How to Convert an Existing New York Professional Corporation into a Design Professional Service Corporation

  • Contact the NYS Department of Taxation and Finance to obtain a Corporate Tax Search for the PC (takes about 7-10 days).
  • If not clear, then any deficiencies will need to be corrected before any filing can be done.
  • Prepare a Certificate of Amendment to the Certificate of Incorporation to change the name from the PC to DPC.
  • There are specific disclosures required in this Certificate of Amendment, which are found in the NYS Office of the Professions website.
  • Consider whether you should effect any other amendments to the Certificate of Incorporation, e.g., increasing the number of authorized shares, changing the address for service of process.
  • Prepare a Moral Attestation form for any incoming unlicensed employee shareholders; the template is located on the NYS Office of the Professions website.
  • Review corporate bylaws and existing shareholders agreement for corporate action requirements; prepare proper minutes for approving the conversion and any other actions being taken.
  • Prepare a letter affirmation to the NYS Office of the Professions on the PC letterhead that sets lists the PC’s shareholders, officers and directors, and their respective NYS license numbers (“Affirmation”).
  • File the Certificate of Amendment, Corporate Tax Search, Moral Attestation(s), Affirmation, and copies of the licensed shareholders licenses with the NYS Office of the Professions for approval (usually this takes 2-6 weeks).
  • Once approved by the NYS Office of the Professions, file a copy of the approval along with the Certificate of Amendment with the NY Department of State.
  • Obtain two certified copies of the filed Certificate of Amendment from the NY Department of State, one copy for corporate records and one for filing with the NYS Office of the Professions.
  • Order a new corporate kit with corporate seal and new stock certificates under the DPC name.

About The Author

Eric R. Morgenweck, Esq. is an Associate-Principal at Zetlin & De Chiara LLP. Eric frequently consults with design professional clients on corporate and business matters, including entity formation and corporate governance issues, ownership agreements, ownership transition and employment issues. Zetlin & De Chiara LLP is a leading construction law firm based in New York City.

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