There is a newer version of the New York Consolidated Laws
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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