Corporate Entities for Professional Practice

Section III
Domestic Professional Service Corporations (PC)

Section 1503 of the Business Corporation Law states that a certificate or certificates issued by the licensing authority certifying that each of the proposed shareholders, directors, and officers is licensed and currently registered to practice the profession which the corporation is being organized to practice must be attached to the Certificate of Incorporation of every professional service corporation. If the corporation is one of those authorized to practice more than one profession (i.e., a corporation practicing the design professions), the Certificate must certify that at least one individual is licensed and registered to practice each profession the corporation will practice.

Section 6507 of Title 8 of New York State Education Law³ authorizes the New York State Education Department to issue Certificates of Authority to qualified professional service corporations being organized under Section 1503 of the Business Corporation Law. These Certificates certify that the individuals organizing the professional service corporation have met the requirement that they be licensed and currently registered to practice in their respective professions.

1. Obtaining a Certificate of Authority
   
   A Certificate of Authority will be issued upon receipt of the appropriate fee and a Certificate of Incorporation meeting the rules and regulations of the New York State Education Department. All sections of the Certificate of Incorporation (additional information regarding the certificate of incorporation is available from the Department of State at www.dos.state.ny.us/corp/buscorp.html#certinc) must be completed according to the following requirements:
   
   
   1. The Certificate of Incorporation must specify a corporate name which meets 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. Such corporate name shall end with the words "Professional Corporation" or the abbreviation "PC"
         
         
      5. For the profession of medicine, licensed physicians may only use the initials "M.D." after their name if they have earned that specific academic degree.
         
         Under current statutes (Subdivision 4 of Section 224 of Education Law) use of the designation M.D. (Doctor of Medicine) is limited to those individuals who have received that academic degree from an accredited medical school, whether or not they elect to pursue licensure in this State as a physician. Physician is the licensed title, and Article 131 of the Education Law permits the Department to grant a license as a physician to any individual who, among other criteria, presents evidence of a medical education equivalent to that which would be earned in a registered or approved medical school. This includes graduates with the M.D. degree, those who receive a Doctor of Osteopathy degree, and those who receive a differently titled degree in another country. All may qualify as licensed physicians in New York, but none is permitted, solely on the basis of licensure, to use the designation M.D. after his or her name; it is, rather, the fact of having earned it as an academic degree that permits use of the M.D. designation. Provision is made in the Education Law (Section 6529) for physicians who meet certain criteria to petition the Board of Regents for conferral of the M.D. degree. For further information on this issue, please contact the Professional Corporations Unit at:

         New York State Education Department
         Division of Professional Licensing Services
         Professional Corporations Unit
         89 Washington Avenue
         Albany, NY 12234-1000
         Phone: 518-474-3817 ext. 400
         Fax: 518-473-5515
         E-mail: opcorp@mail.nysed.gov

   2. Furnish the professional license number for each licensed member/manager.
      
      
2. Filing A Certified Copy of Certificate of Incorporation.
   
   Within thirty days after the filing of the Certificate of Incorporation with the Department of State, a certified copy of the Certificate and of each amendment thereto must be filed by the corporation along with the required filing fee (see Section X, "State Education Department Fees") with the Professional Corporations Unit of the State Education Department.
   
   
3. 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.