A. 4319--B 2
S 3. The education law is amended by adding three new sections 7204-a,
7204-b and 7206-b to read as follows:
S 7204-A. DEFINITION OF THE PROFESSION OF GEOLOGY. GEOLOGY IS DEFINED
AS THE PERFORMANCE OF GEOLOGY INCLUDING, BUT NOT LIMITED TO, RESEARCH-
ING, INVESTIGATING, CONSULTING AND GEOLOGICAL MAPPING, DESCRIBING THE
NATURAL PROCESSES THAT ACT UPON THE EARTH'S MATERIALS, PREDICTING THE
PROBABLE OCCURRENCE OF NATURAL RESOURCES, PREDICTING AND LOCATING
NATURAL OR HUMAN-INDUCED PHENOMENA WHICH MAY BE USEFUL OR HAZARDOUS TO
HUMANKIND AND RECOGNIZING, DETERMINING AND EVALUATING GEOLOGICAL
FACTORS, AND THE INSPECTION AND PERFORMANCE OF GEOLOGICAL WORK AND THE
RESPONSIBLE SUPERVISION THEREOF IN FURTHERANCE OF THE HEALTH, SAFETY AND
WELFARE OF THE PUBLIC; PROVIDED, HOWEVER, THAT GEOLOGICAL MAPPING SHALL
NOT INCLUDE THE PRACTICE OF LAND SURVEYING AS DEFINED IN SECTION SEVEN-
TY-TWO HUNDRED THREE OF THIS ARTICLE.
S 7204-B. PRACTICE OF GEOLOGY AND THE USE OF TITLE "LICENSED PROFES-
SIONAL GEOLOGIST". ONLY A PERSON LICENSED OR OTHERWISE AUTHORIZED UNDER
THIS ARTICLE SHALL PRACTICE THE PROFESSION OF GEOLOGY OR USE THE TITLE
"LICENSED PROFESSIONAL GEOLOGIST".
S 7206-B. REQUIREMENTS FOR A LICENSE AS A LICENSED GEOLOGIST. 1. TO
QUALIFY FOR A LICENSE AS A LICENSED GEOLOGIST, AN APPLICANT SHALL
FULFILL THE FOLLOWING REQUIREMENTS:
(A) APPLICATION: FILE AN APPLICATION WITH THE DEPARTMENT;
(B) EDUCATION: HAVE RECEIVED AN EDUCATION, INCLUDING A BACHELOR'S OR
HIGHER DEGREE IN GEOLOGICAL SCIENCES, IN ACCORDANCE WITH THE COMMISSION-
ER'S REGULATIONS;
(C) EXPERIENCE: HAVE AT LEAST FIVE YEARS PRACTICAL EXPERIENCE SATIS-
FACTORY TO THE BOARD IN APPROPRIATE GEOLOGICAL WORK; UP TO ONE YEAR OF
EXPERIENCE MAY BE CREDITED FOR AN ADVANCED DEGREE (MASTERS, DOCTORATE OR
AN EQUIVALENT THEREOF) IN ACCORDANCE WITH THE COMMISSIONER'S REGU-
LATIONS;
(D) EXAMINATION: PASS AN EXAMINATION SATISFACTORY TO THE BOARD AND IN
ACCORDANCE WITH THE COMMISSIONER'S REGULATIONS;
(E) AGE: BE AT LEAST TWENTY-ONE YEARS OF AGE;
(F) CHARACTER: BE OF GOOD MORAL CHARACTER AS DETERMINED BY THE DEPART-
MENT; AND
(G) FEES: PAY A FEE OF TWO HUNDRED TWENTY DOLLARS TO THE DEPARTMENT
FOR ADMISSION TO A DEPARTMENT CONDUCTED EXAMINATION AND FOR AN INITIAL
LICENSE, AND A FEE OF TWO HUNDRED TEN DOLLARS FOR EACH TRIENNIAL REGIS-
TRATION PERIOD.
2. IN LIEU OF THE EDUCATION AND EXPERIENCE REQUIREMENTS SPECIFIED IN
PARAGRAPHS (B) AND (C) OF SUBDIVISION ONE OF THIS SECTION, TWELVE YEARS
OF PRACTICAL EXPERIENCE IN GEOLOGICAL WORK OF A GRADE AND CHARACTER
SATISFACTORY TO THE BOARD MAY BE ACCEPTED BY THE DEPARTMENT.
3. AN APPLICANT WHO APPLIES FOR LICENSURE WITHIN ONE YEAR AFTER THE
EFFECTIVE DATE OF THIS SECTION SHALL BE QUALIFIED FOR A LICENSE AS A
LICENSED GEOLOGIST WITHOUT A WRITTEN EXAMINATION IF THE APPLICANT HAS
SATISFIED THE REQUIREMENTS OF EDUCATION AND EXPERIENCE DESCRIBED IN
PARAGRAPHS (B) AND (C) OF SUBDIVISION ONE OR SUBDIVISION TWO OF THIS
SECTION NO LATER THAN ONE YEAR AFTER THE EFFECTIVE DATE OF THIS SECTION.
S 4. Section 7205 of the education law, as amended by chapter 521 of
the laws of 1998, is amended to read as follows:
S 7205. State board for engineering [and], land surveying AND GEOLOGY.
A state board for engineering [and], land surveying AND GEOLOGY shall be
appointed by the board of regents on recommendation of the commissioner
for the purpose of assisting the board of regents and the department on
matters of professional licensing and professional conduct in accordance
A. 4319--B 3
with section sixty-five hundred eight of this title. The board shall be
composed of not less than seven professional engineers [and], not less
than two land surveyors AND NOT LESS THAN TWO GEOLOGISTS licensed in
this state. An executive secretary to the board shall be appointed by
the board of regents on recommendation of the commissioner and shall be
a professional engineer [or], land surveyor OR GEOLOGIST licensed in
this state.
S 5. Subdivision 3 of section 7207 of the education law is renumbered
subdivision 4 and a new subdivision 3 is added to read as follows:
3. ON RECOMMENDATION OF THE BOARD, THE DEPARTMENT MAY ISSUE A LIMITED
PERMIT TO PRACTICE AS A LICENSED GEOLOGIST TO A GEOLOGIST NOT A RESIDENT
OF THIS STATE AND HAVING NO ESTABLISHED PLACE OF PRACTICE IN THIS STATE
WHO IS LEGALLY QUALIFIED TO PRACTICE AS SUCH IN HIS OR HER OWN COUNTRY
OR STATE WITH STANDARDS EQUIVALENT TO THOSE ENUMERATED IN THIS ARTICLE
AND WHO SUBMITS EVIDENCE SATISFACTORY TO THE BOARD ESTABLISHED AND
RECOGNIZED PROFESSIONAL STANDING IN HIS OR HER OWN COUNTRY OR STATE AND
WHO SUBMITS SATISFACTORY CERTIFICATION AS TO CHARACTER AND QUALIFICA-
TIONS FROM AT LEAST TWO LICENSED PROFESSIONAL GEOLOGISTS, ONE OF WHOM
SHALL BE A RESIDENT OF THIS STATE. SUCH LIMITED PERMIT SHALL BE ISSUED
SOLELY IN CONNECTION WITH THE SPECIFIC PROJECT FOR WHICH SUCH LIMITED
PERMIT IS GRANTED. THE FEE FOR EACH LIMITED PERMIT SHALL BE ONE HUNDRED
FIVE DOLLARS.
S 6. The section heading of section 7208 of the education law, as
added by chapter 987 of the laws of 1971, is amended to read as follows:
Exempt persons FOR THE PROFESSIONS OF ENGINEERING AND LAND SURVEYING.
S 7. The education law is amended by adding a new section 7208-a to
read as follows:
S 7208-A. EXEMPT PERSONS IN OR RELATED TO THE PROFESSION OF GEOLOGY.
NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO AFFECT OR PREVENT:
1. THE EMPLOYMENT AND SUPERVISION OF INTERNS AND OTHER PERSONS QUALI-
FIED BY EDUCATION OR EXPERIENCE BY LICENSED GEOLOGISTS AS ASSISTANTS IN
THE PERFORMANCE OF GEOLOGICAL SERVICES, OR AS CONSULTANTS OR EMPLOYEES
IN SPECIAL FIELDS RELATED TO BUT NOT UNIQUELY GEOLOGY, PROVIDED THAT THE
LICENSED GEOLOGIST EMPLOYING OR SUPERVISING SUCH PERSONS SHALL NOT BE
RELIEVED OF ANY RESPONSIBILITY WHATSOEVER BY DELEGATION TO SUCH PERSONS.
2. THE PRACTICE OF PROFESSIONAL ENGINEERING BY A PROFESSIONAL ENGINEER
LICENSED PURSUANT TO THIS ARTICLE TO PRACTICE ENGINEERING IN THIS STATE
OR AN ENTITY AUTHORIZED PURSUANT TO SECTION SEVENTY-TWO HUNDRED TEN OF
THIS ARTICLE TO PROVIDE ENGINEERING IN THIS STATE, INCLUDING THE INVES-
TIGATION, ACQUISITION, EVALUATION, AND INTERPRETATION OF THE PHYSICAL
AND CHEMICAL PROPERTIES OF THE SOIL, ROCK, GROUNDWATER, EARTH MATERIALS
AND DATA RELATED THERETO, AND THE PERFORMANCE OF ACTIVITIES AS SPECIFIED
IN SECTION SEVENTY-TWO HUNDRED FOUR-A OF THIS ARTICLE, PROVIDED THAT NO
SUCH PERSON SHALL USE THE DESIGNATION, OR HOLD HIMSELF OR HERSELF OUT AS
A "LICENSED PROFESSIONAL GEOLOGIST," UNLESS LICENSED AS SUCH IN THIS
STATE.
3. THE PRACTICE OF LAND SURVEYING BY ANY PERSON THAT IS LICENSED OR
OTHERWISE AUTHORIZED TO PRACTICE LAND SURVEYING IN THIS STATE, PROVIDED
THAT NO SUCH PERSON SHALL USE THE DESIGNATION OR HOLD HIMSELF OR HERSELF
OUT AS A "LICENSED PROFESSIONAL GEOLOGIST" UNLESS LICENSED AS SUCH IN
THIS STATE.
4. THE EXECUTION OF WORK BY CONTRACTORS OR BY OTHERS OF WORK PREPARED
BY A LICENSED GEOLOGIST, OR THE SUPERINTENDENCE OF SUCH WORK AS A SUPER-
INTENDENT, FOREMAN OR INSPECTOR.
5. THE PRACTICE OF THE PROFESSION OF GEOLOGY BY OFFICERS AND EMPLOY-
EES OF THIS STATE PRACTICING SOLELY AS OFFICERS AND EMPLOYEES; PROVIDED,
A. 4319--B 4
HOWEVER, THAT THIS EXEMPTION SHALL NOT APPLY TO OFFICERS AND EMPLOYEES
OF THE STATE OF NEW YORK WHO COMMENCE EMPLOYMENT OR THE PERFORMANCE OF
WORK RELATED ACTIVITIES AFTER THE EFFECTIVE DATE OF THIS SECTION.
6. THE EXECUTION OF GEOLOGICAL RESEARCH AND/OR TEACHING CONDUCTED AT
ACCREDITED EDUCATIONAL INSTITUTIONS AND NOT-FOR-PROFIT RESEARCH INSTI-
TUTIONS, CONDUCTED SOLELY THROUGH THOSE INSTITUTIONS.
7. WORK CUSTOMARILY PERFORMED BY PHYSICAL OR NATURAL SCIENTISTS
PROVIDED SUCH WORK DOES NOT INCLUDE GEOLOGICAL INVESTIGATIONS, BEING IN
RESPONSIBLE CHARGE OF GEOLOGICAL WORK, OR THE DRAWING OF GEOLOGICAL
CONCLUSIONS AND RECOMMENDATIONS.
8. WORK CUSTOMARILY PERFORMED BY WELL DRILLERS CERTIFIED PURSUANT TO
THE PROVISIONS OF THE ENVIRONMENTAL CONSERVATION LAW.
S 8. Subdivisions 1, 2 and 4 of section 7209 of the education law,
subdivisions 1 and 2 as added by chapter 987 of the laws of 1971, the
opening paragraph of subdivision 1 as amended by chapter 994 of the laws
of 1971 and subdivision 4 as amended by chapter 550 of the laws of 2011,
are amended to read as follows:
1. Every professional engineer [and every], land surveyor AND PROFES-
SIONAL GEOLOGIST shall have a seal, approved by the board, which shall
contain the name of the professional engineer and the words "Licensed
Professional Engineer" [or], the name of the land surveyor and the words
"Licensed Land Surveyor" OR THE NAME OF THE PROFESSIONAL GEOLOGIST AND
THE WORDS "LICENSED PROFESSIONAL GEOLOGIST", and such other words or
figures as the board may deem necessary. All plans, specifications,
plats and reports relating to the construction or alteration of build-
ings or structures, OR GEOLOGIC DRAWINGS AND REPORTS prepared by such
professional engineer [and], all plans, specifications, plats and
reports prepared by such land surveyor AND ALL GEOLOGIC DRAWINGS AND
REPORTS PREPARED BY SUCH PROFESSIONAL GEOLOGIST or by a full-time or
part-time subordinate under his OR HER supervision, shall be stamped
with such seal and shall also be signed, on the original with the
personal signature of such professional engineer [or], land surveyor OR
PROFESSIONAL GEOLOGIST when filed with public officials. No official of
this state, or of any city, county, town or village therein, charged
with the enforcement of laws, ordinances or regulations shall accept or
approve any plans [or], specifications, OR GEOLOGIC DRAWINGS OR REPORTS
that are not stamped:
a. With the seal of an architect or professional engineer or land
surveyor OR PROFESSIONAL GEOLOGIST licensed in this state and bearing
the authorized facsimile of the signature of such architect or profes-
sional engineer or land surveyor OR PROFESSIONAL GEOLOGIST, or
b. With the official seal and authorized facsimile of the signature of
a professional engineer or land surveyor OR PROFESSIONAL GEOLOGIST not a
resident of this state and having no established business in this state,
but who is legally qualified to practice as such in his OR HER own state
or country, provided that such person may lawfully practice as such in
this state, and provided further that the plans [or], specifications, OR
GEOLOGIC DRAWINGS OR REPORTS are accompanied by and have attached there-
to written authorization issued by the department certifying to such
right to practice at such time.
2. A. To all plans, specifications, plats and reports to which the
seal of a professional engineer or land surveyor has been applied, there
shall also be applied a stamp with appropriate wording warning that it
is a violation of this [law] ARTICLE for any person, unless he OR SHE is
acting under the direction of a licensed professional engineer or land
surveyor, to alter an item in any way. If an item bearing the seal of an
A. 4319--B 5
engineer or land surveyor is altered, the altering engineer or land
surveyor shall affix to the item his OR HER seal and the notation
"altered by" followed by his OR HER signature and the date of such
alteration, and a specific description of the alteration.
B. TO ALL GEOLOGIC DRAWINGS AND REPORTS TO WHICH THE SEAL OF A PROFES-
SIONAL GEOLOGIST OR PROFESSIONAL ENGINEER HAS BEEN APPLIED, THERE SHALL
ALSO BE APPLIED A STAMP WITH APPROPRIATE WORDING WARNING THAT IT IS A
VIOLATION OF THIS ARTICLE FOR ANY PERSON, UNLESS HE OR SHE IS ACTING
UNDER THE DIRECTION OF A LICENSED PROFESSIONAL GEOLOGIST OR PROFESSIONAL
ENGINEER, TO ALTER A DRAWING OR REPORT IN ANY WAY. IF AN ITEM BEARING
THE SEAL OF A LICENSED PROFESSIONAL GEOLOGIST OR PROFESSIONAL ENGINEER
IS ALTERED, THE ALTERING PARTY SHALL AFFIX TO THE ITEM HIS OR HER SEAL
AND THE NOTATION "ALTERED BY" FOLLOWED BY HIS OR HER SIGNATURE AND THE
DATE OF SUCH ALTERATION, AND A SPECIFIC DESCRIPTION OF THE ALTERATION.
4. Engineers, land surveyors, GEOLOGISTS, architects, and landscape
architects may join in the formation of a joint enterprise, or a part-
nership or a professional service corporation or a design professional
service corporation or may form any desired combination of such
professions and may use in the name of such corporation the title of any
of the professions which will be practiced. After the name of each
member his or her profession shall be indicated.
S 9. Subdivision 1 of section 7210 of the education law, as amended by
chapter 550 of the laws of 2011, is amended to read as follows:
1. Domestic or foreign professional service corporations, design
professional service corporations, professional service limited liabil-
ity companies, foreign professional service limited liability companies,
registered limited liability partnerships, New York registered foreign
limited liability partnerships, partnerships and joint enterprises spec-
ified in subdivision four of section seventy-two hundred nine of this
article, provided each of the foregoing entities is authorized to
provide professional engineering [or], land surveying OR PROFESSIONAL
GEOLOGY services and general business corporations authorized to provide
professional engineering [or], land surveying OR PROFESSIONAL GEOLOGY
services pursuant to subdivision six of section seventy-two hundred nine
of this article may offer to provide or provide professional engineering
[or], land surveying OR PROFESSIONAL GEOLOGY services only after obtain-
ing a certificate of authorization from the department. Except as other-
wise authorized by statute, rule or regulation, other business entities
are not authorized to offer or provide professional engineering [or],
land surveying OR PROFESSIONAL GEOLOGY services and may not obtain
certificates of authorization provided that nothing contained herein
shall prohibit an individual who is licensed to practice professional
engineering [or], land surveying OR PROFESSIONAL GEOLOGY under this
article from obtaining a certificate of authorization upon application
and payment of the appropriate fees provided for under this section.
S 10. Subdivision 2 of section 7307 of the education law, as amended
by chapter 550 of the laws of 2011, is amended to read as follows:
2. Engineers, land surveyors, GEOLOGISTS, architects and landscape
architects may join in the formation of a joint enterprise, or a part-
nership or a professional service corporation or a design professional
service corporation or may form any desired combination of such
professions and may use in the name of such corporation the title of any
of the professions which will be practiced. After the name of each
member his or her profession shall be indicated.
S 11. Subdivision 2 of section 7327 of the education law, as amended
by chapter 550 of the laws of 2011, is amended to read as follows:
A. 4319--B 6
2. Engineers, land surveyors, GEOLOGISTS, architects and landscape
architects may join in the formation of a joint enterprise, or a part-
nership or a professional service corporation or a design professional
service corporation or may form any desired combination of such
professions and may use in the name of such corporation the title of any
of the professions which will be practiced. After the name of each
member his or her profession shall be indicated.
S 12. Paragraphs (e) and (f) of section 1501 of the business corpo-
ration law, as added by chapter 550 of the laws of 2011, are amended and
a new paragraph (i) is added to read as follows:
(e) "Design professional service corporation" means a corporation
organized under this article practicing professional engineering, archi-
tecture, landscape architecture, GEOLOGY or land surveying, or practic-
ing any combination of such professions, first organized on or after
January first, two thousand twelve. The provisions of this article
applicable to professional service corporations shall apply to design
professional service corporations except to the extent that any
provision is either inconsistent with a provision expressly applying to
design professional service corporations or not relevant thereto.
(f) "Design professional" means an individual licensed and registered
pursuant to title eight of the education law to practice professional
engineering, architecture, landscape architecture, GEOLOGY or land
surveying.
(I) "OTHER BUSINESS ENTITY" MEANS ANY PERSON OTHER THAN A NATURAL
PERSON, GENERAL PARTNERSHIP OR A DOMESTIC OR FOREIGN BUSINESS CORPO-
RATION, AND INCLUDES A PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY
FORMED PURSUANT TO THE PROVISIONS OF THE NEW YORK LIMITED LIABILITY
COMPANY LAW.
S 13. Paragraph (a) of section 1503 of the business corporation law,
as amended by chapter 550 of the laws of 2011, is amended to read as
follows:
(a) Notwithstanding any other provision of law, one or more individ-
uals duly authorized by law to render the same professional service
within the state may organize, or cause to be organized, a professional
service corporation for pecuniary profit under this article for the
purpose of rendering the same professional service, except that one or
more individuals duly authorized by law to practice professional engi-
neering, architecture, landscape architecture [or], land surveying OR
GEOLOGY within the state may organize, or cause to be organized, a
professional service corporation or a design professional service corpo-
ration for pecuniary profit under this article for the purpose of
rendering such professional services as such individuals are authorized
to practice.
S 14. Paragraph (b) of section 1504 of the business corporation law,
as amended by chapter 550 of the laws of 2011, is amended to read as
follows:
(b) Each final plan and report made or issued by a corporation prac-
ticing one or more of the professions of professional engineering,
architecture, landscape architecture [or], land surveying OR GEOLOGY
shall bear the name and seal of one or more professional engineers,
architects, landscape architects, [or] land surveyors OR GEOLOGISTS,
respectively, who are in responsible charge of such plan or report.
S 15. Section 1516 of the business corporation law, as amended by
chapter 550 of the laws of 2011, is amended to read as follows:
S 1516. Corporate mergers, consolidations and other reorganizations.
A. 4319--B 7
(a) Notwithstanding any inconsistent provision of this article, and
subject to the limitations in paragraph (b) of this section, a profes-
sional service corporation, including a design professional service
corporation, pursuant to the provisions of article 9 of this chapter,
may be merged or consolidated with another corporation formed pursuant
to the provisions of this chapter, with a corporation authorized and
registered to practice the same profession pursuant to the applicable
provisions of subdivision six of section seventy-two hundred nine of the
education law (engineer [or], land surveyor OR GEOLOGIST), subdivision
four of section seventy-three hundred seven of the education law (archi-
tect) or subdivision four of section seventy-three hundred twenty-seven
of the education law (landscape architect) of articles one hundred
forty-five, one hundred forty-seven and one hundred forty-eight of the
education law, or with a foreign corporation, OR OTHER BUSINESS ENTITY
PRACTICING THE SAME PROFESSION OR PROFESSIONS IN THIS STATE OR THE STATE
OF FORMATION, or may be otherwise reorganized, provided that the corpo-
ration or entity which survives or which is formed pursuant thereto is a
professional service corporation, a design [profession] PROFESSIONAL
service corporation, A PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY or
a foreign professional service corporation practicing the same profes-
sion or professions in this state or the state of incorporation or, if
one of the original corporations is authorized to practice pursuant to
the provisions of subdivision six of section seventy-two hundred nine of
the education law, subdivision four of section seventy-three hundred
seven of the education law or subdivision four of section seventy-three
hundred twenty-seven of the education law, a corporation authorized and
registered to practice the same profession pursuant to the applicable
provisions of subdivision six of section seventy-two hundred nine of the
education law (engineer [or], land surveyor OR GEOLOGIST), subdivision
four of section seventy-three hundred seven of the education law (archi-
tect) of articles one hundred forty-five, one hundred forty-seven and
one hundred forty-eight of the education law or subdivision four of
section seventy-three hundred twenty-seven of the education law (land-
scape architect).
[The] (B) IF THE SURVIVING BUSINESS ENTITY IS A PROFESSIONAL CORPO-
RATION, THE restrictions on the issuance, transfer or sale of shares of
a professional service corporation or a design professional service
corporation shall be suspended for a period not exceeding thirty days
with respect to any issuance, transfer or sale of shares made pursuant
to such merger, consolidation or reorganization, provided that (i) no
person who would not be eligible to be a shareholder in the absence of
this section shall vote the shares of or receive any distribution from
such corporation; (ii) after such merger, consolidation or reorganiza-
tion, any professional service corporation or design professional
service corporation which survives or which is created thereby shall be
subject to all of the provisions of this article[,]; and (iii) shares
thereafter only may be held by persons who are eligible to receive
shares of such professional service corporation, design professional
service corporation or such other corporation authorized and registered
to practice the same profession pursuant to the applicable provisions of
subdivision six of section seventy-two hundred nine of the education law
(engineer [or], land surveyor OR GEOLOGIST), subdivision four of section
seventy-three hundred seven of the education law (architect) or subdivi-
sion four of section seventy-three hundred twenty-seven of the education
law (landscape architect) of articles one hundred forty-five, one
hundred forty-seven and one hundred forty-eight of the education law,
A. 4319--B 8
which survives. Nothing herein contained shall be construed as permit-
ting the practice of a profession in this state by a corporation which
is not incorporated pursuant to the provisions of this article, author-
ized to do business in this state pursuant to the provisions of article
15-A of this chapter, authorized pursuant to subdivision six of section
seventy-two hundred nine of the education law, authorized pursuant to
subdivision four of section seventy-three hundred seven of the education
law, authorized pursuant to subdivision four of section seventy-three
hundred twenty-seven of the education law or authorized and registered
to practice a profession pursuant to the applicable provisions of arti-
cle one hundred forty-five, article one hundred forty-seven or article
one hundred forty-eight of the education law. For the purposes of this
section, other reorganizations shall be limited to those reorganizations
defined in paragraph one of subsection (a) of section three hundred
sixty-eight of the internal revenue code.
[(b)] (C) IF THE SURVIVING BUSINESS ENTITY IS A PROFESSIONAL SERVICE
LIMITED LIABILITY COMPANY, THE RESTRICTIONS ON THE ISSUANCE, TRANSFER OR
SALE OF MEMBERSHIP INTERESTS OF A PROFESSIONAL SERVICE LIMITED LIABILITY
COMPANY OTHER THAN THE REQUIREMENTS OF THE FIRST TWO SENTENCES OF SUBDI-
VISION (C) OF SECTION TWELVE HUNDRED ELEVEN OF THE LIMITED LIABILITY
COMPANY LAW, SHALL BE SUSPENDED FOR A PERIOD NOT EXCEEDING THIRTY DAYS
WITH RESPECT TO ANY ISSUANCE, TRANSFER OR SALE OF MEMBERSHIP INTERESTS
MADE PURSUANT TO SUCH MERGER OR CONSOLIDATION, PROVIDED THAT: (I) NO
PERSON OR BUSINESS ENTITY WHO WOULD NOT BE ELIGIBLE TO BE A MEMBER IN
THE ABSENCE OF THIS SECTION SHALL VOTE OR RECEIVE ANY DISTRIBUTION FROM
SUCH LIMITED LIABILITY COMPANY; (II) AFTER SUCH MERGER OR CONSOLIDATION,
ANY PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY THAT SURVIVES OR THAT
IS CREATED THEREBY SHALL BE SUBJECT TO ALL THE PROVISIONS OF THE LIMITED
LIABILITY COMPANY LAW; AND (III) MEMBERSHIP INTERESTS THEREAFTER MAY BE
HELD ONLY BY PERSONS OR BUSINESS ENTITIES WHO ARE ELIGIBLE TO BE A
MEMBER OF SUCH PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY. NOTHING
HEREIN CONTAINED SHALL BE CONSTRUED AS PERMITTING THE PRACTICE OF A
PROFESSION IN THIS STATE BY A LIMITED LIABILITY COMPANY THAT IS NOT
FORMED PURSUANT TO THE PROVISIONS OF THE LIMITED LIABILITY COMPANY LAW
OR AUTHORIZED TO DO BUSINESS IN THE STATE PURSUANT TO THE PROVISIONS OF
ARTICLE THIRTEEN OF THE LIMITED LIABILITY COMPANY LAW. Notwithstanding
the provisions contained in [paragraph (a) of] this section, no design
professional service corporation shall be merged or consolidated with
any entity unless such entity is a professional business organization
lawfully organized to provide professional services pursuant to articles
one hundred forty-five, one hundred forty-seven and one hundred forty-
eight of the education law.
S 16. Paragraph (b) of section 1526 of the business corporation law,
as added by chapter 505 of the laws of 1983, is amended to read as
follows:
(b) Each final plan, DRAWING and report made or issued by a foreign
professional service corporation practicing professional engineering,
architecture, landscape architecture, GEOLOGY or land surveying shall
bear the name and seal of one or more professional engineers, archi-
tects, landscape architects, PROFESSIONAL GEOLOGISTS or land surveyors,
respectively, who are in responsible charge of such plan or report.
S 17. Section 1529 of the business corporation law, as amended by
chapter 576 of the laws of 1994, is amended to read as follows:
S 1529. Business corporation law applicable.
Except for the provisions of sections thirteen hundred three, thirteen
hundred four, thirteen hundred sixteen, thirteen hundred seventeen and
A. 4319--B 9
thirteen hundred twenty, this chapter shall be applicable to a foreign
professional service corporation to the extent that the provisions ther-
eof are not in conflict with the provisions of this article. A foreign
professional service corporation may practice in this state, or may
consolidate or merge with another corporation, or may be a member of a
professional service limited liability company, a foreign professional
service limited liability company, a registered limited liability part-
nership or foreign limited liability partnership, only if all of the
professions practiced by such corporations, limited liability companies
or limited liability partnerships could be practiced by a single profes-
sional service corporation organized in this state; and, further, only
if such foreign professional service corporation is domiciled in a state
or territory of the United States the laws of which, at the time of
application by such corporation under section fifteen hundred thirty of
this article, contain a reciprocal provision under which professional
service corporations domiciled in this state may similarly apply for the
privilege of doing business in any such state or territory; provided
further however, that nothing herein shall authorize a foreign profes-
sional service corporation practicing professional engineering, land
surveying, GEOLOGY, architecture and/or landscape architecture to be a
member or partner of a professional service limited liability company, a
foreign professional service limited liability company, a registered
limited liability partnership or a foreign limited liability partnership
unless all of the shareholders, directors and officers of such foreign
professional service corporation are licensed to practice one or more of
such professions in this state.
S 18. Subdivision (a) of section 1203 of the limited liability company
law, as separately amended by chapters 420 and 676 of the laws of 2002,
is amended to read as follows:
(a) Notwithstanding the education law or any other provision of law,
one or more professionals each of whom is authorized by law to render a
professional service within the state, or one or more professionals, at
least one of whom is authorized by law to render a professional service
within the state, may form, or cause to be formed, a professional
service limited liability company for pecuniary profit under this arti-
cle for the purpose of rendering the professional service or services as
such professionals are authorized to practice. With respect to a profes-
sional service limited liability company formed to provide medical
services as such services are defined in article 131 of the education
law, each member of such limited liability company must be licensed
pursuant to article 131 of the education law to practice medicine in
this state. With respect to a professional service limited liability
company formed to provide dental services as such services are defined
in article 133 of the education law, each member of such limited liabil-
ity company must be licensed pursuant to article 133 of the education
law to practice dentistry in this state. With respect to a professional
service limited liability company formed to provide veterinary services
as such services are defined in article 135 of the education law, each
member of such limited liability company must be licensed pursuant to
article 135 of the education law to practice veterinary medicine in this
state. With respect to a professional service limited liability company
formed to provide professional engineering, land surveying, architec-
tural [and/or], landscape architectural AND/OR GEOLOGICAL services as
such services are defined in article 145, article 147 and article 148 of
the education law, each member of such limited liability company must be
licensed pursuant to article 145, article 147 and/or article 148 of the
A. 4319--B 10
education law to practice one or more of such professions in this state.
With respect to a professional service limited liability company formed
to provide licensed clinical social work services as such services are
defined in article 154 of the education law, each member of such limited
liability company shall be licensed pursuant to article 154 of the
education law to practice licensed clinical social work in this state.
With respect to a professional service limited liability company formed
to provide creative arts therapy services as such services are defined
in article 163 of the education law, each member of such limited liabil-
ity company must be licensed pursuant to article 163 of the education
law to practice creative arts therapy in this state. With respect to a
professional service limited liability company formed to provide
marriage and family therapy services as such services are defined in
article 163 of the education law, each member of such limited liability
company must be licensed pursuant to article 163 of the education law to
practice marriage and family therapy in this state. With respect to a
professional service limited liability company formed to provide mental
health counseling services as such services are defined in article 163
of the education law, each member of such limited liability company must
be licensed pursuant to article 163 of the education law to practice
mental health counseling in this state. With respect to a professional
service limited liability company formed to provide psychoanalysis
services as such services are defined in article 163 of the education
law, each member of such limited liability company must be licensed
pursuant to article 163 of the education law to practice psychoanalysis
in this state. In addition to engaging in such profession or
professions, a professional service limited liability company may engage
in any other business or activities as to which a limited liability
company may be formed under section two hundred one of this chapter.
Notwithstanding any other provision of this section, a professional
service limited liability company (i) authorized to practice law may
only engage in another profession or business or activities or (ii)
which is engaged in a profession or other business or activities other
than law may only engage in the practice of law, to the extent not
prohibited by any other law of this state or any rule adopted by the
appropriate appellate division of the supreme court or the court of
appeals.
S 19. Subdivision (b) of section 1207 of the limited liability company
law, as separately amended by chapters 420 and 676 of the laws of 2002,
is amended to read as follows:
(b) with respect to a professional service limited liability company
formed to provide medical services as such services are defined in arti-
cle 131 of the education law, each member of such limited liability
company must be licensed pursuant to article 131 of the education law to
practice medicine in this state. With respect to a professional service
limited liability company formed to provide dental services as such
services are defined in article 133 of the education law, each member of
such limited liability company must be licensed pursuant to article 133
of the education law to practice dentistry in this state. With respect
to a professional service limited liability company formed to provide
veterinary services as such services are defined in article 135 of the
education law, each member of such limited liability company must be
licensed pursuant to article 135 of the education law to practice veter-
inary medicine in this state. With respect to a professional service
limited liability company formed to provide professional engineering,
land surveying, architectural [and/or], landscape architectural AND/OR
A. 4319--B 11
GEOLOGICAL services as such services are defined in article 145, article
147 and article 148 of the education law, each member of such limited
liability company must be licensed pursuant to article 145, article 147
and/or article 148 of the education law to practice one or more of such
professions in this state. With respect to a professional service limit-
ed liability company formed to provide licensed clinical social work
services as such services are defined in article 154 of the education
law, each member of such limited liability company shall be licensed
pursuant to article 154 of the education law to practice licensed clin-
ical social work in this state. With respect to a professional service
limited liability company formed to provide creative arts therapy
services as such services are defined in article 163 of the education
law, each member of such limited liability company must be licensed
pursuant to article 163 of the education law to practice creative arts
therapy in this state. With respect to a professional service limited
liability company formed to provide marriage and family therapy services
as such services are defined in article 163 of the education law, each
member of such limited liability company must be licensed pursuant to
article 163 of the education law to practice marriage and family therapy
in this state. With respect to a professional service limited liability
company formed to provide mental health counseling services as such
services are defined in article 163 of the education law, each member of
such limited liability company must be licensed pursuant to article 163
of the education law to practice mental health counseling in this state.
With respect to a professional service limited liability company formed
to provide psychoanalysis services as such services are defined in arti-
cle 163 of the education law, each member of such limited liability
company must be licensed pursuant to article 163 of the education law to
practice psychoanalysis in this state.
S 20. Subdivisions (a) and (f) of section 1301 of the limited liabil-
ity company law, subdivision (a) as separately amended by chapters 420
and 676 of the laws of 2002 and subdivision (f) as amended by chapter
170 of the laws of 1996, are amended to read as follows:
(a) "Foreign professional service limited liability company" means a
professional service limited liability company, whether or not denomi-
nated as such, organized under the laws of a jurisdiction other than
this state, (i) each of whose members and managers, if any, is a profes-
sional authorized by law to render a professional service within this
state and who is or has been engaged in the practice of such profession
in such professional service limited liability company or a predecessor
entity, or will engage in the practice of such profession in the profes-
sional service limited liability company within thirty days of the date
such professional becomes a member, or each of whose members and manag-
ers, if any, is a professional at least one of such members is author-
ized by law to render a professional service within this state and who
is or has been engaged in the practice of such profession in such
professional service limited liability company or a predecessor entity,
or will engage in the practice of such profession in the professional
service limited liability company within thirty days of the date such
professional becomes a member, or (ii) authorized by, or holding a
license, certificate, registration or permit issued by the licensing
authority pursuant to, the education law to render a professional
service within this state; except that all members and managers, if any,
of a foreign professional service limited liability company that
provides health services in this state shall be licensed in this state.
With respect to a foreign professional service limited liability company
A. 4319--B 12
which provides veterinary services as such services are defined in arti-
cle 135 of the education law, each member of such foreign professional
service limited liability company shall be licensed pursuant to article
135 of the education law to practice veterinary medicine. With respect
to a foreign professional service limited liability company which
provides medical services as such services are defined in article 131 of
the education law, each member of such foreign professional service
limited liability company must be licensed pursuant to article 131 of
the education law to practice medicine in this state. With respect to a
foreign professional service limited liability company which provides
dental services as such services are defined in article 133 of the
education law, each member of such foreign professional service limited
liability company must be licensed pursuant to article 133 of the educa-
tion law to practice dentistry in this state. With respect to a foreign
professional service limited liability company which provides profes-
sional engineering, land surveying, GEOLOGIC, architectural and/or land-
scape architectural services as such services are defined in article
145, article 147 and article 148 of the education law, each member of
such foreign professional service limited liability company must be
licensed pursuant to article 145, article 147 and/or article 148 of the
education law to practice one or more of such professions in this state.
With respect to a foreign professional service limited liability company
which provides licensed clinical social work services as such services
are defined in article 154 of the education law, each member of such
foreign professional service limited liability company shall be licensed
pursuant to article 154 of the education law to practice clinical social
work in this state. With respect to a foreign professional service
limited liability company which provides creative arts therapy services
as such services are defined in article 163 of the education law, each
member of such foreign professional service limited liability company
must be licensed pursuant to article 163 of the education law to prac-
tice creative arts therapy in this state. With respect to a foreign
professional service limited liability company which provides marriage
and family therapy services as such services are defined in article 163
of the education law, each member of such foreign professional service
limited liability company must be licensed pursuant to article 163 of
the education law to practice marriage and family therapy in this state.
With respect to a foreign professional service limited liability company
which provides mental health counseling services as such services are
defined in article 163 of the education law, each member of such foreign
professional service limited liability company must be licensed pursuant
to article 163 of the education law to practice mental health counseling
in this state. With respect to a foreign professional service limited
liability company which provides psychoanalysis services as such
services are defined in article 163 of the education law, each member of
such foreign professional service limited liability company must be
licensed pursuant to article 163 of the education law to practice
psychoanalysis in this state.
(f) "Professional partnership" means (1) a partnership without limited
partners each of whose partners is a professional authorized by law to
render a professional service within this state, (2) a partnership with-
out limited partners each of whose partners is a professional, at least
one of whom is authorized by law to render a professional service within
this state or (3) a partnership without limited partners authorized by,
or holding a license, certificate, registration or permit issued by the
licensing authority pursuant to the education law to render a profes-
A. 4319--B 13
sional service within this state; except that all partners of a profes-
sional partnership that provides medical services in this state must be
licensed pursuant to article 131 of the education law to practice medi-
cine in this state and all partners of a professional partnership that
provides dental services in this state must be licensed pursuant to
article 133 of the education law to practice dentistry in this state;
except that all partners of a professional partnership that provides
veterinary services in this state must be licensed pursuant to article
135 of the education law to practice veterinary medicine in this state;
and further except that all partners of a professional partnership that
provides professional engineering, land surveying, GEOLOGIC, architec-
tural, and/or landscape architectural services in this state must be
licensed pursuant to article 145, article 147 and/or article 148 of the
education law to practice one or more of such professions.
S 21. Subdivision (b) of section 1302 of the limited liability company
law is amended to read as follows:
(b) Each final plan and report made or issued by a foreign profes-
sional service limited liability company practicing professional engi-
neering, GEOLOGY, architecture, landscape architecture or land surveying
shall bear the name and seal of one or more professional engineers,
PROFESSIONAL GEOLOGISTS, architects, landscape architects, or land
surveyors, respectively, who are in responsible charge of such plan or
report.
S 22. The ninth and fourteenth undesignated paragraphs of section 2 of
the partnership law, the ninth undesignated paragraph as amended by
chapter 643 of the laws of 1995 and the fourteenth undesignated para-
graph as added by chapter 576 of the laws of 1994, are amended to read
as follows:
"Foreign limited liability partnership" means (i) any partnership
without limited partners operating under an agreement governed by the
laws of any jurisdiction, other than this state, each of whose partners
is a professional authorized by law to render a professional service
within this state and who is or has been engaged in the practice of such
profession in such partnership or a predecessor entity, or will engage
in the practice of such profession in the foreign limited liability
partnership within thirty days of the date of the effectiveness of the
notice provided for in subdivision (a) of section 121-1502 of this chap-
ter or each of whose partners is a professional, at least one of whom is
authorized by law to render a professional service within this state and
who is or has been engaged in the practice of such profession in such
partnership or a predecessor entity, or will engage in the practice of
such profession in the foreign limited liability partnership within
thirty days of the date of the effectiveness of the notice provided for
in subdivision (a) of section 121-1502 of this chapter, (ii) any part-
nership without limited partners operating under an agreement governed
by the laws of any jurisdiction, other than this state, authorized by,
or holding a license, certificate, registration or permit issued by the
licensing authority pursuant to, the education law to render a profes-
sional service within this state, which renders or intends to render
professional services within this state and which is denominated as a
registered limited liability partnership or limited liability partner-
ship under such laws, regardless of any difference between such laws and
the laws of this state, or (iii) a foreign related limited liability
partnership; except that all partners of a foreign limited liability
partnership that provides health, professional engineering, land survey-
A. 4319--B 14
ing, GEOLOGIC, architectural and/or landscape architectural services in
this state shall be licensed in this state.
"Professional partnership" means (1) a partnership without limited
partners each of whose partners is a professional authorized by law to
render a professional service within this state, (2) a partnership with-
out limited partners each of whose partners is a professional, at least
one of whom is authorized by law to render a professional service within
this state or (3) a partnership without limited partners authorized by,
or holding a license, certificate, registration or permit issued by the
licensing authority pursuant to the education law to render a profes-
sional service within this state; except that all partners of a profes-
sional partnership that provides medical services in this state must be
licensed pursuant to article 131 of the education law to practice medi-
cine in this state and all partners of a professional partnership that
provides dental services in this state must be licensed pursuant to
article 133 of the education law to practice dentistry in this state;
and further except that all partners of a professional partnership that
provides professional engineering, land surveying, GEOLOGIC, architec-
tural and/or landscape architectural services in this state must be
licensed pursuant to article 145, article 147 and/or article 148 of the
education law to practice one or more of such professions in this state.
S 23. Subdivision (q) of section 121-1500 of the partnership law, as
separately amended by chapters 420 and 676 of the laws of 2002, is
amended to read as follows:
(q) Each partner of a registered limited liability partnership formed
to provide medical services in this state must be licensed pursuant to
article 131 of the education law to practice medicine in this state and
each partner of a registered limited liability partnership formed to
provide dental services in this state must be licensed pursuant to arti-
cle 133 of the education law to practice dentistry in this state. Each
partner of a registered limited liability partnership formed to provide
veterinary services in this state must be licensed pursuant to article
135 of the education law to practice veterinary medicine in this state.
Each partner of a registered limited liability partnership formed to
provide professional engineering, GEOLOGICAL SERVICES, land surveying,
architectural and/or landscape architectural services in this state must
be licensed pursuant to article 145, article 147 and/or article 148 of
the education law to practice one or more of such professions in this
state. Each partner of a registered limited liability partnership formed
to provide licensed clinical social work services in this state must be
licensed pursuant to article 154 of the education law to practice clin-
ical social work in this state. Each partner of a registered limited
liability partnership formed to provide creative arts therapy services
in this state must be licensed pursuant to article 163 of the education
law to practice creative arts therapy in this state. Each partner of a
registered limited liability partnership formed to provide marriage and
family therapy services in this state must be licensed pursuant to arti-
cle 163 of the education law to practice marriage and family therapy in
this state. Each partner of a registered limited liability partnership
formed to provide mental health counseling services in this state must
be licensed pursuant to article 163 of the education law to practice
mental health counseling in this state. Each partner of a registered
limited liability partnership formed to provide psychoanalysis services
in this state must be licensed pursuant to article 163 of the education
law to practice psychoanalysis in this state.
A. 4319--B 15
S 24. Subdivision (q) of section 121-1502 of the partnership law, as
amended by chapter 230 of the laws of 2004, is amended to read as
follows:
(q) Each partner of a foreign limited liability partnership which
provides medical services in this state must be licensed pursuant to
article 131 of the education law to practice medicine in the state and
each partner of a foreign limited liability partnership which provides
dental services in the state must be licensed pursuant to article 133 of
the education law to practice dentistry in this state. Each partner of a
foreign limited liability partnership which provides veterinary service
in the state shall be licensed pursuant to article 135 of the education
law to practice veterinary medicine in this state. Each partner of a
foreign limited liability partnership which provides professional engi-
neering, land surveying, GEOLOGICAL SERVICES, architectural and/or land-
scape architectural services in this state must be licensed pursuant to
article 145, article 147 and/or article 148 of the education law to
practice one or more of such professions. Each partner of a foreign
limited liability partnership which provides licensed clinical social
work services in this state must be licensed pursuant to article 154 of
the education law to practice licensed clinical social work in this
state. Each partner of a foreign limited liability partnership which
provides creative arts therapy services in this state must be licensed
pursuant to article 163 of the education law to practice creative arts
therapy in this state. Each partner of a foreign limited liability part-
nership which provides marriage and family therapy services in this
state must be licensed pursuant to article 163 of the education law to
practice marriage and family therapy in this state. Each partner of a
foreign limited liability partnership which provides mental health coun-
seling services in this state must be licensed pursuant to article 163
of the education law to practice mental health counseling in this state.
Each partner of a foreign limited liability partnership which provides
psychoanalysis services in this state must be licensed pursuant to arti-
cle 163 of the education law to practice psychoanalysis in this state.
S 25. Chapter 564 of the laws of 2011, amending the business corpo-
ration law relating to providing that the surviving business entity in
the case of a merger between a professional service corporation and a
professional service limited liability company may be a professional
service limited liability company, is REPEALED.
S 26. This act shall take effect two years after the date on which it
shall have become a law.