Relates to design professional service corporations; authorizes certain existing professional service corporations to become a design professional service corporation where such corporation meets requirements and amends its certificate of incorporation.
STATE OF NEW YORK
________________________________________________________________________
2898
2013-2014 Regular Sessions
IN SENATE
January 24, 2013
___________
Introduced by Sen. LAVALLE -- read twice and ordered printed, and when
printed to be committed to the Committee on Corporations, Authorities
and Commissions
AN ACT to amend the business corporation law, in relation 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. Section 1501 of the business corporation law, as amended by
2 chapter 550 of the laws of 2011, is amended to read as follows:
3 [§ 1501. Definitions.
4 As used in this article, unless the context otherwise requires, the
5 term: (a) "licensing authority" means the regents of the university of
6 the state of New York or the state education department, as the case may
7 be, in the case of all professions licensed under title eight of the
8 education law, and the appropriate appellate division of the supreme
9 court in the case of the profession of law.
10 (b) "Profession" includes any practice as an attorney and counselor-
11 at-law, or as a licensed physician, and those occupations designated in
12 title eight of the education law.
13 (c) "Professional service" means any type of service to the public
14 which may be lawfully rendered by a member of a profession within the
15 purview of his profession.
16 (d) "Professional service corporation" means a corporation organized
17 under this article.
18 (e) "Design professional service corporation" means a corporation
19 organized under this article practicing professional engineering, archi-
20 tecture, landscape architecture, or land surveying, or practicing any
21 combination of such professions, first organized on or after January
22 first, two thousand twelve. The provisions of this article applicable to
23 professional service corporations shall apply to design professional
24 service corporations except to the extent that any provision is either
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[] is old law to be omitted.
LBD04914-01-3
S. 2898 2
1 inconsistent with a provision expressly applying to design professional
2 service corporations or not relevant thereto.
3 (f) "Design professional" means an individual licensed and registered
4 pursuant to title eight of the education law to practice professional
5 engineering, architecture, landscape architecture or land surveying.
6 (g) "Employee stock ownership plan" (ESOP) means a defined contrib-
7 ution plan established pursuant to Section 4975(e)(7) of the Internal
8 Revenue Code.
9 (h) "Officer" does not include the secretary or an assistant secretary
10 of a corporation having only one shareholder.]
11 § 2. Section 1501 of the business corporation law, as amended by chap-
12 ter 564 of the laws of 2011, is amended to read as follows:
13 § 1501. Definitions.
14 As used in this article, unless the context otherwise requires, the
15 term: (a) "licensing authority" means the regents of the university of
16 the state of New York or the state education department, as the case may
17 be, in the case of all professions licensed under title eight of the
18 education law, and the appropriate appellate division of the supreme
19 court in the case of the profession of law.
20 (b) "Profession" includes any practice as an attorney and counselor-
21 at-law, or as a licensed physician, and those occupations designated in
22 title eight of the education law.
23 (c) "Professional service" means any type of service to the public
24 which may be lawfully rendered by a member of a profession within the
25 purview of his or her profession.
26 (d) "Professional service corporation" means a corporation organized
27 under this article.
28 (e) "Officer" does not include the secretary or an assistant secretary
29 of a corporation having only one shareholder.
30 (f) "Other business entity" means any person other than a natural
31 person, general partnership or a domestic or foreign business corpo-
32 ration, and includes a professional service limited liability company
33 formed pursuant to the provisions of the New York limited liability
34 company law.
35 (g) "Design professional service corporation" means a corporation
36 organized under this article practicing professional engineering, archi-
37 tecture, landscape architecture, or land surveying, or practicing any
38 combination of such professions. The provisions of this article applica-
39 ble to professional service corporations shall apply to design profes-
40 sional service corporations except to the extent that any provision is
41 either inconsistent with a provision expressly applying to design
42 professional service corporations or not relevant thereto.
43 (h) "Design professional" means an individual licensed and registered
44 pursuant to title eight of the education law to practice professional
45 engineering, architecture, landscape architecture or land surveying.
46 (i) "Employee stock ownership plan" (ESOP) means a defined contrib-
47 ution plan established pursuant to Section 4975(e)(7) of the Internal
48 Revenue Code.
49 § 3. Paragraph (b-5) of section 1503 of the business corporation law,
50 as added by chapter 467 of the laws of 2012, is amended to read as
51 follows:
52 (b-5) On or after January first, two thousand twelve, the state educa-
53 tion department and the department of state shall allow an existing
54 professional service corporation [in good standing] organized under this
55 article and practicing professional engineering, architecture, landscape
56 architecture, or land surveying, or practicing any combination of such
S. 2898 3
1 professions to [convert to] become a design professional service corpo-
2 ration as defined in this article, provided the [design] professional
3 service corporation meets all of the requirements to become a design
4 professional service corporation, including that its name shall end with
5 the words "design professional corporation" or the abbreviation
6 "D.P.C.", by amending its certificate of incorporation so that it
7 contains the following statements:
8 (1) the names and residence addresses of all individuals or ESOPs who
9 will be the shareholders, directors and officers of the original design
10 professional service corporation; and
11 (2) the profession or professions of each shareholder, director and
12 officer who is a design professional of the original design professional
13 service corporation; and
14 (3) the ownership interest of each shareholder of the original design
15 professional service corporation; and
16 (4) the names of the officers and directors who will be the president,
17 the chairperson of the board of directors and the chief executive offi-
18 cer or officers of the original design professional service corporation.
19 (i) The certificate of amendment shall have attached thereto a certif-
20 icate or certificates issued by the licensing authority certifying that
21 each of the proposed shareholders, directors and officers who is listed
22 as a design professional is authorized by law to practice a profession
23 which the corporation is organized to practice and, if applicable, that
24 one or more of such individuals is authorized to practice each profes-
25 sion which the corporation will be authorized to practice. The attached
26 certificate or certificates shall also certify that the proposed presi-
27 dent, the chairperson of the board of directors and the chief executive
28 officer or officers are authorized by law to practice a profession which
29 the corporation is organized to practice.
30 (ii) The certificate of amendment shall also have attached thereto a
31 certificate or certificates issued by the licensing authority certifying
32 that each of the proposed shareholders, officers, directors and owners
33 listed have been deemed to have been of good moral character as may be
34 established by the regulations of the commissioner of education.
35 (iii) The certificate of amendment shall also have attached thereto:
36 (A) a tax clearance issued by the department of taxation and finance
37 certifying that the existing professional service corporation is current
38 with respect to payment of its state tax liabilities and (B) a certif-
39 icate of good standing from the state education department certifying
40 that the existing professional service corporation is authorized to
41 provide professional services without restriction.
42 § 4. This act shall take effect immediately and shall be deemed to
43 have been in full force and effect on and after October 3, 2012.
