New York State Assembly

 
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A10251 Summary:

A10251 Actions:

A10251 Committee Votes:

Committee:CORPORATIONS, AUTHORITIES AND COMMISSIONS   Chair:Brennan      
DATE:06/01/2016AYE/NAY:22/0  Action: Favorable refer to committee Codes        
Brennan
Excused
Corwin
Aye
Nolan
Aye
Lopez
Aye
Cook
Excused
Montesano
Aye
Galef
Aye
Blankenbush
Aye
Kavanagh
Aye
Friend
Aye
Russell
Aye
Malliotakis
Aye
Rodriguez
Aye
Palmesano
Aye
Abinanti
Aye
Quart
Aye
Goldfeder
Aye
Otis
Aye
Rozic
Aye
Kim
Excused
Buchwald
Aye
Moya
Aye
Seawright
Aye
Dilan
Aye
Simotas
Aye
Richardson
Excused

Committee:CODES   Chair:Lentol      
DATE:06/06/2016AYE/NAY:21/0  Action: Favorable refer to committee Rules        
Lentol
Aye
Graf
Aye
Schimminger
Aye
Giglio
Aye
Weinstein
Aye
McKevitt
Aye
Hevesi
Aye
Montesano
Aye
Wright
Absent
Ra
Aye
Pretlow
Aye
Tenney
Aye
Cook
Aye
Cymbrowitz
Aye
Titus
Aye
O'Donnell
Aye
Lavine
Aye
Perry
Aye
Zebrowski
Aye
Abinanti
Aye
Weprin
Aye
Mosley
Aye

Committee:RULES   Chair:Heastie      
DATE:06/08/2016AYE/NAY:29/0  Action: Favorable         
Heastie
Aye
Kolb
Aye
Gottfried
Aye
Tedisco
Aye
Lentol
Aye
Oaks
Aye
Farrell
Aye
Butler
Aye
Gantt
Aye
Crouch
Aye
Nolan
Excused
Finch
Aye
Weinstein
Aye
Barclay
Aye
Hooper
Aye
Raia
Aye
Ortiz
Aye
Duprey
Aye
Pretlow
Aye
Cook
Aye
Glick
Aye
Morelle
Aye
Aubry
Aye
Englebright
Aye
Wright
Aye
Dinowitz
Aye
Colton
Aye
Magnarelli
Aye
Perry
Aye
Markey
Aye

A10251 Floor Votes:

A10251 Text:

 
                STATE OF NEW YORK
        ________________________________________________________________________
 
                                          10251
 
                   IN ASSEMBLY
 
                                      May 18, 2016
                                       ___________
 
        Introduced  by  M.  of  A.  ENGLEBRIGHT -- read once and referred to the
          Committee on Corporations, Authorities and Commissions
 
        AN ACT to amend the business corporation law and the  limited  liability
          company  law,  in  relation to the incorporation of certain businesses
          for the purpose of practicing professional geology; and to amend chap-
          ter 475 of the laws of 2014 amending the education law,  the  business
          corporation law and other laws relating to providing for the licensing
          of the profession of geology, in relation to the effectiveness thereof
 
          The  People of the State of New York, represented in Senate and Assem-
        bly, do enact as follows:
 
     1    Section 1. Section 1503 of the business corporation law is amended  by
     2  adding two new paragraphs (b-6) and (b-7) to read as follows:
     3    (b-6)  (1) Prior to the first day of March, two thousand eighteen, the
     4  state education department and the department of state  shall  allow  an
     5  existing business corporation organized under article four of this chap-
     6  ter  to become a professional corporation as defined in this article for
     7  the purpose  of  practicing  professional  geology,  provided  that  the
     8  surviving  corporation  meet all of the requirements to become a profes-
     9  sional corporation, including that the name  of  a  professional  corpo-
    10  ration shall end with the words "professional corporation" or the abbre-
    11  viation  "P.C."  by amending its certificate of incorporation so that it
    12  contains the following:
    13    (i) the names and residence addresses of all individuals who  will  be
    14  the  original  shareholders,  directors and officers of the professional
    15  service corporation;
    16    (ii) a statement that the professional service corporation  is  formed
    17  pursuant to this section; and
    18    (iii) a statement that the amendment shall not effect a dissolution of
    19  the  corporation,  but  shall  be deemed a continuation of its corporate
    20  existence, without  affecting  its  then  existing  property  rights  or
    21  liabilities  or  the liabilities of its members or officers as such, but
    22  thereafter it shall have only such rights, powers and privileges, and be
    23  subject only to such other duties  and  liabilities,  as  a  corporation
    24  created for the same purposes under this article.
 
         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.
                                                                   LBD15273-01-6
        A. 10251                            2
 
     1    (2) The certificate of amendment shall have attached thereto a certif-
     2  icate  or certificates issued by the licensing authority certifying that
     3  each of the proposed shareholders, directors and officers listed:
     4    (i)  is  authorized  by  law to practice a profession which the corpo-
     5  ration is organized to practice and, if applicable, that one or more  of
     6  such  individuals  is  authorized  to practice each profession which the
     7  corporation will be authorized to practice; and
     8    (ii) has been deemed to be of good moral character as  may  be  estab-
     9  lished by the regulations of the commissioner of education.
    10    (3)  The  certificate  of amendment shall also have attached thereto a
    11  tax clearance issued by the department of taxation and finance  certify-
    12  ing  that  the  existing business corporation is current with respect to
    13  payment of its state tax liabilities.
    14    (4) Notwithstanding any provision of law to the contrary,  any  corpo-
    15  ration  formed  under  this section shall be required to comply with all
    16  applicable laws, rules, or regulations relating to  the  practice  of  a
    17  profession under title eight of the education law.
    18    (b-7)  (1) Prior to the first day of March, two thousand eighteen, the
    19  state education department and the department of state  shall  allow  an
    20  existing business corporation organized under article four of this chap-
    21  ter  to  become  a design professional service corporation as defined in
    22  this  article  for  the  purpose  of  practicing  professional  geology,
    23  provided  that the surviving corporation meet all of the requirements to
    24  become a design professional service  corporation,  including  that  the
    25  name  shall end with the words "design professional service corporation"
    26  or the abbreviation "D.P.C." by amending  its  certificate  of  incorpo-
    27  ration so that it contains the following:
    28    (i)  the names and residence addresses of all individuals or ESOPs who
    29  will be the original shareholders, directors and officers of the profes-
    30  sional service corporation;
    31    (ii) a statement that the design professional service  corporation  is
    32  formed pursuant to this section;
    33    (iii)  the  profession or profession of each shareholder, director and
    34  officer who is a design professional of the original design professional
    35  service corporation;
    36    (iv) the names of the officers and directors who will  be  the  presi-
    37  dent,  the chairperson of the board of directors and the chief executive
    38  officer or officers of the original design professional  service  corpo-
    39  ration;
    40    (v)  the ownership interest of each shareholder of the original design
    41  professional service corporation; and
    42    (vi) a statement that the amendment shall not effect a dissolution  of
    43  the  corporation,  but  shall  be deemed a continuation of its corporate
    44  existence, without  affecting  its  then  existing  property  rights  or
    45  liabilities  or  the liabilities of its members or officers as such, but
    46  thereafter it shall have only such rights, powers and privileges, and be
    47  subject only to such other duties  and  liabilities,  as  a  corporation
    48  created for the same purposes under this article.
    49    (2) The certificate of amendment shall have attached thereto a certif-
    50  icate  or certificates issued by the licensing authority certifying that
    51  each of the proposed shareholders, directors and officers listed:
    52    (i) is authorized by law to practice a  profession  which  the  corpo-
    53  ration  is organized to practice and, if applicable, that one or more of
    54  such individuals is authorized to practice  each  profession  which  the
    55  corporation will be authorized to practice; and
        A. 10251                            3
 
     1    (ii)  has  been  deemed to be of good moral character as may be estab-
     2  lished by the regulations of the commissioner of education.
     3    (3)  The  certificate  of amendment shall also have attached thereto a
     4  tax clearance issued by the department of taxation and finance  certify-
     5  ing  that  the  existing business corporation is current with respect to
     6  payment of its state tax liabilities.
     7    (4) Notwithstanding any provision of law to the contrary,  any  corpo-
     8  ration  formed  under  this section shall be required to comply with all
     9  applicable laws, rules, or regulations relating to  the  practice  of  a
    10  profession under title eight of the education law.
    11    §  2.  The  limited  liability  company law is amended by adding a new
    12  section 1105 to read as follows:
    13    § 1105. Limited liability geology company.  (a) Prior to the first day
    14  of March, two thousand eighteen, the state education department and  the
    15  department  of  state  shall allow an existing limited liability company
    16  organized under article two of this chapter  to  become  a  professional
    17  service  limited  liability company as defined in article twelve of this
    18  chapter for the purpose of practicing professional geology, provided the
    19  limited liability company meet all  of  the  requirements  to  become  a
    20  professional  service limited liability company, including that the name
    21  of a professional service limited liability company shall end  with  the
    22  words  "Professional  Limited  Liability  Company" or "Limited Liability
    23  Company", or the abbreviations "P.L.L.C.", "PLLC", "L.L.C.", or "LLC" by
    24  amending its articles of organization so that it contains the following:
    25    (1) the names and residence addresses of all individuals who are to be
    26  the original members and the original managers, if any;
    27    (2) a statement that the professional  limited  liability  company  is
    28  formed pursuant to section twelve hundred three of the limited liability
    29  company law; and
    30    (3)  a  statement that the amendment shall not effect a dissolution of
    31  the limited liability company, but shall be deemed a continuation of its
    32  existence, without  affecting  its  then  existing  property  rights  or
    33  liabilities  or  the liabilities of its members or officers as such, but
    34  thereafter it shall have only such rights, powers and privileges, and be
    35  subject only to such other duties and  liabilities,  as  a  professional
    36  service  limited  liability  company created for the same purposes under
    37  this article.
    38    (b) The certificate of amendment shall have attached thereto a certif-
    39  icate or certificates issued by the licensing authority certifying  that
    40  each of the proposed members and managers listed:
    41    (1)  is  authorized  by law to practice a profession which the profes-
    42  sional service limited liability company is organized to  practice  and,
    43  if  applicable,  that  one  or more of such individuals is authorized to
    44  practice each profession which the professional service limited  liabil-
    45  ity company will be authorized to practice; and
    46    (2)  has  been  deemed  to be of good moral character as may be estab-
    47  lished by the regulations of the commissioner of education.
    48    (c) The certificate of amendment shall also have  attached  thereto  a
    49  tax  clearance issued by the department of taxation and finance certify-
    50  ing that the existing limited liability company is current with  respect
    51  to payment of its state tax liabilities.
    52    (d)  Notwithstanding any provision of law to the contrary, any company
    53  formed under this section shall be required to comply with all  applica-
    54  ble laws, rules, or regulations relating to the practice of a profession
    55  under title eight of the education law.
        A. 10251                            4
 
     1    § 3. Section 28 of chapter 475 of the laws of 2014 amending the educa-
     2  tion  law,  the  business  corporation  law  and  other laws relating to
     3  providing for the licensing of the profession of geology, as amended  by
     4  chapter 9 of the laws of 2015, is amended to read as follows:
     5    §  28. This act shall take effect two years after the date on which it
     6  shall have become a law; provided however that:
     7    a. the authority of the commissioner to promulgate regulations and the
     8  board of regents to appoint board members, and  take  any  other  action
     9  necessary  for  the  implementation  of this act shall take effect imme-
    10  diately; and
    11    b. provided further that section ten of this act and section 7204-b of
    12  the education law as added by section  three  of  this  act  shall  take
    13  effect March 1, 2018.
    14    §  4.  This act shall take effect immediately; provided, however, that
    15  sections one and two of this act shall take effect on the same date  and
    16  in the same manner as chapter 475 of the laws of 2014 takes effect.