Section IV Foreign Professional Service Corporations (PC)

Instructions for how to File a Foreign Professional Service Corporations (PC)

All documents relative to corporate filings will be mailed directly to the name and address listed under “Filer’s Name and Mailing Address” on your Certificate of incorporation.

PLEASE NOTE, IN ORDER TO QUALIFY IN NEW YORK AS A FOREIGN PROFESSIONAL CORPORATION (P.C.) YOUR ENTITY MUST BE ORGANIZED AS A PROFESSION CORPORATION IN ITS ORIGINAL JURISDICTION.

1. You must obtain a Certificate of Authority from the Office of the Professions. This can only be applied for through the mail.
   THE APPLICATION CONSISTS OF THE BELOW DOCUMENTS AND A FILING FEE OF $50.00
   Application for Authority 1530 *Corporate indicator P.C. must be entered on the 2nd line of the first paragraph if not used in the original jurisdiction.
   Professional Corporations Contact Information Form (nysed.gov)
   Affidavit PPE
   
   Articles of Incorporation/ all Articles of Amendment filed in original jurisdiction. (Must include verification of purpose).
   
   Attestation signed by President listing all current shareholders, officers, and directors, signed under penalties of perjury .
   
   Satisfactory evidence of licensure in original jurisdiction for all shareholders/officers/directors. This can be verification from the licensing authority website or a copy of their license or registration.
   
   Proof of licensure and current registration in New York for at least one of the shareholders, officers and/or directors.
   
   Certificate of Assumed Name, if needed. (This would be used to add a profession to name of corporation or bring the name into compliance with New York State requirements.)
   
   Note: Fictitious names are only used if the original name is not available in New York State. If a fictitious name must be used due to a name conflict identified by the Department of State, no Certificate of Assumed is required
    
   • The filing fee must be paid with either a check or money order payable to New York State Education Department
   • The mailing address to submit the Certificate of Authority application is
     New York State Education Department
     Division of Professional Licensing Services
     Professional Corporations Unit
     89 Washington Avenue
     Albany, NY 12234-1000
   • The Certificate of Authority will be sent to you by mail along with a copy of the Application for Authority you'd submitted.
2. You must submit both the Certificate of Authority and Application for Authority to the Department of State along with all applicable fees. When submitting, you must specifically request that the Department of State return a Certified Copy of the Application for Authority to you. Please contact the Department of State for any questions regarding Step 2. (518) 473-2492
    
3. To complete registration, you must mail the Certificated Copy of theApplication for Authority to the Office of the Professions.
   • Certified Copy of the Application for Authority
   • Check or Money Order for $20.00 payable to New York State Education Department
     Mailing Address:
     New York State Education Department
     Division of Professional Licensing Services
     Professional Corporations Unit
     89 Washington Avenue
     Albany, NY 12234-1000

If you are required to file a Certificate of Assumed Name, steps 2 and 3 must also be completed for the Certificate of Assumed Name.

PLEASE SEE FILING TIPS AT FOLLOWING LINK BEFORE STARTING YOUR APPLICATION - Filing Tips

Instructions for How to a File a Certificate of Amendment for a Foreign Professional Corporation (P.C.)

1. You must obtain a Certificate of Authority from the Office of the Professions. This can only be applied for through the mail.
   THE APPLICATION CONSISTS OF THE BELOW DOCUMENTS AND A FILING FEE OF $20.00
   Certificate of Amendment 1309
   Professional Corporations Contact Information Form (nysed.gov)
   Affidavit PPE *Proposed amended entity name must be stated in sections 4 and 6, if name change is being filed*
   Attestation signed by President listing all current shareholders, officers, and directors, signed under penalties of perjury. Professional license numbers and residence addresses must also be listed.
   Copy of related amendment filed in corporation's original jurisdiction.
   • The filing fee must be paid with either a check or money order payable to New York State Education Department
   • The mailing address to submit the Certificate of Authority application is
     New York State Education Department
     Division of Professional Licensing Services
     Professional Corporations Unit
     89 Washington Avenue
     Albany, NY 12234-1000
   • The Certificate of Authority will be sent to you by mail along with a copy of the Certificate of Amendment you'd submitted.
2. You must submit both the Certificate of Authority and Certificate of Incorporation to the Department of State along with all applicable fees. When submitting, you must specifically request that the Department of State return a Certified Copy of the Certificate of Amendment to you. Please contact the Department of State for any questions regarding Step 2. (518) 473-2492
3. To complete registration, you must mail the following items to The Office of the Professions.
   • Certified Copy of the Certificate of Amendment
   • Check or Money Order for $20.00 payable to New York State Education Department
     Mailing Address:
     New York State Education Department
     Division of Professional Licensing Services
     Professional Corporations Unit
     89 Washington Avenue
     Albany, NY 12234-1000

PLEASE SEE FILING TIPS AT FOLLOWING LINK BEFORE STARTING YOUR APPLICATION - Filing Tips

NY Business Corporation Law § 1525(d) provides that “Foreign professional service corporation” means a professional service corporation, whether or not denominated as such, organized under the laws of a jurisdiction other than this state, all of the shareholders, directors and officers of which are authorized and licensed to practice the profession for which such corporation is licensed to do business; except that all shareholders, directors and officers of a foreign professional service corporation which provides health services in this state shall be licensed in this state.

1. New York Licensure Requirements

   Section 1530(b)(2) of the Business Corporation Law provides that a Certificate or Certificates issued by the licensing authority be attached to the Application for Authority. This Certificate will affirm that each individual within the corporation intending to practice the profession or professions in this State is licensed and currently registered to practice said profession or professions in this State.

   Section 1530(b)(3) provides that in the case of foreign professional service corporations providing health services (see Section I, "Professions Under Jurisdiction of the State Education Department" for a list of health services professions), that each shareholder, officer and director of the foreign professional service corporation must be licensed to practice said profession(s) in New York State and the original jurisdiction.

2. Documentation to be Filed with the New York State Education Department
   
   A Certificate of Authority will be issued upon receipt of the appropriate fee and the requirements enumerated below. Each applicant must submit:
   1. a completed Application for Authority pursuant to Section 1530 of the Business Corporation Law (additional information regarding the Application for Authority is available from the Department of State at https://dos.ny.gov/system/files/documents/2018/11/1627-f.pdf  );
   2. a copy of the Certificate of Incorporation and any Certificates of Amendment filed in the original jurisdiction and verification of the purpose of the entity in the original jurisdiction;
       
   3. an affidavit, signed by the president of the corporation, listing all of the current shareholders, officers and directors of the corporation. In addition, each individual within the corporation intending to practice the profession or professions in this State is licensed to practice said profession or professions in this State. A New York state License number must be provided for each such individuals; and
       
   4. satisfactory evidence of licensure in the original jurisdiction for each shareholder, officer and director of the corporation. This may be verification of licensure and registration from the licensing authority in the original jurisdiction or a copy of a current license and registration certificate. In addition, each individual within the corporation intending to practice the profession or professions in this State is licensed to practice said profession or professions in this State; and
       
   5. a Professional Corporations Corporate Contact Information Form .
      
      Health services foreign professional service corporations must also present satisfactory evidence of licensure in New York State for each of the shareholders, officers, and directors, as well as the original jurisdiction.
   6. Please complete this affidavit as part of the process.

   Generally, the corporate name to be used in New York State shall be exactly as in the original jurisdiction with the addition of PC or Professional Corporation. The exception to this general rule is if this name would not be consistent with New York State rules and regulations. Specifically, if the name includes a reference to a specialized area of professional practice, satisfactory evidence must be submitted substantiating the authority to use such specialty designation.

   Foreign professional service corporation names used in New York State must also satisfy all other conditions that are required of corporations originally formed in New York State (see Section III "Domestic Professional Service Corporations (PC)"). If the name of the corporation in the original jurisdiction does not reference the profession to be practiced, a Certificate of Assumed Name must also be filed along with the application to the New York State Education Department. (Additional information regarding the Certificate of Assumed Name is available from the Department of State at https://dos.ny.gov/system/files/documents/2019/01/1338-f_0.pdf .)

   Please be aware that listing your business address in the paragraph which designates the Secretary of State as agent of the professional corporation upon whom process against it may be served, may help to assure that you receive all future correspondence from our department in a timely manner. In addition, please be aware that business addresses will be available to the public.

3. Annual Statement

   On or before July 1 of each year, every foreign professional service corporation shall furnish a statement and required statement fee (see Section XI, "State Education Department Fees") to the State Education Department listing the name and residence address of each shareholder, director, officer and corporate employee licensed by New York State and certifying that all individuals intending to practice the profession which such foreign professional service corporation is authorized to practice in this State, are licensed and currently registered to practice said profession in New York State. In the case of foreign professional service corporations providing health services, such statement shall also certify that each shareholder, officer and director of the corporation is licensed to practice in this State including a current registration of any New York State license. The statement must be signed by the president or any vice-president of the corporation and attested to by the secretary or any assistant secretary of the corporation.

   A copy of any amendment or changes filed to the Certificate of Incorporation, or changes regarding the shareholders, officers and directors in the original jurisdiction, as well as any changes to the individuals who are practicing in New York State, should be reported to the State Education Department within 30 days.

   Annual statements are routinely mailed to properly formed foreign professional service corporations by the State Education Department. It is the corporation's responsibility to return these completed statements and the required fee in a timely manner.