵ Processing can stall if any member’s license is under review or renewal, so clear up credentialing issues before you start.

File Articles of Organization

You file Articles of Organization with the New York Department of State for $200. The articles must state that the company is formed to provide professional services and must identify the profession.¹ The Certificate of Authority from the Education Department is filed at the same time.

If the PLLC will hire employees, you’ll also need an Employer Identification Number from the IRS. A PLLC formed in another state that wants to practice in New York doesn’t file Articles of Organization here; it files a separate Application for Authority with a $200 fee.⁶

Publish Notice in Two Newspapers

Within 120 days after your Articles of Organization take effect, you must publish notice of the PLLC’s formation in two newspapers designated by the county clerk for the county where the office is located. One must be a daily and one a weekly, and the notice runs once a week for six consecutive weeks. After the run finishes, you file a Certificate of Publication with the affidavits from both newspapers with the Department of State.⁷

Miss the 120-day window and the PLLC’s authority to conduct business is automatically suspended. Suspension doesn’t dissolve the company, but it can block you from enforcing contracts or filing lawsuits until you cure it.⁷

Publication costs vary sharply by county. In New York County (Manhattan), fees routinely exceed $1,000. Counties outside New York City are often a few hundred dollars. This is usually the single largest cost in the formation process, and while bills to reform or eliminate the requirement surface periodically in the legislature, the rule remains in effect as of 2026.

Adopt an Operating Agreement

New York is one of the few states that requires every LLC to adopt a written operating agreement. Section 417 directs members to adopt one covering the business operations, management structure, and the rights and responsibilities of members and managers.⁸ The agreement can be signed before, at the time of, or within 90 days after filing the Articles of Organization.

For a PLLC, the agreement matters more than it does for a general LLC. It should spell out what happens if a member loses their license, how a departing member’s interest is valued, voting thresholds for major decisions, and how profits and losses are allocated. Recent New York case law has flagged a technical wrinkle: if the LLC entity itself does not sign the operating agreement, the entity may not be bound by its terms even though the individual members are. The safer approach is to have both the PLLC and every member sign.

Know Who Can Be a Member

Every member of a PLLC must be a licensed professional authorized to practice the profession the company was formed to provide. Section 1207 makes this explicit: a person can become a member only if they hold, or will obtain within 30 days, the relevant professional license and are engaged in practicing that profession through the company.⁹ Non-licensed investors, silent partners, and lay managers are not allowed.

For medical, dental, veterinary, and engineering PLLCs, every member must be licensed in that specific profession. A medical PLLC cannot include a dentist as a member, even though both are healthcare professionals.⁹ Accounting firms follow a slightly different rule: a simple majority of ownership interests and voting rights must belong to licensed CPAs, though all members in a New York-based firm must still hold CPA licenses. Managers making operational decisions about professional services must also hold an active license in the relevant field.

If a member dies, has their license revoked, or otherwise becomes disqualified from practice, the PLLC must purchase or redeem that member’s interest within six months. The clock starts when an executor or administrator is appointed for a deceased member, or on the date of disqualification for a living one. The default purchase price is the book value of the interest as of the end of the month before the triggering event, and a well-drafted operating agreement usually overrides this with a different formula.¹⁰ If a member’s disqualification lasts less than six months and they regain eligibility within that period, the PLLC doesn’t have to buy them out.

Understand What Liability the PLLC Actually Shields

This is where the PLLC structure confuses people, so it’s worth being precise. Section 1205 says each member, manager, or employee of a PLLC is “personally and fully liable” for any negligent or wrongful act they commit, or that someone under their direct supervision commits, while rendering professional services.² The PLLC structure does nothing to shield you from your own malpractice claims.

What it does protect you from is your partners’ malpractice. If another member gets sued for professional negligence and you had no supervisory role in the matter, your personal assets are generally not at risk. The PLLC entity itself can still be named, which puts the company’s assets on the line, but the liability doesn’t jump to uninvolved members.

For non-malpractice obligations, such as office leases, vendor contracts, employment disputes, and business loans, the PLLC works like a standard LLC. Members are shielded from personal responsibility. Courts can pierce that protection if members commingle personal and business funds, ignore corporate formalities, or use the entity to perpetrate fraud. A separate business bank account and clean financial records are what hold the shield together. Most regulatory bodies either require or strongly recommend malpractice insurance; New York attorneys, for example, must disclose on their biennial registration whether they carry coverage.

After Formation

Formation isn’t set-it-and-forget-it. A few recurring obligations start immediately.

Biennial Statement

Every New York LLC, including PLLCs, must file a Biennial Statement with the Department of State every two years for a $9 fee.¹¹ Missing it won’t dissolve the company, but past-due status appears on any Certificate of Status you request, which can hold up loans, contracts, and other transactions.

Insurance

If the PLLC has employees, New York law requires both workers’ compensation and disability/paid family leave coverage.¹² A PLLC with no employees is exempt: members themselves are not considered employees for workers’ compensation purposes and cannot be compelled to cover themselves, though they may elect to do so voluntarily.¹³

Keeping Licenses Current

Every member has to keep their individual professional license current, which means meeting continuing education requirements, paying renewal fees on schedule, and following any profession-specific rules. Healthcare professionals who prescribe controlled substances need both a DEA registration and a New York State controlled substance license from the Department of Health.¹⁴ If a member’s license lapses or is suspended, the six-month buyout clock in Section 1210 can start running.

Tax Elections

The IRS has no separate classification for PLLCs. A single-member PLLC is treated as a disregarded entity, and a multi-member PLLC defaults to partnership taxation, with income and losses passed through to each member.¹⁵ Many PLLC owners later elect S corporation status by filing IRS Form 2553 within two months and 15 days of the start of the tax year in which they want it to take effect, which can reduce self-employment tax exposure at the cost of running payroll and defending a reasonable salary.¹⁶ For a newly formed PLLC, that clock generally starts when the Articles of Organization are filed, so the election is worth deciding on early.

1
New York Department of State. Articles of Organization (Professional Service) for Domestic Limited Liability Companies
2
New York State Senate. New York Code LLC 1205 – Professional Relationships and Liabilities
3
FindLaw. New York Code LLC 1203 – Formation
4
New York State Education Department Office of the Professions. Examples of Acceptable Professional Abbreviations in Entity Name
5
New York State Education Department. Professional Service Limited Liability Companies (PLLC) – Instructions for How to File
6
New York Department of State. Application for Authority (Professional Service) Foreign Limited Liability Companies
7
New York State Senate. New York Code LLC 206 – Affidavits of Publication
8
New York State Senate. New York Code LLC 417 – Operating Agreement
9
New York State Senate. New York Limited Liability Company Law 1207 – Membership of Professional Service Limited Liability Companies
10
New York State Senate. New York Code LLC 1210 – Death, Disqualification or Dissolution of Members
11
New York Department of State. Biennial Statements for Business Corporations and Limited Liability Companies
12
New York State Workers’ Compensation Board. Disability and Paid Family Leave Benefits Coverage Requirements
13
New York State Workers’ Compensation Board. Workers Compensation Coverage For-Profit Businesses
14
New York State Department of Health. License Application to Engage in a Controlled Substance Activity
15
Internal Revenue Service. Limited Liability Company – Possible Repercussions
16
Internal Revenue Service. S Corporations