Section IV
Foreign Professional Service Corporations (PC)

  1. New York Licensure Requirements

    Section 1530(b)(2) of the Business Corporation Law provides that a Certificate or Certificates issued by the licensing authority be attached to the Application for Authority. This Certificate will affirm that each individual within the corporation intending to practice the profession or professions in this State is licensed and currently registered to practice said profession or professions in this State.

    Section 1530(b)(3) provides that in the case of foreign professional service corporations providing health services (see Section I, "Professions Under Jurisdiction of the State Education Department" for a list of health services professions), that each shareholder, officer and director of the foreign professional service corporation must be licensed to practice said profession(s) in New York State and the original jurisdiction.

  2. Documentation to be Filed with the New York State Education Department

    A Certificate of Authority will be issued upon receipt of the appropriate fee and the requirements enumerated below. Each applicant must submit:
    1. a completed Application for Authority pursuant to Section 1530 of the Business Corporation Law (additional information regarding the Application for Authority is available from the Department of State at www.dos.ny.gov/forms/corporations/1627-f-l.pdf External Link Icon);

    2. a copy of the Certificate of Incorporation and any Certificates of Amendment filed in the original jurisdiction and verification of the purpose of the entity in the original jurisdiction;

    3. an affidavit, signed by the president of the corporation, listing all of the current shareholders, officers and directors of the corporation. In addition, each individual within the corporation intending to practice the profession or professions in this State is licensed to practice said profession or professions in this State. A New York state License number must be provided for each such individuals; and

    4. satisfactory evidence of licensure in the original jurisdiction for each shareholder, officer and director of the corporation. This may be verification of licensure from the licensing authority in the original jurisdiction or a copy of a current license or registration certificate. In addition, each individual within the corporation intending to practice the profession or professions in this State is licensed to practice said profession or professions in this State.

      Health services foreign professional service corporations must also present satisfactory evidence of licensure in New York State for each of the shareholders, officers, and directors, as well as the original jurisdiction.

    Generally, the corporate name to be used in New York State shall be exactly as in the original jurisdiction with the addition of PC or Professional Corporation. The exception to this general rule is if this name would not be consistent with New York State rules and regulations. Specifically, if the name includes a reference to a specialized area of professional practice, satisfactory evidence must be submitted substantiating the authority to use such specialty designation.

    Foreign professional service corporation names used in New York State must also satisfy all other conditions that are required of corporations originally formed in New York State (see Section III "Domestic Professional Service Corporations (PC)"). If the name of the corporation in the original jurisdiction does not reference the profession to be practiced, a Certificate of Assumed Name must also be filed along with the application to the New York State Education Department. (Additional information regarding the Certificate of Assumed Name is available from the Department of State at www.dos.state.ny.us/corp/buscorp.html#assume External Link Icon.)

    Please be aware that listing your business address in the paragraph which designates the Secretary of State as agent of the professional corporation upon whom process against it may be served, may help to assure that you receive all future correspondence from our department in a timely manner. In addition, please be aware that business addresses will be available to the public.

  3. Annual Statement

    On or before July 1 of each year, every foreign professional service corporation shall furnish a statement and required statement fee (see Section XI, "State Education Department Fees") to the State Education Department listing the name and residence address of each shareholder, director, officer and corporate employee licensed by New York State and certifying that all individuals intending to practice the profession which such foreign professional service corporation is authorized to practice in this State, are licensed and currently registered to practice said profession in New York State. In the case of foreign professional service corporations providing health services, such statement shall also certify that each shareholder, officer and director of the corporation is licensed to practice in this State including a current registration of any New York State license. The statement must be signed by the president or any vice-president of the corporation and attested to by the secretary or any assistant secretary of the corporation.

    A copy of any amendment or changes filed to the Certificate of Incorporation, or changes regarding the shareholders, officers and directors in the original jurisdiction, as well as any changes to the individuals who are practicing in New York State, should be reported to the State Education Department within 30 days.

    Annual statements are routinely mailed to properly formed foreign professional service corporations by the State Education Department. It is the corporation's responsibility to return these completed statements and the required fee in a timely manner.

To download a "checklist" of requirements for filing a Foreign NYS Professional Corporation, click here.
Last Updated: April 7, 2014