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Corporate Practice of the Professions - Attachment

Types of Professional Practice Structures Authorized by Law

Sole Practitioner

  • Occurs when any licensee commences practicing for profit absent any planned corporate structure.
  • Undefined in law.
  • The sole practitioner is responsible independently for his/her professional actions which result in charges of professional misconduct and civilly liable for his/her actions and those of any employee.

Professional Partnership

  • Occurs by the agreement of two or more professionals engaged in a business and sharing in profits.
  • Generally authorized by New York State Partnership law.
  • Each partner is liable for his/her professional actions. Each partner is individually liable for all debts of the partnership.

Professional Corporation

  • Occurs when professionals in accordance with article 15 of the Business Corporation Law, form a professional practice partnership by registering with the State Education Department and the Department of State. All shareholders of the professional corporation must be licensees of one profession. The professional corporation may only practice that profession.
  • Business Corporation Law article 15.
  • Each partner is liable for his/her professional actions. Each shareholder is only civilly liable to the extent of his/her ownership of the professional corporation.

Professional Limited Liability Partnership

  • Occurs when professionals, in accordance with article 8B of the Partnership Law, form a professional practice by registering with the State Education Department and the Department of State. The organization is similar to a professional partnership, but may be formed by members of certain different professions to offer multi-disciplinary services (see Professional Limited Liability Company section below for the exclusions from multi-disciplinary practice).
  • Partnership Law article 8B.
  • Each partner is liable for his/her professional actions. Each shareholder is only civilly liable to the extent of his/her ownership of the professional corporation.

Professional Limited Liability Company

  • Occurs when professionals, in accordance with provisions of the Professional Limited Liability Company form a professional practice by registering with the State Education Department and the Department of State. This organization is similar to a professional corporation, but may be formed by members of certain different professions to offer multi-disciplinary services (note that a multi-disciplinary PLLC may not include professionals licensed in Medicine, Dentistry, Veterinary Medicine, and Land Surveying, Landscape Architecture, Engineering, and Architecture).
  • Limited Liability Company Law.
  • Each partner is liable for his/her professional actions. Each shareholder is only civilly liable to the extent of his/her ownership of the professional corporation.

Related Professional Structures

  • Related professional limited liability partnerships may be formed by groups of professionals and non-professionals to provide services related to those of the professional firm.
  • Partnership Law article 8B.
  • Each partner is liable for his/her professional action. Each shareholder is only civilly liable to the extent of his/her ownership of the professional corporation.