senate Bill S7378A

Allows a professional service corporation, in good standing, to convert to a design professional service corporation if it meets all stated requirements

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Bill Status


  • Introduced
  • In Committee
  • On Floor Calendar
    • Passed Senate
    • Passed Assembly
  • Delivered to Governor
  • Signed/Vetoed by Governor
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actions

  • 02 / May / 2012
    • REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS
  • 17 / May / 2012
    • AMEND AND RECOMMIT TO CORPORATIONS, AUTHORITIES AND COMMISSIONS
  • 17 / May / 2012
    • PRINT NUMBER 7378A
  • 30 / May / 2012
    • 1ST REPORT CAL.946
  • 31 / May / 2012
    • 2ND REPORT CAL.
  • 04 / Jun / 2012
    • ADVANCED TO THIRD READING
  • 11 / Jun / 2012
    • SUBSTITUTED BY A10281

Summary

Allows a professional service corporation, in good standing, to convert to a design professional service corporation if it meets all stated requirements to become a design professional service corporation.

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Bill Details

See Assembly Version of this Bill:
A10281
Versions:
S7378
S7378A
Legislative Cycle:
2011-2012
Law Section:
Business Corporation Law
Laws Affected:
Amd ยง1503, BC L

Votes

6
0
6
Aye
0
Nay
0
aye with reservations
0
absent
0
excused
0
abstained
show Corporations, Authorities and Commissions committee vote details

Sponsor Memo

BILL NUMBER:S7378A

TITLE OF BILL:
An act
to amend the business corporation law, in relation to design
professional service corporations

PURPOSE:
To clarify the law regarding design professional services corporations
by allowing professional corporations (P.C.'s) to convert to design
professional service corporations (D.P.C's) without having to create
a separate corporation while converting from the original corporation.

SUMMARY OF PROVISIONS:
Section 1503 of the business corporation law is amended by adding a
new paragraph (b-5) to allow an existing professional service
corporation to convert to a design professional service corporation.

JUSTIFICATION:
Chapter 550 of the Laws of 2011 created a new type of professional
corporation-a design professional service corporation or D.P.C. Under
this new law, design firms are given the option of offering an
ownership interest in the corporation to non-licensed employees
through an Employee Stock Ownership Olan (ESOP). However, it has
become unclear whether or not professional corporations wishing to
offer this ESOP can easily transition to D.P.C's without the need to
reincorporate as a new entity. This amendment will clarify the
conversion process for professional corporations by allowing
corporations in good standing to simply convert to D.P.C's.

LEGISLATIVE HISTORY:
New legislation.

FISCAL IMPLICATIONS:
None to the State.

EFFECTIVE DATE:
Immediately.

view bill text
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 7378--A

                            I N  S E N A T E

                               May 2, 2012
                               ___________

Introduced  by  Sen. LAVALLE -- read twice and ordered printed, and when
  printed to be committed to the Committee on Corporations,  Authorities
  and   Commissions  --  committee  discharged,  bill  amended,  ordered
  reprinted as amended and recommitted to said committee

AN ACT to amend the business corporation  law,  in  relation  to  design
  professional service corporations

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. Section 1503 of the business corporation law is amended  by
adding a new paragraph (b-5) to read as follows:
  (B-5) ON OR AFTER JANUARY FIRST, TWO THOUSAND TWELVE, THE STATE EDUCA-
TION  DEPARTMENT  AND  THE  DEPARTMENT  OF STATE SHALL ALLOW AN EXISTING
PROFESSIONAL SERVICE CORPORATION IN GOOD STANDING TO CONVERT TO A DESIGN
PROFESSIONAL SERVICE CORPORATION AS DEFINED IN  THIS  ARTICLE,  PROVIDED
THE  DESIGN  PROFESSIONAL  SERVICE CORPORATION MEETS ALL OF THE REQUIRE-
MENTS TO BECOME A DESIGN  PROFESSIONAL  SERVICE  CORPORATION,  INCLUDING
THAT ITS NAME SHALL END WITH THE WORDS "DESIGN PROFESSIONAL CORPORATION"
OR THE ABBREVIATION "D.P.C.".
  S 2. This act shall take effect immediately.






 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD15709-02-2

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