S T A T E   O F   N E W   Y O R K
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                                  10251

                          I N  A S S E M B L Y

                              May 18, 2016
                               ___________

Introduced  by  M.  of  A.  ENGLEBRIGHT -- read once and referred to the
  Committee on Corporations, Authorities and Commissions

AN ACT to amend the business corporation law and the  limited  liability
  company  law,  in  relation to the incorporation of certain businesses
  for the purpose of practicing professional geology; and to amend chap-
  ter 475 of the laws of 2014 amending the education law,  the  business
  corporation law and other laws relating to providing for the licensing
  of the profession of geology, in relation to the effectiveness thereof

  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 two new paragraphs (b-6) and (b-7) to read as follows:
  (B-6)  (1) PRIOR TO THE FIRST DAY OF MARCH, TWO THOUSAND EIGHTEEN, THE
STATE EDUCATION DEPARTMENT AND THE DEPARTMENT OF STATE  SHALL  ALLOW  AN
EXISTING BUSINESS CORPORATION ORGANIZED UNDER ARTICLE FOUR OF THIS CHAP-
TER  TO BECOME A PROFESSIONAL CORPORATION AS DEFINED IN THIS ARTICLE FOR
THE PURPOSE  OF  PRACTICING  PROFESSIONAL  GEOLOGY,  PROVIDED  THAT  THE
SURVIVING  CORPORATION  MEET ALL OF THE REQUIREMENTS TO BECOME A PROFES-
SIONAL CORPORATION, INCLUDING THAT THE NAME  OF  A  PROFESSIONAL  CORPO-
RATION SHALL END WITH THE WORDS "PROFESSIONAL CORPORATION" OR THE ABBRE-
VIATION  "P.C."  BY AMENDING ITS CERTIFICATE OF INCORPORATION SO THAT IT
CONTAINS THE FOLLOWING:
  (I) THE NAMES AND RESIDENCE ADDRESSES OF ALL INDIVIDUALS WHO  WILL  BE
THE  ORIGINAL  SHAREHOLDERS,  DIRECTORS AND OFFICERS OF THE PROFESSIONAL
SERVICE CORPORATION;
  (II) A STATEMENT THAT THE PROFESSIONAL SERVICE CORPORATION  IS  FORMED
PURSUANT TO THIS SECTION; AND
  (III) 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.

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

                                                           LBD15273-01-6

A. 10251                            2

  (2) THE CERTIFICATE OF AMENDMENT SHALL HAVE ATTACHED THERETO A CERTIF-
ICATE  OR CERTIFICATES ISSUED BY THE LICENSING AUTHORITY CERTIFYING THAT
EACH OF THE PROPOSED SHAREHOLDERS, DIRECTORS AND OFFICERS LISTED:
  (I)  IS  AUTHORIZED  BY  LAW TO PRACTICE A PROFESSION WHICH THE CORPO-
RATION IS 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; AND
  (II) HAS BEEN DEEMED TO BE OF GOOD MORAL CHARACTER AS  MAY  BE  ESTAB-
LISHED BY THE REGULATIONS OF THE COMMISSIONER OF EDUCATION.
  (3)  THE  CERTIFICATE  OF AMENDMENT SHALL ALSO HAVE ATTACHED THERETO A
TAX CLEARANCE ISSUED BY THE DEPARTMENT OF TAXATION AND FINANCE  CERTIFY-
ING  THAT  THE  EXISTING BUSINESS CORPORATION IS CURRENT WITH RESPECT TO
PAYMENT OF ITS STATE TAX LIABILITIES.
  (4) NOTWITHSTANDING ANY PROVISION OF LAW TO THE CONTRARY,  ANY  CORPO-
RATION  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.
  (B-7)  (1) PRIOR TO THE FIRST DAY OF MARCH, TWO THOUSAND EIGHTEEN, THE
STATE EDUCATION DEPARTMENT AND THE DEPARTMENT OF STATE  SHALL  ALLOW  AN
EXISTING BUSINESS CORPORATION ORGANIZED UNDER ARTICLE FOUR OF THIS CHAP-
TER  TO  BECOME  A DESIGN PROFESSIONAL SERVICE CORPORATION AS DEFINED IN
THIS  ARTICLE  FOR  THE  PURPOSE  OF  PRACTICING  PROFESSIONAL  GEOLOGY,
PROVIDED  THAT THE SURVIVING CORPORATION MEET ALL OF THE REQUIREMENTS TO
BECOME A DESIGN PROFESSIONAL SERVICE  CORPORATION,  INCLUDING  THAT  THE
NAME  SHALL END WITH THE WORDS "DESIGN PROFESSIONAL SERVICE CORPORATION"
OR THE ABBREVIATION "D.P.C." BY AMENDING  ITS  CERTIFICATE  OF  INCORPO-
RATION SO THAT IT CONTAINS THE FOLLOWING:
  (I)  THE NAMES AND RESIDENCE ADDRESSES OF ALL INDIVIDUALS OR ESOPS WHO
WILL BE THE ORIGINAL SHAREHOLDERS, DIRECTORS AND OFFICERS OF THE PROFES-
SIONAL SERVICE CORPORATION;
  (II) A STATEMENT THAT THE DESIGN PROFESSIONAL SERVICE  CORPORATION  IS
FORMED PURSUANT TO THIS SECTION;
  (III)  THE  PROFESSION OR PROFESSION OF EACH SHAREHOLDER, DIRECTOR AND
OFFICER WHO IS A DESIGN PROFESSIONAL OF THE ORIGINAL DESIGN PROFESSIONAL
SERVICE CORPORATION;
  (IV) THE NAMES OF THE OFFICERS AND DIRECTORS WHO WILL  BE  THE  PRESI-
DENT,  THE CHAIRPERSON OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE
OFFICER OR OFFICERS OF THE ORIGINAL DESIGN PROFESSIONAL  SERVICE  CORPO-
RATION;
  (V)  THE OWNERSHIP INTEREST OF EACH SHAREHOLDER OF THE ORIGINAL DESIGN
PROFESSIONAL SERVICE CORPORATION; AND
  (VI) 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) THE CERTIFICATE OF AMENDMENT SHALL HAVE ATTACHED THERETO A CERTIF-
ICATE  OR CERTIFICATES ISSUED BY THE LICENSING AUTHORITY CERTIFYING THAT
EACH OF THE PROPOSED SHAREHOLDERS, DIRECTORS AND OFFICERS LISTED:
  (I) IS AUTHORIZED BY LAW TO PRACTICE A  PROFESSION  WHICH  THE  CORPO-
RATION  IS 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; AND

A. 10251                            3

  (II)  HAS  BEEN  DEEMED TO BE OF GOOD MORAL CHARACTER AS MAY BE ESTAB-
LISHED BY THE REGULATIONS OF THE COMMISSIONER OF EDUCATION.
  (3)  THE  CERTIFICATE  OF AMENDMENT SHALL ALSO HAVE ATTACHED THERETO A
TAX CLEARANCE ISSUED BY THE DEPARTMENT OF TAXATION AND FINANCE  CERTIFY-
ING  THAT  THE  EXISTING BUSINESS CORPORATION IS CURRENT WITH RESPECT TO
PAYMENT OF ITS STATE TAX LIABILITIES.
  (4) NOTWITHSTANDING ANY PROVISION OF LAW TO THE CONTRARY,  ANY  CORPO-
RATION  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.
  S  2.  The  limited  liability  company law is amended by adding a new
section 1105 to read as follows:
  S 1105. LIMITED LIABILITY GEOLOGY COMPANY.  (A) PRIOR TO THE FIRST DAY
OF MARCH, TWO THOUSAND EIGHTEEN, THE STATE EDUCATION DEPARTMENT AND  THE
DEPARTMENT  OF  STATE  SHALL ALLOW AN EXISTING LIMITED LIABILITY COMPANY
ORGANIZED UNDER ARTICLE TWO OF THIS CHAPTER  TO  BECOME  A  PROFESSIONAL
SERVICE  LIMITED  LIABILITY COMPANY AS DEFINED IN ARTICLE TWELVE OF THIS
CHAPTER FOR THE PURPOSE OF PRACTICING PROFESSIONAL GEOLOGY, PROVIDED THE
LIMITED LIABILITY COMPANY MEET ALL  OF  THE  REQUIREMENTS  TO  BECOME  A
PROFESSIONAL  SERVICE LIMITED LIABILITY COMPANY, INCLUDING THAT THE NAME
OF A PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY SHALL END  WITH  THE
WORDS  "PROFESSIONAL  LIMITED  LIABILITY  COMPANY" OR "LIMITED LIABILITY
COMPANY", OR THE ABBREVIATIONS "P.L.L.C.", "PLLC", "L.L.C.", OR "LLC" BY
AMENDING ITS ARTICLES OF ORGANIZATION SO THAT IT CONTAINS THE FOLLOWING:
  (1) THE NAMES AND RESIDENCE ADDRESSES OF ALL INDIVIDUALS WHO ARE TO BE
THE ORIGINAL MEMBERS AND THE ORIGINAL MANAGERS, IF ANY;
  (2) A STATEMENT THAT THE PROFESSIONAL  LIMITED  LIABILITY  COMPANY  IS
FORMED PURSUANT TO SECTION TWELVE HUNDRED THREE OF THE LIMITED LIABILITY
COMPANY LAW; AND
  (3)  A  STATEMENT THAT THE AMENDMENT SHALL NOT EFFECT A DISSOLUTION OF
THE LIMITED LIABILITY COMPANY, BUT SHALL BE DEEMED A CONTINUATION OF ITS
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  PROFESSIONAL
SERVICE  LIMITED  LIABILITY  COMPANY CREATED FOR THE SAME PURPOSES UNDER
THIS ARTICLE.
  (B) THE CERTIFICATE OF AMENDMENT SHALL HAVE ATTACHED THERETO A CERTIF-
ICATE OR CERTIFICATES ISSUED BY THE LICENSING AUTHORITY CERTIFYING  THAT
EACH OF THE PROPOSED MEMBERS AND MANAGERS LISTED:
  (1)  IS  AUTHORIZED  BY LAW TO PRACTICE A PROFESSION WHICH THE PROFES-
SIONAL SERVICE LIMITED LIABILITY COMPANY IS ORGANIZED TO  PRACTICE  AND,
IF  APPLICABLE,  THAT  ONE  OR MORE OF SUCH INDIVIDUALS IS AUTHORIZED TO
PRACTICE EACH PROFESSION WHICH THE PROFESSIONAL SERVICE LIMITED  LIABIL-
ITY COMPANY WILL BE AUTHORIZED TO PRACTICE; AND
  (2)  HAS  BEEN  DEEMED  TO BE OF GOOD MORAL CHARACTER AS MAY BE ESTAB-
LISHED BY THE REGULATIONS OF THE COMMISSIONER OF EDUCATION.
  (C) THE CERTIFICATE OF AMENDMENT SHALL ALSO HAVE  ATTACHED  THERETO  A
TAX  CLEARANCE ISSUED BY THE DEPARTMENT OF TAXATION AND FINANCE CERTIFY-
ING THAT THE EXISTING LIMITED LIABILITY COMPANY IS CURRENT WITH  RESPECT
TO PAYMENT OF ITS STATE TAX LIABILITIES.
  (D)  NOTWITHSTANDING ANY PROVISION OF LAW TO THE CONTRARY, ANY COMPANY
FORMED UNDER THIS SECTION SHALL BE REQUIRED TO COMPLY WITH ALL  APPLICA-
BLE LAWS, RULES, OR REGULATIONS RELATING TO THE PRACTICE OF A PROFESSION
UNDER TITLE EIGHT OF THE EDUCATION LAW.

A. 10251                            4

  S 3. Section 28 of chapter 475 of the laws of 2014 amending the educa-
tion  law,  the  business  corporation  law  and  other laws relating to
providing for the licensing of the profession of geology, as amended  by
chapter 9 of the laws of 2015, is amended to read as follows:
  S  28. This act shall take effect two years after the date on which it
shall have become a law; provided however that:
  A. the authority of the commissioner to promulgate regulations and the
board of regents to appoint board members, and  take  any  other  action
necessary  for  the  implementation  of this act shall take effect imme-
diately; AND
  B. PROVIDED FURTHER THAT SECTION TEN OF THIS ACT AND SECTION 7204-B OF
THE EDUCATION LAW AS ADDED BY SECTION  THREE  OF  THIS  ACT  SHALL  TAKE
EFFECT MARCH 1, 2018.
  S  4.  This act shall take effect immediately; provided, however, that
sections one and two of this act shall take effect on the same date  and
in the same manner as chapter 475 of the laws of 2014 takes effect.