How a general business corporation offering Geology becomes a 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 1 of the Business Corporation Law to become a professional 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 professional corporation.

Section 1503(b-6)(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.

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 certificate of amendment 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 "professional corporation" or the abbreviation "P.C."

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

    3. The names and residence addresses of all individuals who will be the shareholders, directors and officers of the proposed P.C.;

    4. The profession or professions of each shareholder, director and officer who is a professional of the proposed P.C.;

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

    6. 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 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.

    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 P.C.s offering Professional Engineering, Geology, and/or Land Surveying.

  3. The proposed P.C. files the Certificate of Authority, the proposed certificate of amendment, and the Tax Clearance document2 with the Department of State.

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

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

  5. Upon receipt of this certified copy and application 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 domestic 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 listing the name and residence address of each shareholder, director and officer of such corporation and certifying that all such individuals are licensed and registered in this State in the profession which such corporation is authorized to practice. 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. Triennial statements are routinely mailed by the Division of Professional Licensing Services for completion by the professional corporation. It is the corporation's responsibility to return these completed statements along with the required fee in a timely manner.

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

1 An existing foreign business corporation offering Geology cannot amend to become a Foreign Professional Business Corporation offering Geology because it is not organized under article four of the Business Corporation Law. If the foreign business corporation qualifies to do business in New York as a Foreign Professional Business Corporation it will have to surrender its authority to conduct business in New York State and then apply for authority to do business under Section 1530 of the Business Corporation Law. Instructions for this process can be found here www.op.nysed.gov/corp/pcorpforeign.htm

2 Please 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