reglab/statecodes huggingface dataset:
2023 New York Laws › BSC - Business Corporation › Article 12 - Receivership › 1215 - Resignation by Receiver; Filling Any Vacancy.

§ 1215. Resignation by receiver; filling any vacancy.
(a)  A  receiver may petition the court appointing him for an order to
show cause why he should not be permitted to resign.
(b) The petition shall be accompanied by a verified account of all the
assets of the corporation received by him,  of  all  payments  or  other
disposition  thereof  made  by  him,  of  the  remaining  assets  of the
corporation in respect to  which  he  was  appointed  receiver  and  the
situation  of  the  same,  and  of  all  his  transactions  as receiver.
Thereupon, the court shall grant an order directing notice to  be  given
to  the  sureties  on his official bond and to all persons interested in
the property of the corporation to show  cause,  at  a  time  and  place
specified,  why  the  receiver  should  not be permitted to resign. Such
notice shall be published once in each week for six successive weeks  in
one  or  more  newspapers  as the court shall direct. If it shall appear
that the proceedings of the receiver in the discharge of his trust  have
been  fair  and  honest and that there is no good cause to the contrary,
the court shall make  an  order  permitting  such  receiver  to  resign.
Thereupon he shall be discharged and his powers as receiver shall cease,
but  he  shall  remain  subject  to  any liability incurred prior to the
making of such order. The court, in  its  discretion,  may  require  the
expense  of  such  proceeding  to be paid by the receiver presenting the
petition.
(c) Any vacancy created by resignation, removal, death  or  otherwise,
may  be  filled by the court, and the property of the receivership shall
be delivered to the remaining receivers or, if there are  none,  to  the
successor  appointed  by  the  court.  The  court  may summarily enforce
delivery by order in the action  or  special  proceeding  in  which  the
receiver was appointed.
2023 New York Laws › BSC - Business Corporation › Article 12 - Receivership › 1216 - Final Accounting; Notice; Duty of Attorney-General.

§ 1216. Final accounting; notice; duty of attorney-general.
(a)  Within one year after qualifying, the receiver shall apply to the
court for a final settlement of  his  accounts  and  for  an  order  for
distribution,  or, upon notice to the attorney-general, for an extension
of time, setting forth the reasons therefor. If the receiver has not  so
applied  for a settlement of his accounts or for such extension of time,
the attorney-general or any creditor or shareholder  may  apply  for  an
order  that  the  receiver show cause why an accounting and distribution
should not be had, and after the expiration of eighteen months from  the
time   the   receiver   qualified,   it   shall   be  the  duty  of  the
attorney-general to apply for such an order on notice to the receiver.
(b) Before presenting a final account, the receiver shall give  notice
of  his  intention to file it by publication, under subparagraph (a) (1)
of section 1207 (Duties of receiver upon appointment), setting forth the
time and place of filing and presentation to  the  court.  The  receiver
shall also give not less than eight days' written notice to the sureties
on his official bond.
(c)  Upon  presentation  of  such  account,  the  court shall hear the
allegations, objections and proofs of all parties interested  and  allow
or  disallow  such account, in whole or in part, and make a final order.
The court may refer the account and the hearing, in whole or in part, to
a referee who shall report thereon to the court.
2023 New York Laws › BSC - Business Corporation › Article 12 - Receivership › 1217 - Commissions.

§ 1217. Commissions.
(a) A  receiver  shall  be  entitled,  in  addition  to  his necessary
expenses, to such commissions upon the sums received  and  disbursed  as
may be allowed by the court, as follows:
(1) On the first twenty thousand dollars, not exceeding five percent;
(2) On  the  next  eighty  thousand  dollars,  not  exceeding  two and
one-half percent; and
(3) On the remainder, not exceeding one percent.
(b) If the commissions of the receiver so computed do  not  amount  to
one  hundred dollars, the court in its discretion may allow such sum not
exceeding one hundred dollars as shall be reasonable.
(c) When more than one receiver shall be appointed,  the  compensation
herein provided shall be divided between them, as the court directs.
2023 New York Laws › BSC - Business Corporation › Article 13 - Foreign Corporations › 1301 - Authorization of Foreign Corporations.

§ 1301. Authorization of foreign corporations.
(a) A foreign corporation shall not do business in this state until it
has  been  authorized  to  do  so as provided in this article. A foreign
corporation may be authorized to do in this state any business which may
be done lawfully in this state by a domestic corporation, to the  extent
that  it  is  authorized  to do such business in the jurisdiction of its
incorporation, but no other business.
(b) Without excluding other activities which may not constitute  doing
business in this state, a foreign corporation shall not be considered to
be  doing  business  in this state, for the purposes of this chapter, by
reason of carrying on in this state any one or  more  of  the  following
activities:
(1)  Maintaining  or  defending  any  action  or  proceeding,  whether
judicial,  administrative,  arbitrative  or  otherwise,   or   effecting
settlement thereof or the settlement of claims or disputes.
(2) Holding meetings of its directors or its shareholders.
(3) Maintaining bank accounts.
(4)  Maintaining  offices  or agencies only for the transfer, exchange
and registration  of  its  securities,  or  appointing  and  maintaining
trustees or depositaries with relation to its securities.
(c)  The  specification in paragraph (b) does not establish a standard
for activities which may subject a foreign  corporation  to  service  of
process under this chapter or any other statute of this state.
(d)  A  foreign corporation whose corporate name is not acceptable for
authorization pursuant to sections 301 and  302  of  this  chapter,  may
submit in its application for authority pursuant to section 1304 of this
chapter,  a  fictitious  name  under  which it shall do business in this
state. A fictitious name submitted pursuant to  this  section  shall  be
subject  to the provisions of subparagraphs (2) through (9) of paragraph
(a) of section 301 and  302  of  this  chapter.  A  foreign  corporation
authorized to do business in this state under a fictitious name pursuant
to  this  section, shall use such fictitious name in all of its dealings
with the secretary of state and in the conduct of its business  in  this
state.  The  provisions  of  section  one  hundred thirty of the general
business law shall not apply to any fictitious name filed by  a  foreign
corporation  pursuant  to  this  section, and a filing under section one
hundred thirty of the general business  law  shall  not  constitute  the
adoption of a fictitious name.
2023 New York Laws › BSC - Business Corporation › Article 13 - Foreign Corporations › 1302 - Application to Existing Authorized Foreign Corporations.

§ 1302. Application to existing authorized foreign corporations.
Every  foreign corporation which on the effective date of this chapter
  is authorized to do business  in  this  state  under  a  certificate  of
  authority  heretofore  issued  to  it  by  the  secretary of state shall
  continue  to  have  such  authority.  Such  foreign   corporation,   its
  shareholders,  directors  and  officers  shall  have  the  same  rights,
  franchises and privileges and shall be subject to the same  limitations,
  restrictions,   liabilities  and  penalties  as  a  foreign  corporation
  authorized under this chapter, its shareholders, directors and  officers
  respectively.  Reference in this chapter to an application for authority
  shall, unless the context otherwise requires, include the statement  and
  designation  and  any  amendment  thereof  required  to  be filed by the
  secretary of state under prior  statutes  to  obtain  a  certificate  of
  authority.
2023 New York Laws › BSC - Business Corporation › Article 13 - Foreign Corporations › 1303 - Violations.

§ 1303. Violations.
The  attorney-general  may  bring  an  action  to  restrain  a foreign
  corporation from doing in this state without authority any business  for
  the  doing  of  which  it is required to be authorized in this state, or
  from doing in this state any business not set forth in  its  application
  for  authority  or  certificate  of amendment filed by the department of
  state. The attorney-general may bring an action or special proceeding to
  annul the authority of a foreign corporation doing  in  this  state  any
  business  not  set forth in its application for authority or certificate
  of amendment or the authority of which was obtained  through  fraudulent
  misrepresentation  or  concealment  of  a  material fact or to enjoin or
  annul the authority of any foreign corporation which within  this  state
  contrary  to law has done or omitted any act which if done by a domestic
  corporation would be a cause for  its  dissolution  under  section  1101
  (Attorney-general's  action  for  judicial  dissolution) or to annul the
  authority of a foreign corporation that has been dissolved  or  had  its
  authority   or  existence  otherwise  terminated  or  cancelled  in  the
  jurisdiction of its incorporation. The attorney-general shall deliver  a
  certified  copy  of  the  order of annulment to the department of state.
  Upon the filing thereof by the department of state the authority of  the
  foreign  corporation to do business in this state shall be annulled. The
  secretary of state shall continue as agent of  the  foreign  corporation
  upon  whom  process  against  it  may be served in any action or special
  proceeding based upon  any  liability  or  obligation  incurred  by  the
  foreign  corporation  within  the  state  prior  to  the  filing  of the
  certified copy of the order of annulment by the department of state.
2023 New York Laws › BSC - Business Corporation › Article 13 - Foreign Corporations › 1304 - Application for Authority; Contents.

§ 1304. Application for authority; contents.
(a)  A  foreign  corporation may apply for authority to do business in
this state. An  application,  entitled  "Application  for  authority  of
......
name  of  corporation)  under  section  1304  of the Business
Corporation Law", shall be signed and delivered  to  the  department  of
state. It shall set forth:
(1) The name of the foreign corporation.
(2)  The  fictitious  name the corporation agrees to use in this state
pursuant to section 1301 of this chapter, if applicable.
(3) The jurisdiction and date of its incorporation.
(4) The  purpose  or  purposes  for  which  it  is  formed,  it  being
sufficient  to  state,  either  alone  or  with other purposes, that the
purpose of the corporation is to engage in any lawful  act  or  activity
for  which  corporations  may  be organized under this chapter, provided
that it also state that it is  not  formed  to  engage  in  any  act  or
activity  requiring  the  consent  or  approval  of  any state official,
department, board, agency or other body without such consent or approval
first being obtained. By such statement all lawful acts  and  activities
shall  be  within  the  purposes  of the corporation, except for express
limitations therein or in this chapter, if any.
(5) The county within this state in which its office is to be located.
(6) A designation of the secretary of state as  its  agent  upon  whom
process  against  it may be served and the post office address within or
without this state to which the secretary of state shall mail a copy  of
any  process  against  it  served  upon  him or her. The corporation may
include an email address to which the secretary of state shall  email  a
notice  of  the  fact  that  process  against it has been electronically
served upon him or her.
(7) If it is to have a registered agent, his name and  address  within
this  state and a statement that the registered agent is to be its agent
upon whom process against it may be served.
(8) A statement  that  the  foreign  corporation  has  not  since  its
incorporation  or  since  the  date its authority to do business in this
state was last surrendered, engaged  in  any  activity  in  this  state,
except  as  set forth in paragraph (b) of section 1301 (Authorization of
foreign corporations), or in lieu thereof the consent of the  state  tax
commission  to  the  filing  of  the application, which consent shall be
attached thereto.
(b) Attached to the application for authority shall be  a  certificate
by  an  authorized officer of the jurisdiction of its incorporation that
the foreign corporation is an existing corporation. If such  certificate
is  in  a  foreign  language,  a  translation  thereof under oath of the
translator shall be attached thereto.
2023 New York Laws › BSC - Business Corporation › Article 13 - Foreign Corporations › 1305 - Application for Authority; Effect.

§ 1305. Application for authority; effect.
Upon  filing  by  the  department  of  state  of  the  application for
  authority the foreign corporation shall be  authorized  to  do  in  this
  state  any  business  set forth in the application. Such authority shall
  continue so long as it retains its authority to do such business in  the
  jurisdiction  of  its  incorporation and its authority to do business in
  this state has not been surrendered, suspended or annulled in accordance
  with law.
2023 New York Laws › BSC - Business Corporation › Article 13 - Foreign Corporations › 1306 - Powers of Authorized Foreign Corporations.

§ 1306. Powers of authorized foreign corporations.
An  authorized  foreign  corporation  shall  have  such  powers as are
  permitted by the laws of the jurisdiction of its  incorporation  but  no
  greater  powers  than  those  of  a  domestic corporation formed for the
  business set forth in the application for authority.
2023 New York Laws › BSC - Business Corporation › Article 13 - Foreign Corporations › 1308 - Amendments or Changes.

§ 1308. Amendments or changes.
(a)  An  authorized  foreign  corporation  may  amend  or  change  its
application for authority from time to time in any and as  many  of  the
following respects as may be desired if the amendments contain only such
provisions  as  might  be  lawfully  contained  in  an  application  for
authority at the time of making such amendment:
(1) To change its corporate name if  such  change  has  been  effected
under the laws of the jurisdiction of its incorporation.
(2)  To  change its fictitious name filed pursuant to paragraph (d) of
section 1301 of this chapter, to another fictitious name,  if  its  true
corporate name is not available for use in this state.
(3)  To  delete its fictitious name filed pursuant to paragraph (d) of
section 1301 of  this  chapter,  if  its  true  corporate  name  is  now
available for use in this state.
(4)  To adopt a fictitious name when the corporate name is changed and
is not available in this state.
(5) To enlarge, limit  or  otherwise  change  the  business  which  it
proposes to do in this state.
(6) To change the location of its office in this state.
(7)  To  specify  or  change  the  post  office  address  to which the
secretary of state shall mail a copy of any process  against  it  served
upon him.
(8) To make, revoke or change the designation of a registered agent or
to specify or change his address.
(9) To change the jurisdiction of its incorporation if such change has
been effected under laws permitting such a change to occur.
(10)  To  specify,  change  or  delete  the email address to which the
secretary of state shall email a notice of the fact that process against
the corporation has been electronically served upon him or her.
2023 New York Laws › BSC - Business Corporation › Article 13 - Foreign Corporations › 1310 - Surrender of Authority.

§ 1310. Surrender of authority.
(a)  An  authorized foreign corporation may surrender its authority. A
certificate, entitled "Certificate of surrender of authority of ........
(name of corporation) under section 1310  of  the  Business  Corporation
Law", shall be signed and delivered to the department of state. It shall
set forth:
(1)  The name of the foreign corporation as it appears on the index of
names of existing domestic and authorized foreign  corporations  of  any
type  or  kind  in the department of state, division of corporations or,
the fictitious name the corporation has agreed  to  use  in  this  state
pursuant to paragraph (d) of section 1301 of this chapter.
(2) The jurisdiction of its incorporation.
(3) The date it was authorized to do business in this state.
(4) That it surrenders its authority to do business in this state.
(5)  That  it  revokes  the authority of its registered agent, if any,
previously designated and consents that process against it in any action
or special proceeding based upon any liability or obligation incurred by
it within this state before the filing of the certificate  of  surrender
may  be served on the secretary of state after the filing thereof in the
manner set forth in paragraph (b) of section 306 (Service of process).
(6) A post office address within or without this state  to  which  the
secretary  of  state  shall mail a copy of any process against it served
upon him or her. The corporation may include an email address  to  which
the  secretary  of  state  shall email a notice of the fact that process
against it has been electronically served upon him or her.
(b) The department shall not file such certificate unless the  consent
of  the  state  tax commission to the surrender of authority is attached
thereto.
(c) The authority of the foreign corporation to do  business  in  this
state  shall  terminate  on the filing by the department of state of the
certificate of surrender of authority.
(d) The post office address and/or the email address  specified  under
subparagraph  (6)  of  paragraph  (a)  of this section may be changed. A
certificate,  entitled  "Certificate  of  amendment  of  certificate  of
surrender  of  authority of ........ (name of corporation) under section
1310 of the Business Corporation Law", shall be signed  as  provided  in
paragraph  (a) of this section and delivered to the department of state.
It shall set forth:
(1) The name of the foreign corporation.
(2) The jurisdiction of its incorporation.
(3) The date its certificate of surrender of authority  was  filed  by
the department of state.
(4)  The changed post office address, within or without this state, to
which the secretary of state shall mail a copy of any process against it
served upon him or her and/or the changed email  address  to  which  the
secretary of state shall email a notice of the fact that process against
it has been electronically served upon him or her.
2023 New York Laws › BSC - Business Corporation › Article 13 - Foreign Corporations › 1311 - Termination of Existence.

§ 1311. Termination of existence.
When  an  authorized foreign corporation is dissolved or its authority
  or existence is otherwise terminated or cancelled in the jurisdiction of
  its incorporation or when such foreign corporation  is  merged  into  or
  consolidated  with  another  foreign  corporation,  a certificate of the
  secretary of state, or official performing the equivalent function as to
  corporate records, of the jurisdiction of incorporation of such  foreign
  corporation attesting to the occurrence of any such event or a certified
  copy of an order or decree of a court of such jurisdiction directing the
  dissolution   of  such  foreign  corporation,  the  termination  of  its
  existence or the cancellation of its authority shall be delivered to the
  department of state. The filing of  the  certificate,  order  or  decree
  shall  have  the same effect as the filing of a certificate of surrender
  of authority under section 1310 (Surrender of authority). The  secretary
  of  state  shall  continue as agent of the foreign corporation upon whom
  process against it may be served in the manner set  forth  in  paragraph
  (b)  of  section  306  (Service  of  process),  in any action or special
  proceeding based upon  any  liability  or  obligation  incurred  by  the
  foreign  corporation  within  this  state  prior  to  the filing of such
  certificate, order or decree and he or she shall promptly cause  a  copy
  of  any  such  process  to  be  mailed by certified mail, return receipt
  requested, to such foreign corporation at the  post  office  address  on
  file  in his or her office specified for such purpose or a notice of the
  fact that process against such foreign corporation has  been  served  on
  him or her to be emailed to the foreign corporation at the email address
  on file in his or her office specified for such purpose. The post office
  address and/or email address may be changed by signing and delivering to
  the  department  of  state  a  certificate  of  change setting forth the
  statements  required  under  section  1309-A  (Certificate  of   change;
  contents)  to  effect  a  change in the post office address and/or email
  address under subparagraph (a) (7) or (10) of section  1308  (Amendments
  or changes).
2023 New York Laws › BSC - Business Corporation › Article 13 - Foreign Corporations › 1312 - Actions or Special Proceedings by Unauthorized Foreign Corporations.

§ 1312. Actions   or   special   proceedings   by  unauthorized  foreign
corporations.
(a) A  foreign  corporation  doing  business  in  this  state  without
authority  shall  not  maintain any action or special proceeding in this
state unless and until  such  corporation  has  been  authorized  to  do
business  in  this state and it has paid to the state all fees and taxes
imposed under the tax law or any related statute, as defined in  section
eighteen  hundred of such law, as well as penalties and interest charges
related thereto, accrued against the corporation. This prohibition shall
apply to any successor in interest of such foreign corporation.
(b) The failure of a foreign corporation to  obtain  authority  to  do
business  in this state shall not impair the validity of any contract or
act of the foreign corporation or the right of any other  party  to  the
contract to maintain any action or special proceeding thereon, and shall
not prevent the foreign corporation from defending any action or special
proceeding in this state.
2023 New York Laws › BSC - Business Corporation › Article 13 - Foreign Corporations › 1313 - Actions or Special Proceedings by Foreign Corporations.

§ 1313. Actions or special proceedings by foreign corporations.
An  action  or  special  proceeding  may  be  maintained  by a foreign
  corporation, in like manner and subject to the same limitations,  as  an
  action  or  special proceeding brought by a domestic corporation, except
  as otherwise prescribed by statute.
2023 New York Laws › BSC - Business Corporation › Article 13 - Foreign Corporations › 1314 - Actions or Special Proceedings Against Foreign Corporations.

§ 1314. Actions or special proceedings against foreign corporations.
(a)  An action or special proceeding against a foreign corporation may
be maintained by a resident of this state or by a  domestic  corporation
of any type or kind for any cause of action.
(b) Except as otherwise provided in this article, an action or special
proceeding  against  a  foreign corporation may be maintained by another
foreign corporation of any type or kind or  by  a  non-resident  in  the
following cases only:
(1)  Where  it  is  brought  to  recover  damages  for the breach of a
contract made or to be performed  within  this  state,  or  relating  to
property  situated  within  this  state at the time of the making of the
contract.
(2) Where the subject matter of the litigation is situated within this
state.
(3) Where the cause of action arose within this  state,  except  where
the object of the action or special proceeding is to affect the title of
real property situated outside this state.
(4)  Where, in any case not included in the preceding subparagraphs, a
non-domiciliary would be subject to the  personal  jurisdiction  of  the
courts  of  this  state  under section 302 of the civil practice law and
rules.
(5) Where the defendant is a foreign  corporation  doing  business  or
authorized to do business in this state.
(c)  Paragraph  (b)  does  not apply to a corporation which was formed
under the laws of the United States and which  maintains  an  office  in
this state.
2023 New York Laws › BSC - Business Corporation › Article 13 - Foreign Corporations › 1317 - Liabilities of Directors and Officers of Foreign Corporations.

§ 1317. Liabilities of directors and officers of foreign corporations.
(a) Except  as  otherwise  provided in this chapter, the directors and
officers of a foreign corporation  doing  business  in  this  state  are
subject,  to  the  same  extent  as directors and officers of a domestic
corporation, to the provisions of:
(1) Section 719 (Liability  of  directors  in  certain  cases)  except
subparagraph (a) (3) thereof, and
(2) Section   720   (Action   against   directors   and  officers  for
misconduct.)
(b) Any liability imposed by paragraph (a) may  be  enforced  in,  and
such  relief granted by, the courts in this state, in the same manner as
in the case of a domestic corporation.
2023 New York Laws › BSC - Business Corporation › Article 13 - Foreign Corporations › 1318 - Liability of Foreign Corporations for Failure to Disclose Required Information.

§ 1318. Liability  of  foreign  corporations  for  failure  to  disclose
required information.
A foreign corporation doing business in this state shall, in the  same
  manner as a domestic corporation, disclose to its shareholders of record
  who are residents of this state the information required under paragraph
  (c)  of  section  510  (Dividends  or  other  distributions  in  cash or
  property), paragraphs (f) and (g) of section  511  (Share  distributions
  and   changes),  paragraph  (d)  of  section  515  (Reacquired  shares),
  paragraph (c) of section 516 (Reduction of  stated  capital  in  certain
  cases),  and  shall  be liable as provided in section 520 (Liability for
  failure to disclose required information) for failure to comply in  good
  faith with these requirements.
2023 New York Laws › BSC - Business Corporation › Article 13 - Foreign Corporations › 1319 - Applicability of Other Provisions.

§ 1319. Applicability of other provisions.
(a) In  addition to articles 1 (Short title; definitions; application;
certificates; miscellaneous)  and  3  (Corporate  name  and  service  of
process)  and  the  other sections of article 13 (foreign corporations),
the following provisions, to the extent provided therein, shall apply to
a foreign corporation doing  business  in  this  state,  its  directors,
officers and shareholders:
(1) Section  623  (Procedure to enforce shareholder's right to receive
payment for shares).
(2) Section 626 (Shareholders' derivative action brought in the  right
of the corporation to procure a judgment in its favor).
(3) Section  627  (Security  for  expenses in shareholders' derivative
action brought in the right of the corporation to procure a judgment  in
its favor).
(4) Section  630 (Liability of shareholders for wages due to laborers,
servants or employees).
(5)  Sections  721  (  Nonexclusivity  of  statutory  provisions   for
indemnification  of  directors  and officers) through 726 (Insurance for
indemnification of directors and officers), inclusive.
(6) Section 808 (Reorganization under act of congress).
(7) Section 907 (Merger  or  consolidation  of  domestic  and  foreign
corporations).
2023 New York Laws › BSC - Business Corporation › Article 13 - Foreign Corporations › 1320 - Exemption From Certain Provisions.

§ 1320. Exemption from certain provisions.
(a) Notwithstanding  any  other  provision  of this chapter, a foreign
corporation doing business in this state which is authorized under  this
article,  its directors, officers and shareholders, shall be exempt from
the provisions of paragraph (e) of section 1316 (Voting trust  records),
subparagraph  (a)  (1)  of  section  1317  (Liabilities of directors and
officers of foreign corporations), section 1318  (Liability  of  foreign
corporations   for   failure   to  disclose  required  information)  and
subparagraph (a) (4) of section 1319 (Applicability of other provisions)
if when such provision would otherwise apply:
(1) Shares of such corporation were listed on  a  national  securities
exchange, or
(2) Less  than  one-half  of  the total of its business income for the
preceding three fiscal years, or such portion  thereof  as  the  foreign
corporation  was in existence, was allocable to this state for franchise
tax purposes under the tax law.
2023 New York Laws › BSC - Business Corporation › Article 15 - Professional Service Corporations › 1501 - Definitions.

§ 1501. Definitions.
As  used  in  this article, unless the context otherwise requires, the
term: (a) "licensing authority" means the regents of the  university  of
the state of New York or the state education department, as the case may
be,  in  the  case  of all professions licensed under title eight of the
education law, and the appropriate appellate  division  of  the  supreme
court in the case of the profession of law.
(b) "Profession"   includes   any   practice   as   an   attorney  and
counselor-at-law, or as a  licensed  physician,  and  those  occupations
designated in title eight of the education law.
(c) "Professional  service"  means  any  type of service to the public
which may be lawfully rendered by a member of a  profession  within  the
purview of his or her profession.
(d) "Professional  service  corporation" means a corporation organized
under this article.
(e) "Officer" does not include the secretary or an assistant secretary
of a corporation having only one shareholder.
(f) "Other business entity" means any  person  other  than  a  natural
person,   general   partnership   or  a  domestic  or  foreign  business
corporation, and  includes  a  professional  service  limited  liability
company  formed  pursuant  to  the  provisions  of  the New York limited
liability company law.
(g) "Design professional  service  corporation"  means  a  corporation
organized   under  this  article  practicing  professional  engineering,
architecture, landscape architecture, geology,  or  land  surveying,  or
practicing  any  combination of such professions. 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.
(h)  "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)  "Employee  stock  ownership  plan"   (ESOP)   means   a   defined
contribution  plan  established  pursuant  to  Section 4975(e)(7) of the
Internal Revenue Code.
2023 New York Laws › BSC - Business Corporation › Article 15 - Professional Service Corporations › 1504 - Rendering of Professional Service.

§ 1504. Rendering of professional service.
(a)   No   professional   service   corporation,  including  a  design
professional  service  corporation,  may  render  professional  services
except through individuals authorized by law to render such professional
services as individuals.
(b)  Each  final  plan  and  report  made  or  issued by a corporation
practicing one or more of the professions of  professional  engineering,
architecture,  landscape  architecture,  land surveying or geology shall
bear  the  name  and  seal  of  one  or  more  professional   engineers,
architects,   landscape   architects,  land  surveyors  or  professional
geologists, respectively, who are in responsible charge of such plan  or
report.
(c) Each report, diagnosis, prognosis, and prescription made or issued
by  a  corporation  practicing medicine, dentistry, podiatry, optometry,
ophthalmic   dispensing,   veterinary   medicine,   pharmacy,   nursing,
physiotherapy  or  chiropractic  shall bear the signature of one or more
physicians, dentists, podiatrists, optometrists, ophthalmic  dispensers,
veterinarians,  pharmacists, nurses, physiotherapists, or chiropractors,
respectively, who are in responsible charge of such  report,  diagnosis,
prognosis, or prescription.
(d)  Each  record, transcript, report and hearing report prepared by a
corporation practicing certified  shorthand  reporting  shall  bear  the
signature  of  one  or  more  certified  shorthand  reporters who are in
responsible charge  of  such  record,  transcript,  report,  or  hearing
report.
(e)  Each corporation practicing public accounting or certified public
accounting shall maintain records indicating the identity of each public
accountant  or  certified  public  accountant,  respectively,  who   was
responsible  for  each  report  or statement which is issued prepared or
examined by such corporation.
(f) Each opinion prepared by a corporation practicing law  shall  bear
the signature of one or more attorneys and counsellors-at-law who are in
responsible charge of such opinion.
(g)  In  addition to the requirements in subdivisions (b) through (f),
inclusive, each document prepared  by  a  corporation  which  under  the
rules,  regulations,  laws  or  customs  of the applicable profession is
required to bear the signature of an individual in responsible charge of
such document, shall be signed by one or more such individuals.
2023 New York Laws › BSC - Business Corporation › Article 15 - Professional Service Corporations › 1505 - Professional Relationships and Liabilities.

§ 1505. Professional relationships and liabilities.
* (a)  Each  shareholder,  employee or agent of a professional service
corporation and a  design  professional  service  corporation  shall  be
personally  and  fully  liable  and  accountable  for  any  negligent or
wrongful act or misconduct committed by him or by any person  under  his
direct  supervision and control while rendering professional services on
behalf of such corporation.
* NB Effective until July 21, 2024
* (a) (i) Each  shareholder,  employee  or  agent  of  a  professional
service  corporation and a design professional service corporation shall
be personally and fully liable and  accountable  for  any  negligent  or
wrongful  act  or misconduct committed by him or by any person under his
direct supervision and control while rendering professional services  on
behalf of such corporation.
(ii)  An employee stock ownership plan owning greater than twenty-five
percent of the outstanding  shares  of  a  design  professional  service
corporation  organized  under paragraph (b-1) of section fifteen hundred
three of this article shall be under the supervision of the  regents  of
the  university  of the state of New York, shall register with the state
education department and shall be issued  a  certificate  granting  such
employee  stock  ownership  plan  the  authority  to hold shares of such
corporation.  Such  certificate  shall  be   subject   to   professional
misconduct  provisions as set forth in article one hundred thirty of the
education  law.  In  addition,  the  failure  to  maintain   an   active
registration with the state education department shall also subject such
certificate  to  discipline  as  provided  above. The secretary of state
shall be the designated agent for service of process in any disciplinary
matter involving a registered employee stock ownership plan.
(iii) Any such employee stock ownership plan shall not  influence,  or
attempt   to   influence,  any  decisions  that  fall  within  a  design
professional's scope of practice.
* NB Effective July 21, 2024
(b) The relationship  of  an  individual  to  a  professional  service
corporation or a design professional service corporation with which such
individual  is  associated,  whether  as shareholder, director, officer,
employee or agent, shall not modify or diminish  the  jurisdiction  over
him  of  the  licensing  authority  and  in  the case of an attorney and
counsellor-at-law, the other courts of this state.
2023 New York Laws › BSC - Business Corporation › Article 15 - Professional Service Corporations › 1506 - Purposes of Incorporation.

§ 1506. Purposes of incorporation.
No  professional  service  corporation  or design professional service
  corporation shall engage in any business other than the rendering of the
  professional services for which it was incorporated; provided that  such
  corporation  may  invest  its  funds  in real estate, mortgages, stocks,
  bonds or any other type of investments.
2023 New York Laws › BSC - Business Corporation › Article 15 - Professional Service Corporations › 1508 - Directors and Officers.

§ 1508. Directors and officers.
(a)  No  individual  may  be  a  director or officer of a professional
service corporation unless he is authorized by law to practice  in  this
state  a profession which such corporation is authorized to practice and
is either a shareholder of such corporation or engaged in  the  practice
of his profession in such corporation.
(b)  The  directors  and  officers  of  a  design professional service
corporation may include individuals who are  not  design  professionals,
provided   however   that  greater  than  seventy-five  percent  of  the
directors, greater than seventy-five percent of  the  officers  and  the
president,  the  chairperson  of  the  board  of directors and the chief
executive officer or officers are authorized by law to practice in  this
state a profession which such corporation is authorized to practice, and
are  either  shareholders of such corporation or engaged in the practice
of their professions in such corporation.
* (c) The directors and officers  of  any  firm  established  for  the
business  purpose of incorporating as a professional service corporation
pursuant to paragraph (h) of  section  fifteen  hundred  three  of  this
article  may include individuals who are not licensed to practice public
accountancy in any state,  provided  however  that  at  least  a  simple
majority  of  the  directors, at least a simple majority of the officers
and the president, the chairperson of the board  of  directors  and  the
chief executive officer or officers are authorized by law to practice in
any  state  the  profession  which  such  corporation  is  authorized to
practice, and are either shareholders of such corporation or engaged  in
the practice of their professions in such corporation.
* NB Effective June 8, 2024
2023 New York Laws › BSC - Business Corporation › Article 15 - Professional Service Corporations › 1510 - Death or Disqualification of Shareholders.

§ 1510.  Death or disqualification of shareholders.
(a)   A   professional   service   corporation,   including  a  design
professional service corporation, shall purchase or redeem the shares of
a shareholder in case of his death or disqualification pursuant  to  the
provisions  of section 1509 of this article, within six months after the
appointment  of  the  executor   or   administrator   or   other   legal
representative of the estate of such deceased shareholder, or within six
months  after such disqualification, at the book value of such shares as
of  the  end  of  the  month  immediately   preceding   the   death   or
disqualification  of  the  shareholder  as determined from the books and
records of the corporation in accordance  with  its  regular  method  of
accounting.  The  certificate  of  incorporation,  the  by-laws  of  the
corporation or an agreement among the corporation and  all  shareholders
may modify this section by providing for a shorter period of purchase or
redemption,  or  an alternate method of determining the price to be paid
for the shares, or both. If the corporation shall fail  to  purchase  or
redeem such shares within the required period, a successful plaintiff in
an  action  to  recover  the purchase price of such shares shall also be
awarded  reasonable  attorneys'  fees  and  costs.  Limitations  on  the
purchase  or  redemption  of  shares  set  forth  in section 513 of this
chapter shall not apply to the purchase or redemption of shares pursuant
to this section. Nothing herein contained shall  prevent  a  corporation
from  paying  pension  benefits  or other deferred compensation to or on
behalf of a former or deceased officer, director or employee thereof  as
otherwise  permitted by law. The provisions of this section shall not be
deemed  to  require  the  purchase  of  the  shares  of  a  disqualified
shareholder  where  the  period of disqualification is for less than six
months, and the shareholder  again  becomes  eligible  to  practice  his
profession within six months from the date of disqualification.
(b)  Notwithstanding  the provisions of paragraph (a) of this section,
the corporation shall not be required to purchase or redeem  the  shares
of  a  deceased  or  disqualified shareholder if such shares, within the
time limit prescribed by paragraph (a) of  this  section,  are  sold  or
transferred  to  another  professional  pursuant  to  the  provisions of
section 1511 of this article.
2023 New York Laws › BSC - Business Corporation › Article 15 - Professional Service Corporations › 1512 - Corporate Name.

§ 1512. Corporate name.
(a) Notwithstanding  any  other  provision  of  law,  the  name  of  a
professional  service  corporation,  including  a  design   professional
service  corporation,  may  contain  any  word  which,  at  the  time of
incorporation, could be used in the name of a partnership  practicing  a
profession  which the corporation is authorized to practice, and may not
contain any word  which  could  not  be  used  by  such  a  partnership.
Provided,  however,  the  name of a professional service corporation may
not contain the name of a deceased person unless
(1) such person's name was part of the corporate name at the  time  of
such person's death; or
(2) 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.
(b)  The name of a professional service corporation shall end with the
words "Professional Corporation" or the abbreviation "P.C." The name  of
a  design  professional  service  corporation  shall  end with the words
"design professional  corporation"  or  the  abbreviation  "D.P.C."  The
provisions  of  subparagraph one of paragraph (a) of section 301 of this
chapter shall not apply to a professional service corporation.
2023 New York Laws › BSC - Business Corporation › Article 15 - Professional Service Corporations › 1513 - Business Corporation Law Applicable.

§ 1513. Business corporation law applicable.
This  chapter, except article 13 and article 15-A, shall be applicable
  to a professional service corporation, including a  design  professional
  service  corporation,  except  to the extent that the provisions thereof
  conflict  with  this  article.  A  professional   service   corporation,
  including  a design professional service corporation, may consolidate or
  merge only with another corporation  organized  under  this  article  or
  authorized  to  do  business  in  this  state under article 15-A of this
  chapter or authorized and registered to practice the same profession, or
  in the case of a design professional service  corporation  one  or  more
  professions  as  provided  in  paragraph  (e)  of  section  1501 of this
  article, pursuant to the applicable 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, or may be a member  of  a  professional  service  limited
  liability  company,  a  foreign  professional  service limited liability
  company, a registered limited liability partnership or  foreign  limited
  liability  partnership,  and only if all of the professions practiced by
  such corporations, limited  liability  companies  or  limited  liability
  partnerships  could be practiced by a single corporation organized under
  this article.
2023 New York Laws › BSC - Business Corporation › Article 15-A - Foreign Professional Service Corporations › 1526 - Rendering of Professional Service.

§ 1526. Rendering of professional service.
(a)   No   foreign   professional   service   corporation  may  render
professional  services  in  this  state   except   through   individuals
authorized by law to render such professional services as individuals in
this state.
(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,
architects,   landscape  architects,  professional  geologists  or  land
surveyors, respectively, who are in responsible charge of such  plan  or
report.
(c) Each report, diagnosis, prognosis, and prescription made or issued
by  a  foreign  professional  service  corporation  practicing medicine,
dentistry,  podiatry,  optometry,  ophthalmic   dispensing,   veterinary
medicine,  pharmacy,  nursing,  physiotherapy or chiropractic shall bear
the  signature  of  one  or  more  physicians,  dentists,   podiatrists,
optometrists, ophthalmic dispensers, veterinarians, pharmacists, nurses,
physiotherapists, or chiropractors, respectively, who are in responsible
charge of such report, diagnosis, prognosis, or prescription.
(d)  Each  record, transcript, report and hearing report prepared by a
foreign professional service corporation practicing certified  shorthand
reporting  shall  bear  the signature of one or more certified shorthand
reporters who are in responsible  charge  of  such  record,  transcript,
report, or hearing report.
(e)  Each  report  and  statement  prepared  by a foreign professional
service corporation practicing public  accounting  or  certified  public
accounting shall bear the signature of one or more public accountants or
certified  public  accountants,  respectively,  who  are  in responsible
charge of such report or statement.
(f)  Each  opinion  prepared  by  a   foreign   professional   service
corporation  practicing  law  shall  bear  the  signature of one or more
attorneys and counsellors-at-law who are in responsible charge  of  such
opinion.
(g)  In  addition  to  the  requirements in paragraphs (b) through (f)
inclusive herein, each  document  prepared  by  a  foreign  professional
service  corporation which under the rules, regulations, laws or customs
of the applicable profession is required to bear  the  signature  of  an
individual  in  responsible  charge of such document, shall be signed by
one or more such individuals licensed to practice in this state.