Scope
This article addresses what third-party closing legal opinions can be delivered for a New York registered limited liability partnership (referred to in this article as a “RLLP”),[1] a form of organization available in New York (and in other states) to law firms and other professional service firms and, incidentally, (1) how to establish a New York RLLP, (2) the personal liability of partners in the RLLP for claims against the RLLP, (3) the required compliance by persons practicing in a RLLP with state regulations for practice as a professional, (4) whether a New York RLLP is a “registered organization” for the purposes of Article 9 of the Uniform Commercial Code (an issue that exists under the limited liability partnership statutes of other states), (5) where to file a financing statement if a New York RLLP is the debtor in a secured transaction, (6) the consequences of the failure to comply with New York’s requirements for publication of a notice of the registration of a partnership as a RLLP and to make periodic filings thereafter, (7) the requirements to file tax returns or other periodic statements with New York State, and (8) compliance with the federal and New York state entity transparency legislation.
Establishing a New York Registered Limited Liability Partnership
The New York statute governing RLLPs is Article 8-B of the New York Partnership Law, §§ 121-1500 to 121-1507. In New York, a RLLP is defined as “a partnership without limited partners each of whose partners is a professional,[2] at least one of whom is authorized by law to render a professional service within [New York] and who is and has been engaged in the practice of the profession in such partnership”.[3] A partnership of professionals may register as a RLLP by filing a registration with the New York Secretary of State setting forth, among other things, the name of the RLLP, the address of its principal office, the profession or professions to be practiced by the RLLP,[4] a designation of the Secretary of State as its agent for service of process,[5] and stating whether all or specified partners are to be liable in their capacities as partners for all or specified obligations and liabilities of the RLLP.[6]
Importantly, a New York RLLP is not “formed” by the filing of its registration with the Secretary of State. Under § 121-1500(d) of the New York Partnership Law, “[a] partnership without limited partners that has registered as a registered limited liability partnership is for all purposes the same entity that existed before the registration and continues to be a partnership without limited partners under” New York law.[7] The filing is made on the New York Secretary of State’s Form No. DOS-1526-f. Since the RLLP is not formed by the filing with the New York Secretary of State, the opinion preparer must look to the steps required to form a general partnership (a “partnership without limited partners” in the language of the statute) to determine whether a RLLP has been formed.
Personal Liability for Claims Against the RLLP
The default rule is that partners in a New York RLLP have no personal liability for claims against the RLLP except that each partner, employee or agent of the partnership is personally liable for “any negligent or wrongful act or misconduct committed” by that person or by “any person under his or her direct supervision and control while rendering professional services on behalf” of the RLLP.[8] As noted above, [9] that exculpation can be altered. If, by agreement, all or certain specified partners of a RLLP are to be liable in their capacities as partners for all or specified debts, obligations or liabilities of the RLLP,[10] a statement to that effect is to be included in the registration made by the RLLP with the Secretary of State.[11]
Regulation of Professionals
New York law is explicit that professional services by a RLLP may only be performed through licensed professionals and the services performed in New York must be performed by individuals licensed in New York:
No registered limited liability partnership may render a professional service except through individuals authorized by law to render such professional service as individuals, provided, that nothing in this chapter shall authorize a registered limited liability partnership to render a professional service in this state except through individuals authorized by law to render such professional service as individuals in New York.[12]
Unremarkably, a professional’s association with a registered limited liability partnership does not diminish the jurisdiction of the relevant licensing authority over the professional.[46]
The Status Opinion
Like an opinion for limited partnership or a limited liability company, a status opinion for an RLLP would be an opinion that the RLLP has been duly formed and is validly existing under the laws of the state of its formation. As discussed above, a RLLP is not formed as a RLLP; rather a partnership without limited partners (i.e., a general partnership) registers as a RLLP by filing a registration with the New York Secretary of State.[13] The first step in the opinion would then look to New York’s Partnership Law[14] for the necessary steps to form a general partnership.[15] Except where necessary to comply with the Statute of Frauds,[16] a written partnership agreement is not required to form a general partnership.[17] The registration will, among other things, state whether all or specified partners are to be liable in their capacities as partners for all or specified obligations and liabilities of the RLLP and may contain any other matters the partnership determines to include in the registration.[18]
Nonetheless, it is obviously good practice for the partners to have an agreement among themselves that address their obligations to one another with respect to the debts of the partnership for which any partner assumes personal liability. The existence of an agreement to form a RLLP is inherent in the partners’ authorization of the filing of the registration as a RLLP. The registration need not be signed by all of the partners.[19] As with a general partnership that does not register as a RLLP, a lawyer asked to deliver a legal opinion with respect to the RLLP can be expected to require, as necessary support for the opinion (and good practice for the partners) that the partners enter into a written partnership agreement establishing that the entity formed is a general partnership that will register as a RLLP and authorizing the execution by one or more partners and filing with the New York Secretary of State of a registration as a RLLP. The registration must contain specified information including the profession or professions to be practiced by the members of the RLLP.[20]
Article 9 of the New York Partnership Law governing RLLPs does not vary section 60 of the Partnership Law[21] providing that dissolution is caused by any partner ceasing to be associated in the carrying on of the business.[22] Although the partnership is not terminated by the dissolution, but continues until the winding up of partnership affairs is completed,[23] the opinion giver will need to establish, based on an certificate of a proper person, that there has been no event of dissolution in order to deliver an opinion on the authority to enter into any agreement for which a closing opinion will be required.
A RLLP may withdraw its registration by filing a withdrawal notice with the Secretary of State, specifying the effective date of the withdrawal[24] and including a statement acknowledging that the filing terminates the partnership’s status as a registered limited liability partnership.[25] The statute requires a RLLP to file a withdrawal notice within 30 days after the winding up of its affairs is completed. But the withdrawal does not dissolve the partnership; the entity continues as a general partnership under the laws of New York[26] subject to the principles applicable to the dissolution of any partnership. The withdrawal notice terminates the status of the partnerships as a RLLP as of the date of the notice or as of a later date specified in the notice not more than 60 days from the filing of the withdrawal notice (which in and of itself is not a dissolution of the partnership).[27]
The Secretary of State maintains a searchable database of RLLPs[28] which identifies each RLLP as active or inactive with a statement of reason for inactive status, including withdrawal of its registration.[29] As with a corporation, a certificate of status is available from the Secretary of State for a RLLP.[30]
The New York Tax Law[31] requires in the filing of information returns by RLLPs that have New York resident partners. If complied with, the filing of the information return obviates the Partnership Law requirement that RLLPs furnish a statement to the Secretary of State at five year intervals stating the address of its principal office and the post office address to which the Secretary of State is to mail any process served on the Secretary.[32]
If a partnership without limited partners that is a RLLP dissolves, a partnership without limited partners which is the successor[33] to that RLLP is not required to file a new registration and is deemed to have filed and is bound by the certificates and statements filed by the RLLP. Failure to comply with the filing requirements that RLLP permits the Department of State, on sixty days’ notice by mail to the RLLP, to make a proclamation to revoke the registration of RLLP if the RLLP does not file the required statement within the 60-day period. But partners are entitled to the exoneration from personal liability for liabilities incurred during the 60-day period.[34]
A typical form of status opinion will state:
[name of entity] is a validly existing registered limited liability partnership under the New York Partnership Law.
The Power Opinion
RLLPs are obviously subject to restrictions on what professional activities may be performed by its professionals. A RLLP may render professional services only through individuals authorized by law to render the services to be performed.[35] The RLLP statute does not otherwise impose additional limitations on the capacity of the RLLP to contract. The opinion preparer will, as with LPs or LLPs address any limitation on the RLLPs purposes or power contained in its partnership agreement.
In the absence of special rules applicable to RLLPs, principles of the Partnership Law and the terms of partnership agreement determine the powers of a RLLP.[36]
A typical form of power opinion will state:
[name of entity] has the partnership power to enter into and perform the obligations under the [agreement]; or
[name of entity] has the partnership power to own its assets and convey on its business as the assets and business as described in [a certificate of an appropriate person].
Opinion as to Authorization
The principles applicable to authorization opinions for general partnerships should be equally applicable to RLLPs. An authorization opinion addresses whether the necessary action has been taken to authorize execution and delivery of the transaction agreement, the authority of the person or persons who executed the agreement on the partnership’s behalf, whether the agreement was approved in a manner consistent with the partnership agreement, including any action required by the partners in their capacity as such, and that the delivery of the executed transaction agreement for the purpose of forming a contract was done in a manner permitted by applicable law.[37] Thus, this opinion requires the opinion giver to examine relevant law, the terms of the partnership agreement and evidence of approval of the action taken by the person or persons acting for the partnership. The person signing the transaction documents may not be a partner, but may be another individual acting as an officer or other authorized agent of the general partnership.
When action on behalf of the general partnership is undertaken by an entity, the opinion giver will need to establish or assume any necessary action by the upstream entities or persons of this partner. Where all the partners of a RLLP are natural persons, there will be no need to look beyond the action by the individuals.[38] In addition, the unstated assumption that the execution of the agreement does not violate fiduciary duties should be equally available to an opinion on a RLLP.[39]
A typical authorization opinion for a RLLP will state:
“[The transaction agreement] has been duly authorized by all necessary action on the part of the partnership and has been duly executed and delivered by [name of entity].
A New York RLLP is not a “Registered Organization” for the Purposes of Article 9 of the Uniform Commercial Code
Despite the requirement that a registration be filed with the Secretary of State for a partnership to become a RLLP, a New York RLLP is not a “registered organization” as defined in § 9-102(a)(71) of the New York Uniform Commercial Code since it is neither “formed” nor “organized” by the filing of a “public organic record”. Explicitly under § 121-1500(d) of the New York Partnership Law, “[a] partnership without limited partners that has registered as a registered limited liability partnership is for all purposes the same entity that existed before the registration and continues to be a partnership without limited partners under” New York law. Because the registration filed to become a RLLP is made by an existing partnership, a RLLP is not “formed” by the filing of the registration and the registration is not a “public organic record” since it does not operate to form or organize the RLLP. Official Comment 11 to UCC § 9-102 makes this point for general partnerships, noting that:
Not every organization that may provide information about itself in a public record is a “registered organization”. For example, a general partnership is not a “registered organization” even if it files a statement of partnership authority under § 303 of the Uniform Partnership Act (1994) or an assumed name (“dba”) certificate. This is because such partnership is not formed or organized by the filing of a record with, or the issuance of a record by, a State or the United States.
Where to File a Financing Statement
Because it is not a registered organization, the proper place to file a financing statement naming a New York RLLP as a debtor is where it has its place of business or, if it has more than one place of business, its chief executive office.[40]
If the RLLP has only one office, or its chief executive office[41] is in New York, there is no harm suffered from filing a financing statement with the New York Secretary of State[42] under the misapprehension that it should be filed there under § 9-307(e) of the New York Uniform Commercial Code as the location of a registered organization organized under the laws of New York. If the New York limited liability partnership has more than one office, the filing would not be effective if the office in another state is determined to be the firm’s “chief executive office” and consequently the necessary place for filing a financing statement under UCC § 9-307(b)(3).
New York’s Publication Requirement
A uniquely burdensome requirement of New York’s legislation is the requirement for publication of notice of registration as a RLLP by domestic and foreign RLLPs.
Publication is required once a week for six weeks in one daily and one weekly newspaper in the county in which the principal office in New York of the RLLP is located. [43] If proof of publication is not filed with the Secretary of State within 120 days after publication, the authority of the RLLP to carry on any business in New York is suspended.[44] The suspension does not affect the validity of any contract or act of the RLLP, does not impair the ability of the RLLP to defend (but not to prosecute) litigation and does not impose personal liability on any partner or agent of the RLLP. Where proper evidence of publication has been filed, the suspension is annulled.[45]
Filing of Tax Returns or Periodic Statements
Section 658(c) of the New York Tax Law requires every partnership having a New York resident partner or having any income derived from a New York source[47] to file a New York income tax return. As an enforcement tool to require RLLPs doing business in New York to file tax returns in New York, the statute requires the filing of a periodic statement prior to each fifth anniversary of the effective date of its registration as a RLLP that includes the address of the RLLP’s principal office in the state and payment for a $200 fee.[48] Alternatively, the statute permits the information to be provided in the filing fee payment form submitted with the annual fee payable by RLLPs and other disregarded entities with the New York State Department of Taxation and Finance for the filing of their annual tax returns.
“Transparency” Legislation
New York RLLPs are not subject to the federal[49] or New York state[50] “corporate transparency” legislation requiring the filing of detailed information concerning the beneficial owners of “reporting companies.” On March 26, 2025, the Department of the Treasury announced its interim final rule implementing the federal Corporate Transparency Act that became effective on January 1, 2024, removing any requirement for U.S. companies and U.S. persons report beneficial ownership information. Since, as described above, a RLLP is not created by the filing of a document with the New York Secretary of State,[51] a RLLP is not a reporting company subject to the New York State’s transparency legislation. Many law firms have updated their opinion forms to include a broad carve out for compliance with the federal Corporate Transparency Act, for entities subject to that law, and any other legislation requiring disclosure of beneficial ownership information.
[1] There is existing literature on third-party closing opinions for limited partnerships – Third-Party Closing Opinions: Limited Partnerships, 73 Bus. Law. 1107(2018) and Addendum, 77 Bus. Law. 230 (2021/2022) (hereinafter “LP Report”) and for limited liability companies – Third-Party Closing Opinions: Limited Liability Companies (Revised 2021), 77 Bus. Law. 201 (2021/2022) (hereinafter “LLC Report”), but not for limited liability partnerships or RLLPs.
[2] The professions specified in the statute are law, medicine, public accountancy, professional engineering, land surveying, geological services, architecture, landscape architecture, dentistry, veterinary medicine, clinical social work, creative arts therapy, marriage and family therapy, mental health counseling, psychoanalysis services and applied behavior analysis, each subject to their own licensing requirements. See New York Partnership Law § 121-1500(m), (q).
[3] N.Y. Partnership Law § 121-1500(a)(I)(i).
[4] N.Y. Partnership Law § 121-1500(a)(I)(iii).
[5] N.Y. Partnership Law § 121-1500(a)(I)(8). The RLLP may also have a registered agent for service of process. N.Y. Partnership Law § 121-1500(a)(I)(5). In order to carry on, transact or conduct business in New York, a foreign limited liability partnership must file a notice with the New York Secretary of State containing similar information. N.Y. Partnership Law § 121-1500(a).
[6] N.Y. Partnership Law §121-1500(a)(I)(iii)(8).
[7] Similarly, after withdrawal or revocation of its registration as a RLLP, the partnership remains the same entity and continues as a partnership under New York law. N.Y. Partnership Law § 121-1500(h).
[8] N.Y. Partnership Law § 26(c)(i).
[9] Text at N. 6, supra.
[10] N.Y. Partnership Law § 26(d); for example, if a lender required recourse against the partners as a condition to extending credit to the RLLP.
[11] N.Y. Partnership Law § 121-1500(a)(I)(iii)(8).
[12] N.Y. Partnership Law § 121-1500(n).
[13] N.Y. Partnership Law § 121-1500(a)(I).
[14] N.Y. Partnership Law § 1 et seq. The first seven articles of the codified Partnership Law are New York’s enactment of the Uniform Partnership Act promulgated in 1914. Articles 8A and 8-B address limited partnerships. Article 9 addresses RLLPs. New York is one of the few states (Georgia, Indiana, Louisiana, Massachusetts, Michigan, Missouri, North Carolina, South Carolina and New Hampshire are the others) that have not adopted the Revised Uniform Partnership Act, promulgated in 1997, in place of the 1914 Act.
[15] Discussed in J. Gadsden, “Closing Opinions for General Partnerships, In Our Opinion, Vol. 23, No. 2 (Spring 2024).
[16] N.Y. Gen. Obligations Laws § 5-701; Pace v. Perk, 81 A.D.2nd 444, 440 N.Y.S 2d 710 (2d Dept. 1981) (partnership to acquire real property).
[17] N.Y. Partnership Law § 11; Cohen v. Biernhoff, 84 A.D.2d 802, 444 N.Y.S.2d 152 (App. Div. 1981); Steinbeck v. Gerosa, 4 N.Y.2d 302, 117 N.E.2d 170, 175 N.Y.S.2d 1 (1958); (An indispensable essential of a contract of partnership or joint venture, both under common law and statutory law, is a mutual promise or undertaking to share in the profits of the business and submit to the burden of making good the losses); In re Wells, 36 A.D.2d 471, 321 N.Y.S.2d, 210 (App. Div. 1981), aff’d, 29 N.Y.2d 981, 280; N.E.2d 95, 329 N.Y.S 2d 322 (1972) (mem.) (emphasis in the original); Reynolds v. Searle, 186 App. Div. 2002, 203, (App. Div. 1919); Martin v. Peyton, 246 N.Y. 213, 158 N.E. 77 (1927) (“Partnership results from contract, express or implied.”).
[18] N.Y. Partnership Law § 121-1500(a)(I)(8),(9).
[19] N.Y. Partnership Law § 121-1500(b).
[20] N.Y. Partnership Law § 121-1500(a)(I).
[21] N.Y. Partnership Law § 60; See N.Y. Partnership Law § 62 – Causes of Dissolution; Uniform Partnership Act § 31 (1914).
[22] For reasons such as voluntary withdrawal, retirement or expulsion.
[23] N.Y. Partnership Law § 61; Uniform Partnership Act § 30 (1914).
[24] Which may not be more than 60 days from the filing.
[25] N.Y. Partnership Law § 121-1500(f).
[26] N.Y. Partnership Law § 121-1500(d).
[27] Id.
[28] Available at https://apps.dos.ny.gov.publicinquiry.
[29] See N.Y. Partnership Law § 121-1500(f).
[30] Executive Law § 92. The New York Secretary of State accepts only written request for certificates of status that may be submitted by fax, but not through the website, e-mail or telephone. https://dos.ny.gov.certification-status.
[31] § 658(c).
[32] N.Y. Partnership Law § 121-1500(g).
[33] A partnership without limited partners is a successor if a majority of the total interests in profits of the successor partnership are held by persons who were partners in the predecessor partnership immediately prior to dissolution. N.Y. Partnership Law § 121-1500(d).
[34] N.Y. Partnership Law § 26(b), § 121-1500(g).
[35] N.Y. Partnership Law § 121-1500(n), (o); § 121-1502(o),(q) (Foreign LLP registered to do business in New York).
[36] Unlike for general partnerships, certificates of status are available from the New York Secretary of State for a RLLP. See N. 30, supra.
[37] For ease of reference, this article speaks only of contracts, but, as with other business entities, the same principles should apply to opinions on other actions taken by a RLLP.
[38] For other entities, the literature recognizes an unstated assumption that the necessary action was taken by each upstream entity to authorize execution by a signatory and that a signatory has the legal capacity or entity authority to act. LLC Report § 4.0, at 217; LP Report § 3.0, at 1121.
[39] See LLC Report, n. 65, at 214.
[40] N.Y. U.C.C. § 9-307(b).
[41] As noted in Official Comment 2 to U.C.C. § 9-307, “[t]he term ‘chief executive office’ is not defined in this Section or elsewhere in the Uniform Commercial Code. ‘Chief executive office’ means the place from which the debtor manages the main part of its business operations or other affairs….” Where there could be more than one possible chief executive office, multiple filings may be made.
[42] N.Y. U.C.C. § 9-501(a)(2).
[43] N.Y. Partnership Law § 121-1500(II)(A). Sections 12 and 13 of Senate Bi11 6483 and Assembly Bill 3546 in the recently concluded session of the New York State legislature would have amended § 121-1500(a)(II) and § 121-1502(f)(II) of the Partnership Law to substitute making certificates filed by the foreign and domestic RLLPs with the Department of State available on the state register website maintained by the Department for the present requirements for publication. The same change is proposed by the bills for New York limited liability companies (N.Y. Limited Liability Company Law § 206) and New York limited partnerships (N.Y. Partnership Law § 121-201(c)(i)).
[44] Id.
[45] Id.
[46] N.Y. Partnership Law § 121-1500(m), (o).
[47] Determined in the manner provided in Section 631 of the New York Tax Law as the partner’s New York source income.
[48] N.Y. Partnership Law § 121-1500(g).
[49] 31 U.S.C. § 5336 (2020), part of the Anti-Money Laundering Act of 2020, included in the National Defense Authorization Act for the Fiscal Year 2021, 116th Cong, Pub. L. 283, addressed to entities perceived to be often engaged in money laundering or illicit activities.
[50] N.Y. L 2023, Ch. 772 codified as amendments to §§ 102, 203(e), 802 and 8.04, and new §§ 215 and 810 of the Limited Liability Company Law. The act also added a new Section 100-B to the Executive Law requiring the Secretary of State to maintain a publicly available database on its website for each business entity organized or authorized to do business in the State including current contact information and for limited liability companies and the filing history associated with that entity. In view of the suspension of the federal legislation, Senate Bill 8432 and Assembly Bill 8662 in the 2025 legislative session would incorporate the definitions from the federal legislation into the relevant portions of New York to be effective only when the 2023 legislation takes effect.
[51] See A New York RLLP is not a “Registered Organization” for the Purposes of Article 9 of the Uniform Commercial Code”, supra.