2012 New York Consolidated Laws
BSC - Business Corporation
Article 15 - (1501 - 1516) PROFESSIONAL SERVICE CORPORATIONS
1503 - Organization.


NY Bus Corp L § 1503 (2012) What's This?
 
  § 1503. Organization.
    (a)   Notwithstanding   any  other  provision  of  law,  one  or  more
  individuals duly authorized by  law  to  render  the  same  professional
  service  within  the  state  may  organize,  or cause to be organized, a
  professional service corporation for pecuniary profit under this article
  for the purpose of rendering the same professional service, except  that
  one  or more individuals duly authorized by law to practice professional
  engineering, architecture,  landscape  architecture  or  land  surveying
  within  the state may organize, or cause to be organized, a professional
  service corporation or a design  professional  service  corporation  for
  pecuniary  profit  under  this article for the purpose of rendering such
  professional services as such individuals are authorized to practice.
    (b)  The  certificate  of  incorporation  of  a  professional  service
  corporation  shall  meet  the requirements of this chapter and (i) shall
  state the profession or professions to be practiced by such  corporation
  and  the  names and residence addresses of all individuals who are to be
  the original shareholders, directors and officers of  such  corporation,
  and  (ii)  shall  have  attached  thereto  a certificate or certificates
  issued by the licensing authority certifying that each of  the  proposed
  shareholders,  directors and officers is authorized by law to practice a
  profession which the corporation is being organized to practice and,  if
  applicable,  that  one  or  more  of  such  individuals is authorized to
  practice each profession which the corporation  will  be  authorized  to
  practice.
    (b-1)  The  certificate  of  incorporation  of  a  design professional
  service  corporation  shall  meet  the  requirements  of  this  chapter,
  provided  that  shareholders  may include employee stock ownership plans
  (ESOPs)  and  employees  of  the  corporation  not  licensed  as  design
  professionals, and provided further however that:
    (i)  greater  than  seventy-five  percent of the outstanding shares of
  stock of the corporation are owned by design professionals,
    (ii) an ESOP, either in part or in its entirety, shall not  constitute
  part   of   the  greater  than  seventy-five  percent  owned  by  design
  professionals,
    (iii) greater than seventy-five percent of the  directors  are  design
  professionals,
    (iv)  greater  than  seventy-five  percent  of the officers are design
  professionals,
    (v) the president, the chairperson of the board of directors  and  the
  chief executive officer or officers are design professionals, and
    (vi) the single largest shareholder is either a design professional or
  an  ESOP  with  greater  than  seventy-five percent of the plan's voting
  trustees  being  design  professionals  and  greater  than  seventy-five
  percent of the plan's committee members being design professionals.
    (b-2)  The  certificate  of  incorporation  of  a  design professional
  service corporation shall:
    (i) state the profession  or  professions  to  be  practiced  by  such
  corporation,
    (ii)  state  the  names  and residence addresses of all individuals or
  ESOPs who are to be the original shareholders, directors and officers of
  such corporation,
    (iii)  indicate  the  profession  or  professions  of  each   original
  shareholder, director and officer who is a design professional,
    (iv) state the ownership interest of each original shareholder, and
    (v)  indicate the names of the original officers and directors who are
  the president, the chairperson of the board of directors and  the  chief
  executive officer or officers.

    (b-3)  The  certificate  of  incorporation  of  a  design professional
  service  corporation  shall  have  attached  thereto  a  certificate  or
  certificates  issued  by the licensing authority certifying that each of
  the proposed shareholders, directors and officers who  is  listed  as  a
  design  professional is authorized by law to practice a profession which
  the corporation is being organized to practice and, if applicable,  that
  one  or  more  of  such  individuals  is  authorized  to  practice  each
  profession which the corporation will be  authorized  to  practice.  The
  attached  certificate  or  certificates  shall  also  certify  that  the
  president, the chairperson of the  board  of  directors  and  the  chief
  executive  officer  or  officers  are  authorized  by  law to practice a
  profession which the corporation is being organized to practice.
    (b-4) The  certificate  of  incorporation  of  a  design  professional
  service  corporation  shall  also have attached thereto a certificate or
  certificates issued by the licensing authority certifying that  each  of
  the  shareholders,  officers,  directors  and owners have been deemed to
  have been  of  good  moral  character  as  may  be  established  by  the
  regulations of the commissioner of education.
    (b-5)  On  or  after  January  first,  two  thousand twelve, the state
  education department and the department of state shall allow an existing
  professional service corporation in good standing to convert to a design
  professional service corporation as defined in  this  article,  provided
  the   design   professional   service   corporation  meets  all  of  the
  requirements  to  become  a  design  professional  service  corporation,
  including  that  its  name shall end with the words "design professional
  corporation" or the abbreviation "D.P.C.".
    (c) A certified copy of the certificate of incorporation and  of  each
  amendment  thereto  shall be filed by the corporation with the licensing
  authority within thirty days after the filing  of  such  certificate  or
  amendment with the department of state.
    (d)   A   professional   service   corporation,   including  a  design
  professional service corporation, other than a corporation authorized to
  practice law, shall be under the  supervision  of  the  regents  of  the
  university  of  the  state  of  New  York and be subject to disciplinary
  proceedings and penalties, and its certificate of incorporation shall be
  subject to suspension, revocation or annulment for cause,  in  the  same
  manner and to the same extent as is provided with respect to individuals
  and  their  licenses,  certificates, and registrations in title eight of
  the education law relating to the applicable profession. Notwithstanding
  the provisions of this paragraph,  a  professional  service  corporation
  authorized  to  practice  medicine  shall  be  subject to the prehearing
  procedures and  hearing  procedures  as  is  provided  with  respect  to
  individual physicians and their licenses in title II-A of article two of
  the public health law.
    (e)  A  corporation authorized to practice law shall be subject to the
  regulation and control of, and its certificate of incorporation shall be
  subject to  suspension,  revocation  or  annulment  for  cause  by,  the
  appellate  division of the supreme court and the court of appeals in the
  same manner and to the same extent provided in the  judiciary  law  with
  respect  to individual attorneys and counselors-at-law. Such corporation
  need not qualify  for  any  certification  under  section  four  hundred
  sixty-four  of  the  judiciary law, take an oath of office under section
  four hundred sixty-six of  such  law  or  register  under  section  four
  hundred sixty-seven of such law.
    (f)   The   order  of  suspension,  revocation  or  annulment  of  the
  certificate of  incorporation  of  a  professional  service  corporation
  pursuant  to  paragraphs  (d) and (e) of this section shall be effective
  upon the filing of such order with the department of state.

    (g) The practices  of  creative  arts  therapy,  marriage  and  family
  therapy,  mental  health  counseling,  and  psychoanalysis  shall not be
  deemed the same professional service for the purpose of paragraph (a) of
  this section, notwithstanding that such practices are all licensed under
  article one hundred sixty-three of the education law.

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