Notifying the State Education Department of Changes in Business Entities
The public may search and obtain information regarding professional business entities by name on this Web site. Therefore, all professional business entities must notify the Professional Corporations Unit of the State Education Department of all changes in professional business entities to ensure the most accurate information is available to the Department and the public.
Domestic and foreign corporations are required by Section 202(b) of the Business Corporation Law to conduct their activities under their true legal name in New York State unless it does not comply with the requirements of Section 130 of the General Business Law. In cases where the true legal name does not comply with the General Business Law, you may need to establish an assumed name in New York. If you file an assumed name with either the Department of State or with a County Clerk(s) Office, that name must also satisfy Part 29 of the Rules of the Board of Regents and Part 59 of the Regulations of the Commissioner of Education as follows:
- 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.
- 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.
- The name of the company may not contain the name of a deceased
- such person's name was part of the company name at the time of such person's death; or
- such person's name was part of an existing partnership and at least two-thirds of such partnership's partners become members of the company.
If you use an assumed name which does not satisfy these conditions you may be subject to professional discipline.
If at any time you choose to dissolve your professional corporation, you must file a Certificate of Dissolution with the Department of State and provide the New York State Education Department, Professional Corporations Unit with a certified copy of that filing along with a $20.00 filing fee, if required. (Additional information regarding the Certificate of Dissolution is available from the Department of State at www.dos.state.ny.us/corp/buscorps.html#dissolve .)