How a general business corporation offering Geology becomes a Design Professional Corporation offering Geology

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Effective November 21, 2016 and prior to the March 1, 2018 the NYS State Education Department and the NYS Department of State shall allow an existing business corporation organized under Article 4 of the Business Corporation Law to become a Design Professional Service Corporation as defined in Section 1503 of the Business Corporation Law for the purpose of practicing professional geology.  The surviving corporation must meet all of the requirements to become a Design Professional Service Corporation.

Section 1503(b-7)(4) of the Business Corporation Law specifically states:

(4)  Notwithstanding any provision of law to the contrary, any corporation formed under this section shall be required to comply with all applicable laws, rules, or regulations relating to the practice of a profession under title eight of the education law.

Effective January 1, 2012, Section 1503 of the Business Corporation Law was amended to permit the incorporation of design professional service corporations (engineering, architecture, landscape architecture, land surveying, and geology (effective November 21, 2016) or any combination thereof) first organized on or after January 1, 2012, in which non-professionals may own less than 25 percent of the shares and may constitute less than 25 percent of director and officer positions. The shareholders of a design professional corporation may include employee stock ownership plans (ESOP) and employees of the corporation who are not licensed as design professionals, provided that:

  • Greater than 75% of the outstanding shares of stock of the corporation are owned by design professionals;
  • An ESOP, either in part or in its entirety, may not constitute part of the greater than 75% owned by design professionals;
  • Greater than 75% of the directors are and were design professionals;
  • Greater than 75% of the of the officers are and were design professionals;
  • The president, the chairperson of the board of directors and the chief executive officer or officers are and were design professionals; and
  • The single largest shareholder is and was either a design professional or an ESOP with greater than 75% of the plan’s voting trustees being design professionals and greater than 75% of the plan’s committee member’s being design professionals.

Section 1503 of the Business Corporation Law also states that a certificate or certificates issued by the New York State Education Department must be attached to the Certificate of Amendment.
The Certificate of AmendmentPDF is available on the Department of State websiteExternal Link.   

  1. The existing business corporation submits to the New York State Education Department (NYSED), Office of the Professions (OP), Corporation Unit (the licensing authority):

    • a Moral Character Attestation PDF of each Unlicensed Shareholder, Officer, or Director.

      AND

    • a Certificate of AmendmentPDF of the certificate of incorporation which must include the following:

      1. The name of the proposed P.C.:

        The corporate name must meet the requirements of Business Corporation Law Section 1512 and the requirements of Part 29 of the Rules of the Board of Regents and Part 59 of the Regulations of the Commissioner of Education as follows:

        1. The proposed name of the corporation appropriately describes the profession or professions practiced and the services to be provided and is not false, fraudulent, deceptive or misleading.

        2. If the proposed name of the corporation includes a reference to a specialized area of professional practice, satisfactory evidence must be submitted substantiating the authority to use such specialty designation.

        3. The name of a professional service corporation may not contain the name of a deceased person unless:

          • such person's name was part of the corporate name at the time of such person's death; or
          • such person's name was part of the name of an existing partnership and at least two-thirds of such partnership's partners become shareholders of the corporation.

          Such exceptions must be documented by an affidavit signed by an official of the professional corporation and such other documentation as may be required by the Department.

        4. The name of a professional corporation shall end with the words "Design Professional Service Corporation" or the abbreviation "D.P.C."

      2. The profession or professions to be practiced by such corporation;

      3. The names and residence addresses of all individuals or ESOPs who will be the original shareholders, directors and officers of the professional service corporation;

      4. The profession or profession of each shareholder, director and officer who is a design professional of the original design professional service corporation;

      5. A statement that the design professional service corporation is formed pursuant to this section;

      6. The names of the officers and directors who will be the president, the chairperson of the board  of directors and the chief executive officer or officers of the original  design  professional service corporation;

      7. The ownership interest of each shareholder of the original design professional service corporation; and

      8. A statement that the amendment shall not effect a dissolution of the corporation, but shall be deemed a continuation of its corporate existence, without affecting its then existing property rights or liabilities or the liabilities of its members or officers as such, but thereafter it shall have only such rights, powers and privileges, and be subject only to such other duties and liabilities, as a corporation created for the same purposes under this article.

  2. NYSED issues a certificate of authority for the proposed D.P.C., which will include a certificate of good moral character for the shareholders, officers, and directors and will certify that each of the proposed shareholders, directors and officers is authorized by law to practice a profession which the corporation is being organized to practice and, if applicable, that  one  or  more  of  such  individuals is authorized to practice each profession which the corporation will be authorized to practice.  It will also certify that  the president, the chairperson of the board of directors, and the chief executive officer or officers are authorized by law to practice a profession which the corporation is being organized to practice.

    NYSED will also issue an application and instructions for a Certificate of Authorization which is required by Section 7210 of New York State Education Law for those D.P.C.s offering Professional Engineering, Geology, and/or Land Surveying.

  3. The proposed D.P.C. files the Certificate of Authority, the proposed certificate of amendment, and the Tax Clearance document 1 with the Department of State.

  4. Within thirty days of filing with the Department of State, the D.P.C. submits a certified copy of the D.O.S. filing and a $20 filing fee to NYSED.

    The D.P.C. must also submit the application and fee for a Certificate of Authorization at this time.

  5. Upon receipt of this certified copy andapplication and fee for a Certificate of Authorization the NYSED Corporation Unit posts the information on the Office of the Professions website and prints a Certificate of Authorization which will be mailed to the PC address. 

Furnishing a Triennial Statement

Each design professional service corporation must, on a date set by the New York State Education Department, furnish a statement and pay a statement fee to the Department. The statement must list the names and residence addresses of each shareholder, director, and officer of such corporation and certify as the date of certification and at all times over the entire three year period that:

  1. Greater than 75% of the outstanding shares of stock of the corporation are and were owned by design professionals;
  2. Greater than 75% of the directors are and were design professionals;
  3. Greater than 75% of the of the officers are and were design professionals;
  4. The president, the chairperson of the board of directors and the chief executive officer or officers are and were design professionals; and
  5. The single largest shareholder is and was either a design professional or an ESOP with greater than 75% of the plan’s voting trustees being design professionals and greater than 75% of the plan’s committee member’s being design professionals.

The statement must be signed by the president or any design professional vice-president and attested to by the secretary or an assistant secretary of the corporation.

Triennial statement forms are routinely mailed by the Division of Professional Licensing Services for completion by the professional corporation. It is the corporation’s responsibility to maintain a current address with the Division of Professional Licensing Services and to return these completed statements along with the required fee in a timely manner.

To see a "checklist" of requirements for filing a Design Professional Corporation offering Geology, click here.

1Please be aware that a Tax Clearance document issued by the Department of Taxation and Finance certifying that the existing business corporation is current with respect to payment of its state tax liabilities will need to be obtained by the corporation.  You can obtain this document by contacting the NYS Department of Taxation and Finance Call Center at (518) 485-6027. This document will need to be submitted to the Department of State along with the Certificate of Authority and the Certificate of Good Standing issued by the New York State Education Department.

Last Updated: January 30, 2017