N.Y. Bus. Corp. Law § 1503

§ 1503. Organization.\n * (a) Notwithstanding any other provision of law, one or more\nindividuals duly authorized by law to render the same professional\nservice within the state may organize, or cause to be organized, a\nprofessional service corporation for pecuniary profit under this article\nfor the purpose of rendering the same professional service, except that\none or more individuals duly authorized by law to practice professional\nengineering, architecture, landscape architecture or land surveying\nwithin the state may organize, or cause to be organized, a professional\nservice corporation or a design professional service corporation for\npecuniary profit under this article for the purpose of rendering such\nprofessional services as such individuals are authorized to practice.\n * NB Effective until November 21, 2016\n * (a) Notwithstanding any other provision of law, one or more\nindividuals duly authorized by law to render the same professional\nservice within the state may organize, or cause to be organized, a\nprofessional service corporation for pecuniary profit under this article\nfor the purpose of rendering the same professional service, except that\none or more individuals duly authorized by law to practice professional\nengineering, architecture, landscape architecture, land surveying or\ngeology within the state may organize, or cause to be organized, a\nprofessional service corporation or a design professional service\ncorporation for pecuniary profit under this article for the purpose of\nrendering such professional services as such individuals are authorized\nto practice.\n * NB Effective November 21, 2016\n (b) The certificate of incorporation of a professional service\ncorporation shall meet the requirements of this chapter and (i) shall\nstate the profession or professions to be practiced by such corporation\nand the names and residence addresses of all individuals who are to be\nthe original shareholders, directors and officers of such corporation,\nand (ii) shall have attached thereto a certificate or certificates\nissued by the licensing authority certifying that each of the proposed\nshareholders, directors and officers is authorized by law to practice a\nprofession which the corporation is being organized to practice and, if\napplicable, that one or more of such individuals is authorized to\npractice each profession which the corporation will be authorized to\npractice.\n (b-1) The certificate of incorporation of a design professional\nservice corporation shall meet the requirements of this chapter,\nprovided that shareholders may include employee stock ownership plans\n(ESOPs) and employees of the corporation not licensed as design\nprofessionals, and provided further however that:\n (i) greater than seventy-five percent of the outstanding shares of\nstock of the corporation are owned by design professionals,\n (ii) an ESOP, either in part or in its entirety, shall not constitute\npart of the greater than seventy-five percent owned by design\nprofessionals,\n (iii) greater than seventy-five percent of the directors are design\nprofessionals,\n (iv) greater than seventy-five percent of the officers are design\nprofessionals,\n (v) the president, the chairperson of the board of directors and the\nchief executive officer or officers are design professionals, and\n (vi) the single largest shareholder is either a design professional or\nan ESOP with greater than seventy-five percent of the plan's voting\ntrustees being design professionals and greater than seventy-five\npercent of the plan's committee members being design professionals.\n (b-2) The certificate of incorporation of a design professional\nservice corporation shall:\n (i) state the profession or professions to be practiced by such\ncorporation,\n (ii) state the names and residence addresses of all individuals or\nESOPs who are to be the original shareholders, directors and officers of\nsuch corporation,\n (iii) indicate the profession or professions of each original\nshareholder, director and officer who is a design professional,\n (iv) state the ownership interest of each original shareholder, and\n (v) indicate the names of the original officers and directors who are\nthe president, the chairperson of the board of directors and the chief\nexecutive officer or officers.\n (b-3) The certificate of incorporation of a design professional\nservice corporation shall have attached thereto a certificate or\ncertificates issued by the licensing authority certifying that each of\nthe proposed shareholders, directors and officers who is listed as a\ndesign professional is authorized by law to practice a profession which\nthe corporation is being organized to practice and, if applicable, that\none or more of such individuals is authorized to practice each\nprofession which the corporation will be authorized to practice. The\nattached certificate or certificates shall also certify that the\npresident, the chairperson of the board of directors and the chief\nexecutive officer or officers are authorized by law to practice a\nprofession which the corporation is being organized to practice.\n (b-4) The certificate of incorporation of a design professional\nservice corporation shall also have attached thereto a certificate or\ncertificates issued by the licensing authority certifying that each of\nthe shareholders, officers, directors and owners have been deemed to\nhave been of good moral character as may be established by the\nregulations of the commissioner of education.\n (b-5) * On or after January first, two thousand twelve, the state\neducation department and the department of state shall allow an existing\nprofessional service corporation organized under this article and\npracticing professional engineering, architecture, landscape\narchitecture, or land surveying, or practicing any combination of such\nprofessions to become a design professional service corporation as\ndefined in this article, provided the professional service corporation\nmeets all of the requirements to become a design professional service\ncorporation, including that its name shall end with the words "design\nprofessional corporation" or the abbreviation "D.P.C.", by amending its\ncertificate of incorporation so that it contains the following\nstatements:\n * NB Effective until November 21, 2016\n * On or after January first, two thousand twelve, the state education\ndepartment and the department of state shall allow an existing\nprofessional service corporation organized under this article and\npracticing professional engineering, architecture, landscape\narchitecture, geology or land surveying, or practicing any combination\nof such professions to become a design professional service corporation\nas defined in this article, provided the professional service\ncorporation meets all of the requirements to become a design\nprofessional service corporation, including that its name shall end with\nthe words "design professional corporation" or the abbreviation\n"D.P.C.", by amending its certificate of incorporation so that it\ncontains the following statements:\n * NB Effective November 21, 2016\n (1) the names and residence addresses of all individuals or ESOPs who\nwill be the shareholders, directors and officers of the original design\nprofessional service corporation; and\n (2) the profession or professions of each shareholder, director and\nofficer who is a design professional of the original design professional\nservice corporation; and\n (3) the ownership interest of each shareholder of the original design\nprofessional service corporation; and\n (4) the names of the officers and directors who will be the president,\nthe chairperson of the board of directors and the chief executive\nofficer or officers of the original design professional service\ncorporation.\n (i) The certificate of amendment shall have attached thereto a\ncertificate or certificates issued by the licensing authority certifying\nthat each of the proposed shareholders, directors and officers who is\nlisted as a design professional is authorized by law to practice a\nprofession which the corporation is organized to practice and, if\napplicable, that one or more of such individuals is authorized to\npractice each profession which the corporation will be authorized to\npractice. The attached certificate or certificates shall also certify\nthat the proposed president, the chairperson of the board of directors\nand the chief executive officer or officers are authorized by law to\npractice a profession which the corporation is organized to practice.\n (ii) The certificate of amendment shall also have attached thereto a\ncertificate or certificates issued by the licensing authority certifying\nthat each of the proposed shareholders, officers, directors and owners\nlisted have been deemed to have been of good moral character as may be\nestablished by the regulations of the commissioner of education.\n (iii) The certificate of amendment shall also have attached thereto:\n(A) a tax clearance issued by the department of taxation and finance\ncertifying that the existing professional service corporation is current\nwith respect to payment of its state tax liabilities and (B) a\ncertificate of good standing from the state education department\ncertifying that the existing professional service corporation is\nauthorized to provide professional services without restriction.\n (c) A certified copy of the certificate of incorporation and of each\namendment thereto shall be filed by the corporation with the licensing\nauthority within thirty days after the filing of such certificate or\namendment with the department of state.\n (d) A professional service corporation, including a design\nprofessional service corporation, other than a corporation authorized to\npractice law, shall be under the supervision of the regents of the\nuniversity of the state of New York and be subject to disciplinary\nproceedings and penalties, and its certificate of incorporation shall be\nsubject to suspension, revocation or annulment for cause, in the same\nmanner and to the same extent as is provided with respect to individuals\nand their licenses, certificates, and registrations in title eight of\nthe education law relating to the applicable profession. Notwithstanding\nthe provisions of this paragraph, a professional service corporation\nauthorized to practice medicine shall be subject to the prehearing\nprocedures and hearing procedures as is provided with respect to\nindividual physicians and their licenses in title II-A of article two of\nthe public health law.\n (e) A corporation authorized to practice law shall be subject to the\nregulation and control of, and its certificate of incorporation shall be\nsubject to suspension, revocation or annulment for cause by, the\nappellate division of the supreme court and the court of appeals in the\nsame manner and to the same extent provided in the judiciary law with\nrespect to individual attorneys and counselors-at-law. Such corporation\nneed not qualify for any certification under section four hundred\nsixty-four of the judiciary law, take an oath of office under section\nfour hundred sixty-six of such law or register under section four\nhundred sixty-seven of such law.\n (f) The order of suspension, revocation or annulment of the\ncertificate of incorporation of a professional service corporation\npursuant to paragraphs (d) and (e) of this section shall be effective\nupon the filing of such order with the department of state.\n (g) The practices of creative arts therapy, marriage and family\ntherapy, mental health counseling, and psychoanalysis shall not be\ndeemed the same professional service for the purpose of paragraph (a) of\nthis section, notwithstanding that such practices are all licensed under\narticle one hundred sixty-three of the education law.\n