1105. Limited liability geology company. (a) Prior to the first day of March, two thousand eighteen, the state education department and the department of state shall allow an existing limited liability company organized under article two of this chapter to become a professional service limited liability company as defined in article twelve of this chapter for the purpose of practicing professional geology, provided the limited liability company meet all of the requirements to become a professional service limited liability company, including that the name of a professional service limited liability company shall end with the words "Professional Limited Liability Company" or "Limited Liability Company", or the abbreviations "P.L.L.C.", "PLLC", "L.L.C.", or "LLC" by amending its articles of organization so that it contains the following:
(1) the names and residence addresses of all individuals who are to be the original members and the original managers, if any;
(2) a statement that the professional limited liability company is formed pursuant to section twelve hundred three of the limited liability company law; and
(3) a statement that the amendment shall not effect a dissolution of the limited liability company, but shall be deemed a continuation of its existence, without affecting its then existing property rights or liabilities or the liabilities of its members or officers as such, but thereafter it shall have only such rights, powers and privileges, and be subject only to such other duties and liabilities, as a professional service limited liability company created for the same purposes under this article.
(b) The certificate of amendment shall have attached thereto a certificate or certificates issued by the licensing authority certifying that each of the proposed members and managers listed:
(1) is authorized by law to practice a profession which the professional service limited liability company is organized to practice and, if applicable, that one or more of such individuals is authorized to practice each profession which the professional service limited liability company will be authorized to practice; and
(2) has been deemed to be of good moral character as may be established by the regulations of the commissioner of education.
(c) The certificate of amendment shall also have attached thereto a tax clearance issued by the department of taxation and finance certifying that the existing limited liability company is current with respect to payment of its state tax liabilities.
(d) Notwithstanding any provision of law to the contrary, any company formed under this section shall be required to comply with all applicable laws, rules, or regulations relating to the practice of a profession under title eight of the education law.
Last modified: February 3, 2019