STATE OF NEW YORK
________________________________________________________________________
4753--D
2013-2014 Regular Sessions
IN ASSEMBLY
February 8, 2013
___________
Introduced by M. of A. ENGLEBRIGHT, CAHILL, ROSENTHAL, COLTON, SCHIMEL,
JAFFEE, LUPARDO, ABINANTI, THIELE, COOK, STECK, ROBERTS, MONTESANO,
WALTER, SANTABARBARA, LUPINACCI, LIFTON -- Multi-Sponsored by -- M. of
A. ARROYO, BRENNAN, CUSICK, DUPREY, FAHY, GUNTHER, JACOBS, McDONOUGH,
SWEENEY, TITONE -- read once and referred to the Committee on Higher
Education -- committee discharged, bill amended, ordered reprinted as
amended and recommitted to said committee -- again reported from said
committee with amendments, ordered reprinted as amended and recommit-
ted to said committee -- recommitted to the Committee on Higher Educa-
tion in accordance with Assembly Rule 3, sec. 2 -- committee
discharged, bill amended, ordered reprinted as amended and recommitted
to said committee -- again reported from said committee with amend-
ments, ordered reprinted as amended and recommitted to said committee
AN ACT to amend the education law, the business corporation law, the
limited liability company law and the partnership law, in relation to
providing for the licensing of the profession of geology; and to
repeal section 12 of chapter 550 of the laws of 2011, amending the
business corporation law and the education law relating to design
professional service corporations
The People of the State of New York, represented in Senate and Assem-bly, do enact as follows:
1 Section 1. The article heading of article 145 of the education law,
2 as added by chapter 987 of the laws of 1971, is amended to read as
3 follows:
4 ENGINEERING [AND], LAND SURVEYING
5 AND GEOLOGY
6 § 2. Section 7200 of the education law, as added by chapter 987 of the
7 laws of 1971, is amended to read as follows:
8 § 7200. Introduction. This article applies to the professions of
9 engineering [and], land surveying and geology. The general provisions
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[] is old law to be omitted.
LBD08800-11-4
A. 4753--D 2
1 for all professions contained in article one hundred thirty of this
2 title apply to this article.
3 § 3. The education law is amended by adding three new sections 7204-a,
4 7204-b and 7206-b to read as follows:
5 § 7204-a. Definition of the profession of geology. The practice of the
6 profession of geology is defined as performing professional service such
7 as researching, investigating, consulting and geological mapping,
8 describing the natural processes that act upon the earth's materials,
9 predicting the probable occurrence of natural resources, predicting and
10 locating natural or human-induced phenomena which may be useful or
11 hazardous to humankind and recognizing, determining and evaluating
12 geological factors, and the inspection and performance of geological
13 work and the responsible supervision thereof in furtherance of the
14 health, safety and welfare of the public; provided, however, that
15 geological mapping shall not include the practice of land surveying as
16 defined in section seventy-two hundred three of this article.
17 § 7204-b. Practice of geology and the use of title "professional geol-
18 ogist". Only a person licensed or otherwise authorized under this arti-
19 cle shall practice geology or use the title "professional geologist".
20 § 7206-b. Requirements for a license as a professional geologist. 1.
21 To qualify for a license as a professional geologist, an applicant shall
22 fulfill the following requirements:
23 (a) Application: file an application with the department;
24 (b) Education: have received an education, including a bachelor's or
25 higher degree in geological sciences, in accordance with the commission-
26 er's regulations;
27 (c) Experience: have at least five years practical experience satis-
28 factory to the board in appropriate geological work; up to one year of
29 experience may be credited for an advanced degree (masters, doctorate or
30 an equivalent thereof) in accordance with the commissioner's regu-
31 lations;
32 (d) Examination: pass an examination satisfactory to the board and in
33 accordance with the commissioner's regulations;
34 (e) Age: be at least twenty-one years of age;
35 (f) Character: be of good moral character as determined by the depart-
36 ment; and
37 (g) Fees: pay a fee of two hundred twenty dollars to the department
38 for admission to a department conducted examination and for an initial
39 license, and a fee of two hundred ten dollars for each triennial regis-
40 tration period.
41 2. In lieu of the degree and experience requirements specified in
42 paragraphs (b) and (c) of subdivision one of this section, twelve years
43 of practical experience in geological work of a grade and character
44 satisfactory to the board may be accepted by the department.
45 3. For an identification card as an "intern geologist", an applicant
46 shall fulfill the requirements of subdivision one of this section,
47 except those in paragraphs (c) and (e) of such subdivision, provided
48 that admission to the examination may be given when the applicant is
49 within twenty credits of the completion of the requirements of the bach-
50 elor's degree or higher as prescribed in paragraph (b) of subdivision
51 one of this section, or has completed the practical experience require-
52 ment of subdivision two of this section. The fee for the examination and
53 identification card as an "intern geologist" shall be seventy dollars
54 and the fee for each reexamination shall be seventy dollars.
55 4. An applicant who applies for licensure within one year after the
56 effective date of this section shall be qualified for a license as a
A. 4753--D 3
1 professional geologist without a written examination if the applicant
2 has satisfied the requirements of education and degree described in
3 paragraphs (b) and (c) of subdivision one or subdivision two of this
4 section no later than one year after the effective date of this section.
5 § 4. Section 7205 of the education law, as amended by chapter 521 of
6 the laws of 1998, is amended to read as follows:
7 § 7205. State board for engineering [and], land surveying and geology.
8 A state board for engineering [and], land surveying and geology shall be
9 appointed by the board of regents on recommendation of the commissioner
10 for the purpose of assisting the board of regents and the department on
11 matters of professional licensing and professional conduct in accordance
12 with section sixty-five hundred eight of this title. The board shall be
13 composed of not less than seven professional engineers [and], not less
14 than two land surveyors and not less than two professional geologists
15 licensed in this state. An executive secretary to the board shall be
16 appointed by the board of regents on recommendation of the commissioner
17 and shall be a professional engineer [or], land surveyor or professional
18 geologist licensed in this state.
19 § 5. Subdivision 2 of section 7207 of the education law, as added by
20 chapter 987 of the laws of 1971, is amended to read as follows:
21 2. A limited permit to practice as a professional engineer [or], land
22 surveyor or professional geologist in this state may be issued by the
23 department to a person not a resident in this state and having no estab-
24 lished place of practice in this state, when such practice does not
25 aggregate more than thirty days in any calendar year, provided that such
26 person is legally qualified to practice in his own state or country. The
27 limited permit authorizing such right to practice in this state shall
28 specify the dates within the calendar year when such right may be exer-
29 cised.
30 § 6. Subdivision 3 of section 7207 of the education law is renumbered
31 subdivision 4 and a new subdivision 3 is added to read as follows:
32 3. On recommendation of the board, the department may issue a limited
33 permit to practice geology to a geologist not a resident of this state
34 and having no established place of practice in this state who is legally
35 qualified to practice as such in his or her own country or state with
36 standards equivalent to those enumerated in this article and who submits
37 evidence satisfactory to the board established and recognized profes-
38 sional standing in his or her own country or state and who submits
39 satisfactory certification as to character and qualifications from at
40 least two professional geologists, one of whom shall be a resident of
41 this state. Such limited permit shall be issued solely in connection
42 with the specific project for which such limited permit is granted.
43 § 7. The section heading of section 7208 of the education law, as
44 added by chapter 987 of the laws of 1971, is amended to read as follows:
45 Exempt persons for the professions of engineering and land surveying.
46 § 8. The education law is amended by adding a new section 7208-a to
47 read as follows:
48 § 7208-a. Exempt persons in or related to the profession of geology.
49 Nothing in this article shall be construed to affect or prevent:
50 1. The employment and supervision of interns and other persons quali-
51 fied by education or experience by professional geologists as assistants
52 in the performance of geological services, or as consultants or employ-
53 ees in special fields related to but not uniquely geology, provided that
54 the professional geologist employing or supervising such persons shall
55 not be relieved of any responsibility whatsoever by delegation to such
56 persons.
A. 4753--D 4
1 2. The practice of professional engineering by a professional engineer
2 licensed pursuant to this article to practice engineering in this state
3 or an entity authorized pursuant to section seventy-two hundred ten of
4 this article to provide engineering in this state, including the inves-
5 tigation, acquisition, evaluation, and interpretation of the physical
6 and chemical properties of the soil, rock, groundwater, earth materials
7 and data related thereto, and the performance of activities as specified
8 in section seventy-two hundred four-a of this article, provided that no
9 such person shall use the designation, or hold himself or herself out as
10 a "professional geologist," unless licensed as such in this state, and
11 provided further that nothing in this chapter shall preclude a licensed
12 professional engineer or authorized entity from offering to provide or
13 providing the work enumerated in this subdivision, however categorized,
14 on the grounds that such licensed professional engineer or authorized
15 entity is not licensed to practice geology.
16 3. The practice of land surveying by any person that is licensed or
17 otherwise authorized to practice land surveying in this state, provided
18 that no such person shall use the designation or hold himself or herself
19 out as a "professional geologist" unless licensed as such in this state.
20 4. The execution of work by contractors or by others of work prepared
21 by a professional geologist, or the superintendence of such work as a
22 superintendent, foreman or inspector.
23 5. The practice of the profession of geology by officers and employ-
24 ees of this state practicing solely as officers and employees; provided,
25 however, that this exemption shall not apply to officers and employees
26 of the state of New York who commence employment or the performance of
27 work related activities after the effective date of this section.
28 6. The execution of geological research and/or teaching conducted at
29 accredited educational institutions and not-for-profit research insti-
30 tutions, conducted solely through those institutions.
31 7. Work customarily performed by physical or natural scientists
32 provided such work does not include geological investigations, being in
33 responsible charge of geological work, or the drawing of geological
34 conclusions and recommendations.
35 8. Work customarily performed by water well drillers who have received
36 a certificate of registration pursuant to section 15-1525 of the envi-
37 ronmental conservation law.
38 § 9. Subdivisions 1, 2 and 4 of section 7209 of the education law,
39 subdivisions 1 and 2 as added by chapter 987 of the laws of 1971, the
40 opening paragraph of subdivision 1 as amended by chapter 994 of the laws
41 of 1971 and subdivision 4 as amended by chapter 550 of the laws of 2011,
42 are amended to read as follows:
43 1. Every professional engineer [and every], land surveyor and profes-
44 sional geologist shall have a seal, approved by the board, which shall
45 contain the name of the professional engineer and the words "Licensed
46 Professional Engineer" [or], the name of the land surveyor and the words
47 "Licensed Land Surveyor" or the name of the professional geologist and
48 the words "Licensed Professional Geologist", and such other words or
49 figures as the board may deem necessary. All plans, specifications,
50 plats and reports relating to the construction or alteration of build-
51 ings or structures, or geologic drawings and reports prepared by such
52 professional engineer [and], all plans, specifications, plats and
53 reports prepared by such land surveyor and all geologic drawings and
54 reports prepared by such professional geologist or by a full-time or
55 part-time subordinate under his or her supervision, shall be stamped
56 with such seal and shall also be signed, on the original with the
A. 4753--D 5
1 personal signature of such professional engineer [or], land surveyor or
2 professional geologist when filed with public officials. No official of
3 this state, or of any city, county, town or village therein, charged
4 with the enforcement of laws, ordinances or regulations shall accept or
5 approve any plans [or], specifications, or geologic drawings or reports
6 that are not stamped:
7 a. With the seal of an architect or professional engineer or land
8 surveyor or professional geologist licensed in this state and bearing
9 the authorized facsimile of the signature of such architect or profes-
10 sional engineer or land surveyor or professional geologist, or
11 b. With the official seal and authorized facsimile of the signature of
12 a professional engineer or land surveyor or professional geologist not a
13 resident of this state and having no established business in this state,
14 but who is legally qualified to practice as such in his or her own state
15 or country, provided that such person may lawfully practice as such in
16 this state, and provided further that the plans [or], specifications, or
17 geologic drawings or reports are accompanied by and have attached there-
18 to written authorization issued by the department certifying to such
19 right to practice at such time.
20 2. a. To all plans, specifications, plats and reports to which the
21 seal of a professional engineer or land surveyor has been applied, there
22 shall also be applied a stamp with appropriate wording warning that it
23 is a violation of this [law] article for any person, unless he or she is
24 acting under the direction of a licensed professional engineer or land
25 surveyor, to alter an item in any way. If an item bearing the seal of an
26 engineer or land surveyor is altered, the altering engineer or land
27 surveyor shall affix to the item his or her seal and the notation
28 "altered by" followed by his or her signature and the date of such
29 alteration, and a specific description of the alteration.
30 b. To all geologic drawings and reports to which the seal of a profes-
31 sional geologist or professional engineer has been applied, there shall
32 also be applied a stamp with appropriate wording warning that it is a
33 violation of this article for any person, unless he or she is acting
34 under the direction of a professional geologist or professional engi-
35 neer, to alter a drawing or report in any way. If an item bearing the
36 seal of a licensed professional geologist or professional engineer is
37 altered, the altering party shall affix to the item his or her seal and
38 the notation "altered by" followed by his or her signature and the date
39 of such alteration, and a specific description of the alteration. Noth-
40 ing contained in this article shall be deemed to authorize a profes-
41 sional geologist to practice professional engineering unless he or she
42 is licensed as a professional engineer pursuant to this article.
43 4. Engineers, land surveyors, geologists, architects, and landscape
44 architects may join in the formation of a joint enterprise, or a part-
45 nership or a professional service corporation or a design professional
46 service corporation or may form any desired combination of such
47 professions and may use in the name of such corporation the title of any
48 of the professions which will be practiced. After the name of each
49 member his or her profession shall be indicated.
50 § 10. Subdivision 1 of section 7210 of the education law, as amended
51 by chapter 550 of the laws of 2011, is amended to read as follows:
52 1. Domestic or foreign professional service corporations, design
53 professional service corporations, professional service limited liabil-
54 ity companies, foreign professional service limited liability companies,
55 registered limited liability partnerships, New York registered foreign
56 limited liability partnerships, partnerships and joint enterprises spec-
A. 4753--D 6
1 ified in subdivision four of section seventy-two hundred nine of this
2 article, provided each of the foregoing entities is authorized to
3 provide professional engineering [or], land surveying or professional
4 geology services and general business corporations authorized to provide
5 professional engineering or land surveying services pursuant to subdivi-
6 sion six of section seventy-two hundred nine of this article may offer
7 to provide or provide professional engineering [or], land surveying or
8 professional geology services only after obtaining a certificate of
9 authorization from the department. Except as otherwise authorized by
10 statute, rule or regulation, other business entities are not authorized
11 to offer or provide professional engineering [or], land surveying or
12 professional geology services and may not obtain certificates of author-
13 ization provided that nothing contained herein shall prohibit an indi-
14 vidual who is licensed to practice professional engineering [or], land
15 surveying or professional geology under this article from obtaining a
16 certificate of authorization upon application and payment of the appro-
17 priate fees provided for under this section.
18 § 11. Subdivision 2 of section 7307 of the education law, as amended
19 by chapter 550 of the laws of 2011, is amended to read as follows:
20 2. Engineers, land surveyors, geologists, architects and landscape
21 architects may join in the formation of a joint enterprise, or a part-
22 nership or a professional service corporation or a design professional
23 service corporation or may form any desired combination of such
24 professions and may use in the name of such corporation the title of any
25 of the professions which will be practiced. After the name of each
26 member his or her profession shall be indicated.
27 § 12. Subdivision 2 of section 7327 of the education law, as amended
28 by chapter 550 of the laws of 2011, is amended to read as follows:
29 2. Engineers, land surveyors, geologists, architects and landscape
30 architects may join in the formation of a joint enterprise, or a part-
31 nership or a professional service corporation or a design professional
32 service corporation or may form any desired combination of such
33 professions and may use in the name of such corporation the title of any
34 of the professions which will be practiced. After the name of each
35 member his or her profession shall be indicated.
36 § 13. Paragraphs (g) and (h) of section 1501 of the business corpo-
37 ration law, as added by chapter 9 of the laws of 2013, are amended to
38 read as follows:
39 (g) "Design professional service corporation" means a corporation
40 organized under this article practicing professional engineering, archi-
41 tecture, landscape architecture, geology, or land surveying, or practic-
42 ing any combination of such professions. The provisions of this article
43 applicable to professional service corporations shall apply to design
44 professional service corporations except to the extent that any
45 provision is either inconsistent with a provision expressly applying to
46 design professional service corporations or not relevant thereto.
47 (h) "Design professional" means an individual licensed and registered
48 pursuant to title eight of the education law to practice professional
49 engineering, architecture, landscape architecture, geology or land
50 surveying.
51 § 14. Paragraph (a) of section 1503 of the business corporation law,
52 as amended by chapter 550 of the laws of 2011, is amended to read as
53 follows:
54 (a) Notwithstanding any other provision of law, one or more individ-
55 uals duly authorized by law to render the same professional service
56 within the state may organize, or cause to be organized, a professional
A. 4753--D 7
1 service corporation for pecuniary profit under this article for the
2 purpose of rendering the same professional service, except that one or
3 more individuals duly authorized by law to practice professional engi-
4 neering, architecture, landscape architecture [or], land surveying or
5 geology within the state may organize, or cause to be organized, a
6 professional service corporation or a design professional service corpo-
7 ration for pecuniary profit under this article for the purpose of
8 rendering such professional services as such individuals are authorized
9 to practice.
10 § 15. The opening paragraph of paragraph (b-5) of section 1503 of the
11 business corporation law, as amended by chapter 9 of the laws of 2013,
12 is amended to read as follows:
13 On or after January first, two thousand twelve, the state education
14 department and the department of state shall allow an existing profes-
15 sional service corporation organized under this article and practicing
16 professional engineering, architecture, landscape architecture, geology
17 or land surveying, or practicing any combination of such professions to
18 become a design professional service corporation as defined in this
19 article, provided the professional service corporation meets all of the
20 requirements to become a design professional service corporation,
21 including that its name shall end with the words "design professional
22 corporation" or the abbreviation "D.P.C.", by amending its certificate
23 of incorporation so that it contains the following statements:
24 § 16. Paragraph (b) of section 1504 of the business corporation law,
25 as amended by chapter 550 of the laws of 2011, is amended to read as
26 follows:
27 (b) Each final plan and report made or issued by a corporation prac-
28 ticing one or more of the professions of professional engineering,
29 architecture, landscape architecture [or], land surveying or geology
30 shall bear the name and seal of one or more professional engineers,
31 architects, landscape architects, [or] land surveyors or professional
32 geologists, respectively, who are in responsible charge of such plan or
33 report.
34 § 17. Section 12 of chapter 550 of the laws of 2011, amending the
35 business corporation law and the education law relating to design
36 professional service corporations, is REPEALED.
37 § 18. Section 1516 of the business corporation law, as amended by
38 chapter 564 of the laws of 2011, is amended to read as follows:
39 § 1516. Corporate mergers, consolidations and other reorganizations.
40 (a) Notwithstanding any inconsistent provision of this article, and
41 subject to the limitations in paragraph (d) of this section, a profes-
42 sional service corporation, including a design professional service
43 corporation, pursuant to the provisions of article nine of this chapter,
44 may be merged or consolidated with another corporation formed pursuant
45 to the provisions of this chapter [or], with a corporation authorized
46 and registered to practice the same profession pursuant to the applica-
47 ble provisions of subdivision six of section seventy-two hundred nine of
48 the education law (engineer or land surveyor) [or], subdivision four of
49 section seventy-three hundred seven of the education law (architect) or
50 subdivision four of section seventy-three hundred twenty-seven of the
51 education law (landscape architect) of [article] articles one hundred
52 forty-five, one hundred forty-seven and one hundred forty-eight of the
53 education law, or with a foreign corporation, or other business entity
54 practicing the same profession or professions in this state or the state
55 of its formation, or may be otherwise reorganized, provided that the
56 corporation which survives or which is formed pursuant thereto is a
A. 4753--D 8
1 professional service corporation, a design professional service corpo-
2 ration, a professional service limited liability company or a foreign
3 professional service corporation practicing the same profession or
4 professions in this state or the state of incorporation or, if one of
5 the original corporations is authorized to practice pursuant to the
6 provisions of either subdivision six of section seventy-two hundred nine
7 [or], subdivision four of section seventy-three hundred seven or subdi-
8 vision four of section seventy-three hundred twenty-four of the educa-
9 tion law, a corporation authorized and registered to practice the same
10 profession pursuant to the applicable provisions of subdivision six of
11 section seventy-two hundred nine of the education law (engineer or land
12 surveyor) [or], subdivision four of section seventy-three hundred seven
13 of the education law (architect) of [article] articles one hundred
14 forty-five, one hundred forty-seven and one hundred forty-eight or
15 subdivision four of section seventy-three hundred twenty-seven of the
16 education law.
17 (b) If the surviving business entity is a professional corporation,
18 the restrictions on the issuance, transfer or sale of shares of a
19 professional service corporation or a design professional service corpo-
20 ration shall be suspended for a period not exceeding thirty days with
21 respect to any issuance, transfer or sale of shares made pursuant to
22 such merger, consolidation or reorganization, provided that: (i) no
23 person who would not be eligible to be a shareholder in the absence of
24 this section shall vote the shares of or receive any distribution from
25 such corporation; (ii) after such merger, consolidation or reorganiza-
26 tion, any professional service corporation or a design professional
27 service corporation which survives or which is created thereby shall be
28 subject to all of the provisions of this article; and (iii) shares ther-
29 eafter only may be held by persons who are eligible to receive shares of
30 such professional service corporation, design professional service
31 corporation or such other corporation authorized and registered to prac-
32 tice the same profession pursuant to the applicable provisions of subdi-
33 vision six of section seventy-two hundred nine of the education law
34 (engineer or land surveyor) [or], subdivision four of section seventy-
35 three hundred seven of the education law (architect) or subdivision four
36 of section seventy-three hundred twenty-seven of the education law
37 (landscape architect) of [article] articles one hundred forty-five, one
38 hundred forty-seven and one hundred forty-eight of the education law,
39 which survives. Nothing herein contained shall be construed as permit-
40 ting the practice of a profession in this state by a corporation which
41 is not incorporated pursuant to the provisions of this article or
42 authorized to do business in this state pursuant to the provisions of
43 article fifteen-A of this chapter, authorized pursuant to subdivision
44 six of section seventy-two hundred nine of the education law, authorized
45 pursuant to subdivision four of section seventy-three hundred seven of
46 the education law, authorized pursuant to subdivision four of section
47 seventy-three hundred twenty-seven of the education law or authorized
48 and registered to practice a profession pursuant to the applicable
49 provisions of article one hundred forty-five, one hundred forty-seven or
50 one hundred forty-eight of the education law. For the purposes of this
51 section, other reorganizations shall be limited to those reorganizations
52 defined in paragraph one of subsection (a) of section three hundred
53 sixty-eight of the internal revenue code.
54 (c) If the surviving business entity is a professional service limited
55 liability company, the restrictions on the issuance, transfer or sale of
56 membership interests of a professional service limited liability company
A. 4753--D 9
1 other than the requirements of the first two sentences of subdivision
2 (c) of section twelve hundred eleven of the limited liability company
3 law, shall be suspended for a period not exceeding thirty days with
4 respect to any issuance, transfer or sale of membership interests made
5 pursuant to such merger or consolidation, provided that: (i) no person
6 or business entity who would not be eligible to be a member in the
7 absence of this section shall vote or receive any distribution from such
8 limited liability company; (ii) after such merger or consolidation, any
9 professional service limited liability company that survives or that is
10 created thereby shall be subject to all the provisions of the limited
11 liability company law; and (iii) membership interests thereafter may be
12 held only by persons or business entities who are eligible to be a
13 member of such professional service limited liability company. Nothing
14 herein contained shall be construed as permitting the practice of a
15 profession in this state by a limited liability company that is not
16 formed pursuant to the provisions of the limited liability company law
17 or authorized to do business in the state pursuant to the provisions of
18 article thirteen of the limited liability company law.
19 (d) Notwithstanding the provisions contained in paragraphs (a), (b)
20 and (c) of this section, no design professional service corporation
21 shall be merged or consolidated with any entity unless such entity is a
22 professional business organization lawfully organized to provide profes-
23 sional services pursuant to articles one hundred forty-five, one hundred
24 forty-seven and one hundred forty-eight of the education law.
25 § 19. Paragraph (b) of section 1526 of the business corporation law,
26 as added by chapter 505 of the laws of 1983, is amended to read as
27 follows:
28 (b) Each final plan, drawing and report made or issued by a foreign
29 professional service corporation practicing professional engineering,
30 architecture, landscape architecture, geology or land surveying shall
31 bear the name and seal of one or more professional engineers, archi-
32 tects, landscape architects, professional geologists or land surveyors,
33 respectively, who are in responsible charge of such plan or report.
34 § 20. Section 1529 of the business corporation law, as amended by
35 chapter 576 of the laws of 1994, is amended to read as follows:
36 § 1529. Business corporation law applicable.
37 Except for the provisions of sections thirteen hundred three, thirteen
38 hundred four, thirteen hundred sixteen, thirteen hundred seventeen and
39 thirteen hundred twenty, this chapter shall be applicable to a foreign
40 professional service corporation to the extent that the provisions ther-
41 eof are not in conflict with the provisions of this article. A foreign
42 professional service corporation may practice in this state, or may
43 consolidate or merge with another corporation, or may be a member of a
44 professional service limited liability company, a foreign professional
45 service limited liability company, a registered limited liability part-
46 nership or foreign limited liability partnership, only if all of the
47 professions practiced by such corporations, limited liability companies
48 or limited liability partnerships could be practiced by a single profes-
49 sional service corporation organized in this state; and, further, only
50 if such foreign professional service corporation is domiciled in a state
51 or territory of the United States the laws of which, at the time of
52 application by such corporation under section fifteen hundred thirty of
53 this article, contain a reciprocal provision under which professional
54 service corporations domiciled in this state may similarly apply for the
55 privilege of doing business in any such state or territory; provided
56 further however, that nothing herein shall authorize a foreign profes-
A. 4753--D 10
1 sional service corporation practicing professional engineering, land
2 surveying, geology, architecture and/or landscape architecture to be a
3 member or partner of a professional service limited liability company, a
4 foreign professional service limited liability company, a registered
5 limited liability partnership or a foreign limited liability partnership
6 unless all of the shareholders, directors and officers of such foreign
7 professional service corporation are licensed to practice one or more of
8 such professions in this state.
9 § 21. Subdivision (a) of section 1203 of the limited liability company
10 law, as amended by chapter 554 of the laws of 2013, is amended to read
11 as follows:
12 (a) Notwithstanding the education law or any other provision of law,
13 one or more professionals each of whom is authorized by law to render a
14 professional service within the state, or one or more professionals, at
15 least one of whom is authorized by law to render a professional service
16 within the state, may form, or cause to be formed, a professional
17 service limited liability company for pecuniary profit under this arti-
18 cle for the purpose of rendering the professional service or services as
19 such professionals are authorized to practice. With respect to a profes-
20 sional service limited liability company formed to provide medical
21 services as such services are defined in article 131 of the education
22 law, each member of such limited liability company must be licensed
23 pursuant to article 131 of the education law to practice medicine in
24 this state. With respect to a professional service limited liability
25 company formed to provide dental services as such services are defined
26 in article 133 of the education law, each member of such limited liabil-
27 ity company must be licensed pursuant to article 133 of the education
28 law to practice dentistry in this state. With respect to a professional
29 service limited liability company formed to provide veterinary services
30 as such services are defined in article 135 of the education law, each
31 member of such limited liability company must be licensed pursuant to
32 article 135 of the education law to practice veterinary medicine in this
33 state. With respect to a professional service limited liability company
34 formed to provide professional engineering, land surveying, architec-
35 tural [and/or], landscape architectural and/or geological services as
36 such services are defined in article 145, article 147 and article 148 of
37 the education law, each member of such limited liability company must be
38 licensed pursuant to article 145, article 147 and/or article 148 of the
39 education law to practice one or more of such professions in this state.
40 With respect to a professional service limited liability company formed
41 to provide licensed clinical social work services as such services are
42 defined in article 154 of the education law, each member of such limited
43 liability company shall be licensed pursuant to article 154 of the
44 education law to practice licensed clinical social work in this state.
45 With respect to a professional service limited liability company formed
46 to provide creative arts therapy services as such services are defined
47 in article 163 of the education law, each member of such limited liabil-
48 ity company must be licensed pursuant to article 163 of the education
49 law to practice creative arts therapy in this state. With respect to a
50 professional service limited liability company formed to provide
51 marriage and family therapy services as such services are defined in
52 article 163 of the education law, each member of such limited liability
53 company must be licensed pursuant to article 163 of the education law to
54 practice marriage and family therapy in this state. With respect to a
55 professional service limited liability company formed to provide mental
56 health counseling services as such services are defined in article 163
A. 4753--D 11
1 of the education law, each member of such limited liability company must
2 be licensed pursuant to article 163 of the education law to practice
3 mental health counseling in this state. With respect to a professional
4 service limited liability company formed to provide psychoanalysis
5 services as such services are defined in article 163 of the education
6 law, each member of such limited liability company must be licensed
7 pursuant to article 163 of the education law to practice psychoanalysis
8 in this state. With respect to a professional service limited liability
9 company formed to provide applied behavior analysis services as such
10 services are defined in article 167 of the education law, each member of
11 such limited liability company must be licensed or certified pursuant to
12 article 167 of the education law to practice applied behavior analysis
13 in this state. In addition to engaging in such profession or
14 professions, a professional service limited liability company may engage
15 in any other business or activities as to which a limited liability
16 company may be formed under section two hundred one of this chapter.
17 Notwithstanding any other provision of this section, a professional
18 service limited liability company (i) authorized to practice law may
19 only engage in another profession or business or activities or (ii)
20 which is engaged in a profession or other business or activities other
21 than law may only engage in the practice of law, to the extent not
22 prohibited by any other law of this state or any rule adopted by the
23 appropriate appellate division of the supreme court or the court of
24 appeals.
25 § 22. Subdivision (b) of section 1207 of the limited liability company
26 law, as amended by chapter 554 of the laws of 2013, is amended to read
27 as follows:
28 (b) With respect to a professional service limited liability company
29 formed to provide medical services as such services are defined in arti-
30 cle 131 of the education law, each member of such limited liability
31 company must be licensed pursuant to article 131 of the education law to
32 practice medicine in this state. With respect to a professional service
33 limited liability company formed to provide dental services as such
34 services are defined in article 133 of the education law, each member of
35 such limited liability company must be licensed pursuant to article 133
36 of the education law to practice dentistry in this state. With respect
37 to a professional service limited liability company formed to provide
38 veterinary services as such services are defined in article 135 of the
39 education law, each member of such limited liability company must be
40 licensed pursuant to article 135 of the education law to practice veter-
41 inary medicine in this state. With respect to a professional service
42 limited liability company formed to provide professional engineering,
43 land surveying, architectural [and/or], landscape architectural and/or
44 geological services as such services are defined in article 145, article
45 147 and article 148 of the education law, each member of such limited
46 liability company must be licensed pursuant to article 145, article 147
47 and/or article 148 of the education law to practice one or more of such
48 professions in this state. With respect to a professional service limit-
49 ed liability company formed to provide licensed clinical social work
50 services as such services are defined in article 154 of the education
51 law, each member of such limited liability company shall be licensed
52 pursuant to article 154 of the education law to practice licensed clin-
53 ical social work in this state. With respect to a professional service
54 limited liability company formed to provide creative arts therapy
55 services as such services are defined in article 163 of the education
56 law, each member of such limited liability company must be licensed
A. 4753--D 12
1 pursuant to article 163 of the education law to practice creative arts
2 therapy in this state. With respect to a professional service limited
3 liability company formed to provide marriage and family therapy services
4 as such services are defined in article 163 of the education law, each
5 member of such limited liability company must be licensed pursuant to
6 article 163 of the education law to practice marriage and family therapy
7 in this state. With respect to a professional service limited liability
8 company formed to provide mental health counseling services as such
9 services are defined in article 163 of the education law, each member of
10 such limited liability company must be licensed pursuant to article 163
11 of the education law to practice mental health counseling in this state.
12 With respect to a professional service limited liability company formed
13 to provide psychoanalysis services as such services are defined in arti-
14 cle 163 of the education law, each member of such limited liability
15 company must be licensed pursuant to article 163 of the education law to
16 practice psychoanalysis in this state. With respect to a professional
17 service limited liability company formed to provide applied behavior
18 analysis services as such services are defined in article 167 of the
19 education law, each member of such limited liability company must be
20 licensed or certified pursuant to article 167 of the education law to
21 practice applied behavior analysis in this state.
22 § 23. Subdivisions (a) and (f) of section 1301 of the limited liabil-
23 ity company law, subdivision (a) as amended by chapter 554 of the laws
24 of 2013 and subdivision (f) as amended by chapter 170 of the laws of
25 1996, are amended to read as follows:
26 (a) "Foreign professional service limited liability company" means a
27 professional service limited liability company, whether or not denomi-
28 nated as such, organized under the laws of a jurisdiction other than
29 this state, (i) each of whose members and managers, if any, is a profes-
30 sional authorized by law to render a professional service within this
31 state and who is or has been engaged in the practice of such profession
32 in such professional service limited liability company or a predecessor
33 entity, or will engage in the practice of such profession in the profes-
34 sional service limited liability company within thirty days of the date
35 such professional becomes a member, or each of whose members and manag-
36 ers, if any, is a professional at least one of such members is author-
37 ized by law to render a professional service within this state and who
38 is or has been engaged in the practice of such profession in such
39 professional service limited liability company or a predecessor entity,
40 or will engage in the practice of such profession in the professional
41 service limited liability company within thirty days of the date such
42 professional becomes a member, or (ii) authorized by, or holding a
43 license, certificate, registration or permit issued by the licensing
44 authority pursuant to, the education law to render a professional
45 service within this state; except that all members and managers, if any,
46 of a foreign professional service limited liability company that
47 provides health services in this state shall be licensed in this state.
48 With respect to a foreign professional service limited liability company
49 which provides veterinary services as such services are defined in arti-
50 cle 135 of the education law, each member of such foreign professional
51 service limited liability company shall be licensed pursuant to article
52 135 of the education law to practice veterinary medicine. With respect
53 to a foreign professional service limited liability company which
54 provides medical services as such services are defined in article 131 of
55 the education law, each member of such foreign professional service
56 limited liability company must be licensed pursuant to article 131 of
A. 4753--D 13
1 the education law to practice medicine in this state. With respect to a
2 foreign professional service limited liability company which provides
3 dental services as such services are defined in article 133 of the
4 education law, each member of such foreign professional service limited
5 liability company must be licensed pursuant to article 133 of the educa-
6 tion law to practice dentistry in this state. With respect to a foreign
7 professional service limited liability company which provides profes-
8 sional engineering, land surveying, geologic, architectural and/or land-
9 scape architectural services as such services are defined in article
10 145, article 147 and article 148 of the education law, each member of
11 such foreign professional service limited liability company must be
12 licensed pursuant to article 145, article 147 and/or article 148 of the
13 education law to practice one or more of such professions in this state.
14 With respect to a foreign professional service limited liability company
15 which provides licensed clinical social work services as such services
16 are defined in article 154 of the education law, each member of such
17 foreign professional service limited liability company shall be licensed
18 pursuant to article 154 of the education law to practice clinical social
19 work in this state. With respect to a foreign professional service
20 limited liability company which provides creative arts therapy services
21 as such services are defined in article 163 of the education law, each
22 member of such foreign professional service limited liability company
23 must be licensed pursuant to article 163 of the education law to prac-
24 tice creative arts therapy in this state. With respect to a foreign
25 professional service limited liability company which provides marriage
26 and family therapy services as such services are defined in article 163
27 of the education law, each member of such foreign professional service
28 limited liability company must be licensed pursuant to article 163 of
29 the education law to practice marriage and family therapy in this state.
30 With respect to a foreign professional service limited liability company
31 which provides mental health counseling services as such services are
32 defined in article 163 of the education law, each member of such foreign
33 professional service limited liability company must be licensed pursuant
34 to article 163 of the education law to practice mental health counseling
35 in this state. With respect to a foreign professional service limited
36 liability company which provides psychoanalysis services as such
37 services are defined in article 163 of the education law, each member of
38 such foreign professional service limited liability company must be
39 licensed pursuant to article 163 of the education law to practice
40 psychoanalysis in this state. With respect to a foreign professional
41 service limited liability company which provides applied behavior analy-
42 sis services as such services are defined in article 167 of the educa-
43 tion law, each member of such foreign professional service limited
44 liability company must be licensed or certified pursuant to article 167
45 of the education law to practice applied behavior analysis in this
46 state.
47 (f) "Professional partnership" means (1) a partnership without limited
48 partners each of whose partners is a professional authorized by law to
49 render a professional service within this state, (2) a partnership with-
50 out limited partners each of whose partners is a professional, at least
51 one of whom is authorized by law to render a professional service within
52 this state or (3) a partnership without limited partners authorized by,
53 or holding a license, certificate, registration or permit issued by the
54 licensing authority pursuant to the education law to render a profes-
55 sional service within this state; except that all partners of a profes-
56 sional partnership that provides medical services in this state must be
A. 4753--D 14
1 licensed pursuant to article 131 of the education law to practice medi-
2 cine in this state and all partners of a professional partnership that
3 provides dental services in this state must be licensed pursuant to
4 article 133 of the education law to practice dentistry in this state;
5 except that all partners of a professional partnership that provides
6 veterinary services in this state must be licensed pursuant to article
7 135 of the education law to practice veterinary medicine in this state;
8 and further except that all partners of a professional partnership that
9 provides professional engineering, land surveying, geologic, architec-
10 tural, and/or landscape architectural services in this state must be
11 licensed pursuant to article 145, article 147 and/or article 148 of the
12 education law to practice one or more of such professions.
13 § 24. Subdivision (b) of section 1302 of the limited liability company
14 law is amended to read as follows:
15 (b) Each final plan and report made or issued by a foreign profes-
16 sional service limited liability company practicing professional engi-
17 neering, geology, architecture, landscape architecture or land surveying
18 shall bear the name and seal of one or more professional engineers,
19 professional geologists, architects, landscape architects, or land
20 surveyors, respectively, who are in responsible charge of such plan or
21 report.
22 § 25. The ninth and fourteenth undesignated paragraphs of section 2 of
23 the partnership law, the ninth undesignated paragraph as amended by
24 chapter 643 of the laws of 1995 and the fourteenth undesignated para-
25 graph as added by chapter 576 of the laws of 1994, are amended to read
26 as follows:
27 "Foreign limited liability partnership" means (i) any partnership
28 without limited partners operating under an agreement governed by the
29 laws of any jurisdiction, other than this state, each of whose partners
30 is a professional authorized by law to render a professional service
31 within this state and who is or has been engaged in the practice of such
32 profession in such partnership or a predecessor entity, or will engage
33 in the practice of such profession in the foreign limited liability
34 partnership within thirty days of the date of the effectiveness of the
35 notice provided for in subdivision (a) of section 121-1502 of this chap-
36 ter or each of whose partners is a professional, at least one of whom is
37 authorized by law to render a professional service within this state and
38 who is or has been engaged in the practice of such profession in such
39 partnership or a predecessor entity, or will engage in the practice of
40 such profession in the foreign limited liability partnership within
41 thirty days of the date of the effectiveness of the notice provided for
42 in subdivision (a) of section 121-1502 of this chapter, (ii) any part-
43 nership without limited partners operating under an agreement governed
44 by the laws of any jurisdiction, other than this state, authorized by,
45 or holding a license, certificate, registration or permit issued by the
46 licensing authority pursuant to, the education law to render a profes-
47 sional service within this state, which renders or intends to render
48 professional services within this state and which is denominated as a
49 registered limited liability partnership or limited liability partner-
50 ship under such laws, regardless of any difference between such laws and
51 the laws of this state, or (iii) a foreign related limited liability
52 partnership; except that all partners of a foreign limited liability
53 partnership that provides health, professional engineering, land survey-
54 ing, geologic, architectural and/or landscape architectural services in
55 this state shall be licensed in this state.
A. 4753--D 15
1 "Professional partnership" means (1) a partnership without limited
2 partners each of whose partners is a professional authorized by law to
3 render a professional service within this state, (2) a partnership with-
4 out limited partners each of whose partners is a professional, at least
5 one of whom is authorized by law to render a professional service within
6 this state or (3) a partnership without limited partners authorized by,
7 or holding a license, certificate, registration or permit issued by the
8 licensing authority pursuant to the education law to render a profes-
9 sional service within this state; except that all partners of a profes-
10 sional partnership that provides medical services in this state must be
11 licensed pursuant to article 131 of the education law to practice medi-
12 cine in this state and all partners of a professional partnership that
13 provides dental services in this state must be licensed pursuant to
14 article 133 of the education law to practice dentistry in this state;
15 and further except that all partners of a professional partnership that
16 provides professional engineering, land surveying, geologic, architec-
17 tural and/or landscape architectural services in this state must be
18 licensed pursuant to article 145, article 147 and/or article 148 of the
19 education law to practice one or more of such professions in this state.
20 § 26. Subdivision (q) of section 121-1500 of the partnership law, as
21 amended by chapter 554 of the laws of 2013, is amended to read as
22 follows:
23 (q) Each partner of a registered limited liability partnership formed
24 to provide medical services in this state must be licensed pursuant to
25 article 131 of the education law to practice medicine in this state and
26 each partner of a registered limited liability partnership formed to
27 provide dental services in this state must be licensed pursuant to arti-
28 cle 133 of the education law to practice dentistry in this state. Each
29 partner of a registered limited liability partnership formed to provide
30 veterinary services in this state must be licensed pursuant to article
31 135 of the education law to practice veterinary medicine in this state.
32 Each partner of a registered limited liability partnership formed to
33 provide professional engineering, land surveying, geological services,
34 architectural and/or landscape architectural services in this state must
35 be licensed pursuant to article 145, article 147 and/or article 148 of
36 the education law to practice one or more of such professions in this
37 state. Each partner of a registered limited liability partnership formed
38 to provide licensed clinical social work services in this state must be
39 licensed pursuant to article 154 of the education law to practice clin-
40 ical social work in this state. Each partner of a registered limited
41 liability partnership formed to provide creative arts therapy services
42 in this state must be licensed pursuant to article 163 of the education
43 law to practice creative arts therapy in this state. Each partner of a
44 registered limited liability partnership formed to provide marriage and
45 family therapy services in this state must be licensed pursuant to arti-
46 cle 163 of the education law to practice marriage and family therapy in
47 this state. Each partner of a registered limited liability partnership
48 formed to provide mental health counseling services in this state must
49 be licensed pursuant to article 163 of the education law to practice
50 mental health counseling in this state. Each partner of a registered
51 limited liability partnership formed to provide psychoanalysis services
52 in this state must be licensed pursuant to article 163 of the education
53 law to practice psychoanalysis in this state. Each partner of a regis-
54 tered limited liability partnership formed to provide applied behavior
55 analysis service in this state must be licensed or certified pursuant to
A. 4753--D 16
1 article 167 of the education law to practice applied behavior analysis
2 in this state.
3 § 27. Subdivision (q) of section 121-1502 of the partnership law, as
4 amended by chapter 554 of the laws of 2013, is amended to read as
5 follows:
6 (q) Each partner of a foreign limited liability partnership which
7 provides medical services in this state must be licensed pursuant to
8 article 131 of the education law to practice medicine in the state and
9 each partner of a foreign limited liability partnership which provides
10 dental services in the state must be licensed pursuant to article 133 of
11 the education law to practice dentistry in this state. Each partner of a
12 foreign limited liability partnership which provides veterinary service
13 in the state shall be licensed pursuant to article 135 of the education
14 law to practice veterinary medicine in this state. Each partner of a
15 foreign limited liability partnership which provides professional engi-
16 neering, land surveying, geological services, architectural and/or land-
17 scape architectural services in this state must be licensed pursuant to
18 article 145, article 147 and/or article 148 of the education law to
19 practice one or more of such professions. Each partner of a foreign
20 limited liability partnership which provides licensed clinical social
21 work services in this state must be licensed pursuant to article 154 of
22 the education law to practice licensed clinical social work in this
23 state. Each partner of a foreign limited liability partnership which
24 provides creative arts therapy services in this state must be licensed
25 pursuant to article 163 of the education law to practice creative arts
26 therapy in this state. Each partner of a foreign limited liability part-
27 nership which provides marriage and family therapy services in this
28 state must be licensed pursuant to article 163 of the education law to
29 practice marriage and family therapy in this state. Each partner of a
30 foreign limited liability partnership which provides mental health coun-
31 seling services in this state must be licensed pursuant to article 163
32 of the education law to practice mental health counseling in this state.
33 Each partner of a foreign limited liability partnership which provides
34 psychoanalysis services in this state must be licensed pursuant to arti-
35 cle 163 of the education law to practice psychoanalysis in this state.
36 Each partner of a foreign limited liability partnership which provides
37 applied behavior analysis services in this state must be licensed or
38 certified pursuant to article 167 of the education law to practice
39 applied behavior analysis in this state.
40 § 28. This act shall take effect two years after the date on which it
41 shall have become a law.
