Bill Text: NY S02898 | 2013-2014 | General Assembly | Introduced
Bill Title: 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.
Spectrum: Partisan Bill (Republican 1-0)
Status: (Introduced - Dead) 2013-02-27 - SUBSTITUTED BY A1052 [S02898 Detail]
Download: New_York-2013-S02898-Introduced.html
S T A T E O F N E W Y O R K ________________________________________________________________________ 2898 2013-2014 Regular Sessions I N S E N A T E 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 [S 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 S 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 S 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 S 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 S 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.