how to form a professional corporation in new york for lawyer

Coordinate with New York education department to obtain certificate of authority to form a professional service corporation. File certificate of incorporation and certificate of authority with the division of corporations of the New York department of state.

Full Answer

What do I need to form a New York PLLC?

How Do I Form a New York PLLC? To form your New York PLLC you'll need to: have the state license for each professional who will be a member of the company; file articles of organization with the Division of Corporations (DOC) within the New York Department of State (DOS)

How do I form a professional services corporation in New York?

File certificate of incorporation and certificate of authority with the division of corporations of the New York department of state. File certified copy of certificate of incorporation with the New York education department. Prepare basic bylaws for professional service corporation. Prepare statement of the incorporator.

Can a lawyer form an LLC in New York State?

Apr 20, 2017 · Note, that Attorneys can’t form a regular LLC; the Department of State requires a professional entity and a Certificate of Good Standing from your Appellate Division. Law Practice Naming Requirements in New York. The name of the your new practice should conform with the New York Rules of Professional Conduct.

How to form a corporation in NYC?

1. Choose a Corporate Name. Your corporation's name must include the word "Incorporation," "Incorporated," or "Limited," or an abbreviation. Your corporation's name must be recognizably different from the names of other business entities already on …

Can a law firm be a corporation in New York?

There are four distinct types of professional entities that can be formed under New York law: PLLCs, PCs, Limited Liability Partnerships (LLPs), and Design Professional Corporations (DPCs).Mar 9, 2020

How do I form a professional corporation in New York?

How to Form a New York Professional Corporation (in 11 Steps)Step One) Choose a Name. ... Step Two) Select a Registered Agent. ... Step Three) Complete Your Certificate of Incorporation. ... Step Four) Establish a Corporate Record. ... Step Five) Designate a Board of Directors. ... Step Six) Create Corporate Bylaws.More items...•Jan 11, 2022

How do you create a professional corporation?

How to Form a Professional Corporation in CaliforniaStep 1: File the Articles of Incorporation with the California Secretary of State (required) ... Step 2: Register with the Appropriate Government Agency (required) ... Step 3: Prepare Corporate Bylaws. ... Step 4: Appoint the Professional Corporation's Directors (required)More items...

How long does it take to form a professional corporation in New York?

You must obtain a Certificate of Authority from the Office of the Professions. This can only be applied for through the mail. Please allow 8-10 weeks for the Office of the Professions to review your application.Mar 17, 2022

What is the difference between LLP and pllc?

PLLC vs. Unlike a general partnership, partners in an LLP are personally liable only for their own actions. The partners in an LLP aren't liable for the actions or mistakes of other partners. In that way, an LLP is a lot like a PLLC. However, some states don't allow licensed professionals to form LLPs.

What is the difference between PC and pllc?

Differences Between PC and PLLC A PC is usually considered to be a C-Corp [1] by the IRS and its profits are taxed at the corporate tax rate. A PC is also subjected to “double taxation.” The difference for a PLLC is that though a PLLC may choose to be taxed like a C-Corp or an S-Corp, the business doesn't pay taxes.

Who owns a professional corporation?

The owners of a professional corporation are shareholders who own stock in the business, as well as employees who provide professional services for the business. As mentioned above, states differ in terms of whether non-professionals can own stock in a professional corporation.Oct 14, 2020

What is the difference between a general corporation and a professional corporation?

Pretty much anyone can form a regular corporation. Professional corporations, however, are more limited, as only certain professional groups can form one. Which professions qualify varies from one state to the next, but typical professions include doctors, attorneys, chiropractors, accountants, and similar trades.Feb 4, 2022

How does a professional corporation work?

Professional corporations (PCs), or professional service corporations, are a unique corporate structure which is comprised of a specific group of professionals. An S corporation or a C corporation may be formed by certain professionals including physicians, attorneys, engineers, or accountants.

How much does it cost to set up an LLC on LegalZoom?

LegalZoom is an online business formation and legal services company that offers LLC formation services starting at $79 plus state fees; however, there are other more reliable LLC service options that save on cost and offer better customer support, such as ZenBusiness.Feb 3, 2022

Is there an annual fee for an LLC in New York State?

In New York, both single-member LLCs and multi-member LLCs are typically required to pay an annual filing fee. The amount of filing fee you are required to pay depends on the gross income of your LLC that comes from New York in the previous tax year. The fee can vary from $25 to $4,500.

What is considered a professional service in New York State?

What is a Professional Service? Under the relevant New York law, professional service is defined only generally, as any type of personal service which may be lawfully rendered by a member of a profession within the purview of that profession. Other states' laws often provide itemized lists of professional services.

What Is A Professional Service?

Under the relevant New York law, professional service is defined only generally, as any type of personal service which may be lawfully rendered by...

How Do I Form A New York PLLC?

To form your New York PLLC you’ll need to: 1. have the state license for each professional who will be a member of the company 2. file articles of...

Service and Membership Restrictions

A New York PLLC can only provide the professional services indicated in its articles of organization. The practice of multiple professional discipl...

A Pllc Will Not Protect You Fromall Liability

Forming your professional service business as a PLLC will protect youpersonally from: 1. creditors seeking to collect unpaid debts owedsolely by th...

A Pllc Is Different from A Professional Corporation

A PLLC is not the same thing as a professional corporation (PC). A PLLC is a newer type of business entity than a PC. Here are some of the key diff...

Who is required to form a professional entity?

For example, doctors, lawyers, engineers, dentists, LCSWs and other professionals are required to form a professional entity when establishing a new practice.

What is Title VIII in New York?

In New York many occupations are subject to Title VIII of the Education Law , which is regulated by the New York State Education Department, Office of the Professions. This organization is the gatekeeper of professional entities.

What is a PLLC in New York?

As a licensed professional in New York you can structure your business as a New York professional service limited liability company (PLLC). (Most states refer simply to professional limited liability companies but New York generally refers to professional service limited liability companies while still using the abbreviation PLLC.)

What is professional service in New York?

Under the relevant New York law, professional service is defined only generally, as any type of personal service which may be lawfully rendered by a member of a profession within the purview of that profession. Other states' laws often provide itemized lists of professional services.

What are the services that are required to be licensed in New York?

While New York's LLC law does not provide an itemized list of professional services, it does have provisions that indicate that all of the following—when properly licensed by the state—constitute professional services: professional engineering, land surveying, architectural and/or landscape architectural services.

What is a PLLC?

a PLLC, like other LLCs, is a so-called pass-through tax entity, meaning that in most states (though not New York) only the individual members have income tax obligations, while a PC, like other corporations, usually has its own income tax obligations. The tax differences between PLLCs and PCs can become complicated.

Is a PLLC the same as a PC?

A PLLC is not the same thing as a professional corporation (PC). A PLLC is a newer type of business entity than a PC. Here are some of the key differences: a PLLC, like other LLCs, is comprised of members, but a PC, like other corporations, is comprised of shareholders. following from the previous point, PLLC ownership consists ...

Can a PC be a pass through entity?

Moreover, a PC can elect a special tax status ( S corporation status) that effectively makes it a pass-through tax entity like a PLLC. And, meanwhile, PCs that don't elect special status may be subject to double taxation —in other words, both the PC itself and its shareholders may have to pay taxes on business income.

Is an operating agreement an internal document?

The operating agreement is an internal document and is not filed with the Department of State. New York law is silent on the consequences of not adopting an operating agreement. Depending on your own level of knowledge and expertise, you should consider having a lawyer assist you in preparing this document.

What is a professional service corporation?

One of the entities licensed professionals may choose to use in the practice their profession is the professional service corporation, also known as a PC The professional service corporation carries most of the benefits of a corporation. As a “legal person” separate from its owners, the acts and liabilities of the professional service corporation ...

Is a professional service corporation a legal person?

As a “ legal person” separate from its owners , the acts and liabilities of the professional service corporation are considered separate from those of its stockholders. Stockholders can also be considered employees of the company, which can be financially beneficial for both the company and its owners. The professional services of a licensed ...

Can a corporate form protect a doctor?

The professional services of a licensed professional, however, are considered acts of those professionals; thus, the corporate form cannot protect them from the services that they render. But, the corporate form will prevent from the acts of other professionals in the company. So in a corporation a doctor’s personal assets may be on ...

Can a doctor be personally responsible for a partnership?

In a general partnership, every doctor in the partnership can be held personally responsible. One other consideration in entity choice is that a professional service corporation is limited to conducting the business of the profession.

What is PLLC in New York?

Most of our Attorney clients choose to form a PLLC business entity (Professional Service Limited Liability Company ). This is a great option for solo practitioners or partners starting a small law firm in New York. Attorneys may also form a PC (Professional Service Corporation) or LLP (Limited Liability Partnership) although these two options are not quite as popular in my experience. Setting up a professional business entity will help your company become established and provides the owner with many benefits. Note, that Attorneys can’t form a regular LLC; the Department of State requires a professional entity and a Certificate of Good Standing from your Appellate Division.

Can an attorney form an LLC?

Note, that Attorneys can’t form a regular LLC; the Department of State requires a professional entity and a Certificate of Good Standing from your Appellate Division.

How to form a corporation in New York?

To form a corporation in New York, you need to take the steps set forth below. You can also use Nolo's Online Corporation service, which will form a corporation for you with everything you need. 1. Choose a Corporate Name. Your corporation's name must include the word "Incorporation," "Incorporated," or "Limited," or an abbreviation.

What is a professional corporation?

In many states, professionals in certain occupations (for example, doctors, lawyers, and accountants) who want to incorporate their practice must form a special type of corporation called a professional corporation or professional service corporation.

What is an incorporator's statement?

The incorporator must fill in an "Incorporator's Statement" showing the names and addresses of the initial directors. The incorporator must sign the statement and place a copy in the corporate records book. The statement need not be filed with the state.

How long can you reserve a name in New York?

You may reserve a name for 60 days by filing an Application for Reservation of Name with the New York Department of State Division of Corporations. The application must be filed by mail. 2. File Certificate of Incorporation.

How much does it cost to file a business name in New York?

The filing fee is $225. Before filing, make sure the corporation's name is available in New York by checking the New York business name database. If the name is not available, the foreign corporation must use a fictitious business name in New York.

When is a biennial statement due in New York?

The statement is due during the calendar month in which the corporation's original certificate of incorporation was filed. The statement is filed online.

Who approves the election of S corporation status?

Additionally, if the corporation will be an S corporation, the directors should approve the election of S corporation status.

Can a general business corporation provide professional services to the public?

Except where specifically authorized by law, a general business corporation may not : provide professional services to the public; exercise any judgment over the delivery of professional services; have employees who offer professional services to the public; hold itself out as offering professional services; or.

Can a limited liability corporation be a management services corporation?

A professional limited liability corporation may not serve as a management services corporation.

Can a PC provide physical therapy?

For example, a hypothetical PC named "Occupational Therapists For Everyone, PC" may only provide occupational therapy services. It cannot offer physical therapy services, speech services or any other professional services. Also, because it is allowed only to provide professional services, it can only manage the services ...

Does PLLC provide chiropractic services?

It may not, however, provide respiratory therapy or chiropractic services, because none of its "owners" are licensed in those two professions. Additionally, only professionals licensed in one of the areas that the PLLC is authorized to practice may become a member or owner of that entity.

Can a licensed professional set up a GBC?

Generally, licensed professionals may not set up a general business corporation (GBC) to provide professional services. There are a number of exceptions ...

Can a limited liability company provide more than one professional service?

A professional service limited liability company may provide professional services in more than one profession* provided that the company includes an "owner" (i.e., member) licensed in each of the professions in which the company will offer services.

What is the first step to doing business in New York?

Formally establishing a corporation, limited liability company (LLCs), limited partnership and other business entity is the first step to doing business in New York State.

What is the Department of State's Division of Corporations?

Additionally, the Department of State’s Division of Corporations maintains official records, including local laws and oaths of office ; receives and serves legal pleadings against certain business entities; and files Uniform Commercial Code (UCC) records.

What is a PLLC in New York?

A PLLC, or professional limited liability company, is a special kind of limited liability company designed with the needs of various professional occupations in mind . When you are looking to set up a practice in a profession in New York, you should carefully consider whether creating your own PLLC is a good idea for you.

What is the difference between a PLLC and an LLC?

The main difference between an LLC and a PLLC is how the company handles malpractice claims. A PLLC holds each member separately responsible for their own malpractice claims.

Can a PSLLC be a business?

A PSLLC cannot engage in business activities beyond the scope of the specific remit of its profession. You will need an operating agreement for your PSLLC, and you are required to publish the articles of the company in two newspapers in the area it is based in for six consecutive weeks.

Certificate of Authority Or Good Standing

• In order to form a professional services corporation in New York, you must first obtain a certificate of authority or good standing from the applicable licensing agency. The New York State Education Department is the designated licensing authority for most professions, except a…

See more on nolo.com

Name Requirements For Professional Service Corporations

Filing Your Certificate of Incorporation

Permits and Licenses