How to Keep Your NY PLLC in Good Standing: Corporate Maintenance for Private Practices

Starting your own professional practice in New York is an exciting milestone—but staying compliant after formation is just as important as getting set up. For professionals who have formed a New York PLLC, ongoing “corporate housekeeping” is important for maintaining your legal status and your professional practice authority. From filing Biennial Statements with the Department of State to notifying the NYS Education Department of any changes, PLLCs are subject to various filing requirements that can be easy to overlook. In this post, we walk through what PLLC members in New York need to know to keep your practice in good standing and make any necessary changes that may arise as you scale or make change to your practice.

Biennial Statements: Staying Current with NYSDOS

The first and easiest way to keep your PLLC in good standing is to make sure you file a Biennial Statement every two years by the last day of the calendar month of the original formation date. (For example, if you filed your PLLC on January 12, 2025, your biennial statement will be due by January 31, 2027). Fortunately, the NYS Department of State will send an email to you within 60 days of the due date, so you don’t have to worry about putting this date in your calendar.

Fee: $9 per filing
What to Update: Service of Process address and other basic contact information for your PLLC.
Filing Method: Online via the DOS e‑Statement Filing Service or by paper.
Failure to File: Status changes to “past due,” blocking certificate requests and certain transactions

Amending Articles of Organization with NYSED / NYSDOS

If there are any changes to the PLLC that require amending the Articles of Organization, you will need to file either a Certificate of Amendment or a Certificate of Change. These forms each serve a specific purpose, so it is important that you file the correct form or risk having your filing rejected.

1. Certificates of Amendment (Name Change, Profession (Add/Change), Etc.)

For PLLCs, in order to be able to file a Certificate of Amendment, you must first obtain a certificate of authority from the NYSED by submitting the appropriate documents and filing fee directly to the NYSED. Once the certificate of authority is issued, you are then permitted to make the actual filing with the NYS Department of State. It is very important that you request a certified copy of the certificate of amendment, which you must then email over to the NYSED to secure acceptance of the amendment filing. Without following this step, the amendment will not be formally registered with the NYSED.

In general, the Certificate of Amendment is used for changing substantive provisions in the Articles of Organization, including, the name of the PLLC, the listed profession(s) (whether adding or changing) and making other restrictive changes as authorized by the NYSLLC Law.

Form & Fee: DOS Certificate of Amendment, $60 + $25 Expedite Fee + $10 certified copy fee
Filing Method: Mail Request to NYSED, then File with NYSDOS via Fax or Mail

2. Certificate of Change (Email Address, Registered Agent, Service of Process Address, Etc.)

Unlike the Certificate of Amendment, the Certificate of Change does not require pre-approval from the NYSED. Specifically, since this form is used to change non-substantive provisions, like, the business email address, service of process address, registered agent information, county of operation, etc., it does not affect the authority to operate the PLLC lawfully in New York.

Form & Fee: DOS Certificate of Change, $30 + $25 Expedite Fee
Filing Method: File with NYSDOS via Fax or Mail

Operating Agreement: Adoption & Amendments

1. Initial Operating Agreement

If you haven’t done so already, within 90 days of filing with the NYSDOS, members of a PLLC must adopt a written Operating Agreement covering various aspects of how the practice will operate, for example:

Capital contributions, profit/loss allocations, distributions
Voting thresholds, management structure and authority
Admission protocols, dissolution procedures

2. Amendments & Record‑Keeping

Once the Operating Agreement is adopted, if there are any major changes to the PLLC structure, ownership, management, etc., you must amend and update the Operating Agreement.

Member Consent: Follow unanimous or super‑majority consent rules set in the Agreement
Documentation: All amendments should be executed in writing, dated, and filed in the corporate records book

LLC Publication Requirement

If you haven’t already done so, within 120 days of filing with the NYSDOS, you must comply with the NYS LLC Publication Requirement. In order to comply with these provisions, you must publish a notice for 6 weeks in two local newspapers (daily and weekly publications). Depending on the county listed in the Articles of Organization, the cost of publication can range anywhere from $150 (e.g., Albany County) to $1,400 (e.g., New York County).

Purchasing a Corporate Records Book

While not a requirement under New York law, purchasing a corporate kit (i.e., records book), is a great way to protect and preserve all corporate documents for your PLLC.

The corporate kit should Include the following:

Filed Articles of Organization & NYSDOS amendments
NYSED Certificate of Authority
Proof of LLC publication requirement (i.e., affidavits of publication and filing receipts for certificate of publication)
Original Operating Agreement & all amendments
Member ledger, membership certificates, meeting minutes, written consents/resolutions (discussed below)

Member Resolutions & Written Consents

For any major decisions/changes of the PLLC, i.e., new owners, dissolution, restructuring, changes to the operating agreement, purchases of real estate, etc. you should draft and adopt formal resolutions. Drafting resolutions/consents help to maintain and strengthen the validity of the corporate structure and protect the limited liability nature of the PLLC.

Conclusion

Ultimately, following the above will help ensure that you are staying in compliance with New York law and properly maintaining your corporate status as a PLLC. When followed, these corporate formalities will protect you and your practice from any issues with the State or your ability to legally operate under the law.

How We Can Help

At Carbone Law, we are experienced in assisting licensed professionals with setting up and maintaining their private practices. We can help assess your situation and guide you through any issues related to the maintenance of your PLLC. If you are interested in setting up a PLLC or seeking advice on the corporate upkeep of your practice, please do not hesitate to give us a call at (212) 547-8857 or schedule a consultation online and we'd be happy to work with you. Our experienced business attorneys are here to provide the advice you need. Contact us today to help ensure that your practice is in compliance with New York law!

Disclaimer: This blog post and similar posts are not to be considered as providing legal advice. The discussion here is meant for educational and informational purposes only and shall not create an attorney-client relationship with the readers of this content.