Bill Text: NY S07552 | 2015-2016 | General Assembly | Introduced
Bill Title: Relates to the incorporation of certain businesses for the purpose of practicing professional geology.
Spectrum: Partisan Bill (Republican 1-0)
Status: (Introduced - Dead) 2016-06-15 - SUBSTITUTED BY A10251 [S07552 Detail]
Download: New_York-2015-S07552-Introduced.html
STATE OF NEW YORK ________________________________________________________________________ 7552 IN SENATE May 9, 2016 ___________ Introduced by Sen. MARCELLINO -- read twice and ordered printed, and when printed to be committed to the Committee on Corporations, Author- ities 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 EXPLANATION--Matter in italics (underscored) is new; matter in brackets [] is old law to be omitted. LBD15273-01-6S. 7552 2 1 subject only to such other duties and liabilities, as a corporation 2 created for the same purposes under this article. 3 (2) The certificate of amendment shall have attached thereto a certif- 4 icate or certificates issued by the licensing authority certifying that 5 each of the proposed shareholders, directors and officers listed: 6 (i) is authorized by law to practice a profession which the corpo- 7 ration is organized to practice and, if applicable, that one or more of 8 such individuals is authorized to practice each profession which the 9 corporation will be authorized to practice; and 10 (ii) has been deemed to be of good moral character as may be estab- 11 lished by the regulations of the commissioner of education. 12 (3) The certificate of amendment shall also have attached thereto a 13 tax clearance issued by the department of taxation and finance certify- 14 ing that the existing business corporation is current with respect to 15 payment of its state tax liabilities. 16 (4) Notwithstanding any provision of law to the contrary, any corpo- 17 ration formed under this section shall be required to comply with all 18 applicable laws, rules, or regulations relating to the practice of a 19 profession under title eight of the education law. 20 (b-7) (1) Prior to the first day of March, two thousand eighteen, the 21 state education department and the department of state shall allow an 22 existing business corporation organized under article four of this chap- 23 ter to become a design professional service corporation as defined in 24 this article for the purpose of practicing professional geology, 25 provided that the surviving corporation meet all of the requirements to 26 become a design professional service corporation, including that the 27 name shall end with the words "design professional service corporation" 28 or the abbreviation "D.P.C." by amending its certificate of incorpo- 29 ration so that it contains the following: 30 (i) the names and residence addresses of all individuals or ESOPs who 31 will be the original shareholders, directors and officers of the profes- 32 sional service corporation; 33 (ii) a statement that the design professional service corporation is 34 formed pursuant to this section; 35 (iii) the profession or profession of each shareholder, director and 36 officer who is a design professional of the original design professional 37 service corporation; 38 (iv) the names of the officers and directors who will be the presi- 39 dent, the chairperson of the board of directors and the chief executive 40 officer or officers of the original design professional service corpo- 41 ration; 42 (v) the ownership interest of each shareholder of the original design 43 professional service corporation; and 44 (vi) a statement that the amendment shall not effect a dissolution of 45 the corporation, but shall be deemed a continuation of its corporate 46 existence, without affecting its then existing property rights or 47 liabilities or the liabilities of its members or officers as such, but 48 thereafter it shall have only such rights, powers and privileges, and be 49 subject only to such other duties and liabilities, as a corporation 50 created for the same purposes under this article. 51 (2) The certificate of amendment shall have attached thereto a certif- 52 icate or certificates issued by the licensing authority certifying that 53 each of the proposed shareholders, directors and officers listed: 54 (i) is authorized by law to practice a profession which the corpo- 55 ration is organized to practice and, if applicable, that one or more ofS. 7552 3 1 such individuals is authorized to practice each profession which the 2 corporation will be authorized to practice; and 3 (ii) has been deemed to be of good moral character as may be estab- 4 lished by the regulations of the commissioner of education. 5 (3) The certificate of amendment shall also have attached thereto a 6 tax clearance issued by the department of taxation and finance certify- 7 ing that the existing business corporation is current with respect to 8 payment of its state tax liabilities. 9 (4) Notwithstanding any provision of law to the contrary, any corpo- 10 ration formed under this section shall be required to comply with all 11 applicable laws, rules, or regulations relating to the practice of a 12 profession under title eight of the education law. 13 § 2. The limited liability company law is amended by adding a new 14 section 1105 to read as follows: 15 § 1105. Limited liability geology company. (a) Prior to the first day 16 of March, two thousand eighteen, the state education department and the 17 department of state shall allow an existing limited liability company 18 organized under article two of this chapter to become a professional 19 service limited liability company as defined in article twelve of this 20 chapter for the purpose of practicing professional geology, provided the 21 limited liability company meet all of the requirements to become a 22 professional service limited liability company, including that the name 23 of a professional service limited liability company shall end with the 24 words "Professional Limited Liability Company" or "Limited Liability 25 Company", or the abbreviations "P.L.L.C.", "PLLC", "L.L.C.", or "LLC" by 26 amending its articles of organization so that it contains the following: 27 (1) the names and residence addresses of all individuals who are to be 28 the original members and the original managers, if any; 29 (2) a statement that the professional limited liability company is 30 formed pursuant to section twelve hundred three of the limited liability 31 company law; and 32 (3) a statement that the amendment shall not effect a dissolution of 33 the limited liability company, but shall be deemed a continuation of its 34 existence, without affecting its then existing property rights or 35 liabilities or the liabilities of its members or officers as such, but 36 thereafter it shall have only such rights, powers and privileges, and be 37 subject only to such other duties and liabilities, as a professional 38 service limited liability company created for the same purposes under 39 this article. 40 (b) The certificate of amendment shall have attached thereto a certif- 41 icate or certificates issued by the licensing authority certifying that 42 each of the proposed members and managers listed: 43 (1) is authorized by law to practice a profession which the profes- 44 sional service limited liability company is organized to practice and, 45 if applicable, that one or more of such individuals is authorized to 46 practice each profession which the professional service limited liabil- 47 ity company will be authorized to practice; and 48 (2) has been deemed to be of good moral character as may be estab- 49 lished by the regulations of the commissioner of education. 50 (c) The certificate of amendment shall also have attached thereto a 51 tax clearance issued by the department of taxation and finance certify- 52 ing that the existing limited liability company is current with respect 53 to payment of its state tax liabilities. 54 (d) Notwithstanding any provision of law to the contrary, any company 55 formed under this section shall be required to comply with all applica-S. 7552 4 1 ble laws, rules, or regulations relating to the practice of a profession 2 under title eight of the education law. 3 § 3. Section 28 of chapter 475 of the laws of 2014 amending the educa- 4 tion law, the business corporation law and other laws relating to 5 providing for the licensing of the profession of geology, as amended by 6 chapter 9 of the laws of 2015, is amended to read as follows: 7 § 28. This act shall take effect two years after the date on which it 8 shall have become a law; provided however that: 9 a. the authority of the commissioner to promulgate regulations and the 10 board of regents to appoint board members, and take any other action 11 necessary for the implementation of this act shall take effect imme- 12 diately; and 13 b. provided further that section ten of this act and section 7204-b of 14 the education law as added by section three of this act shall take 15 effect March 1, 2018. 16 § 4. This act shall take effect immediately; provided, however, that 17 sections one and two of this act shall take effect on the same date and 18 in the same manner as chapter 475 of the laws of 2014 takes effect.
