Fill and Sign the New York Corporation Buy Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. STATE OF NEW YORK PROFESSIONAL SERVICE CORPORATION PACKAGE Control Number: NY-00INC2 The contents of this package are as follows: 1. Statutory Reference 2. Introductory Notes and Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer PROFESSIONAL SERVICE CORPORATION PACKAGE STATE OF NEW YORK Electronic Version STATUTORY REFERENCES New York Consolidated Laws, Chapter 4 (Business Corporation Law) and specifically Article 15 (Professional Service Corporations). Link: http://assembly.state.ny.us/leg/?cl=13 New York State Education Department, Office of the Professions Access through this link: http://www.op.nysed.gov (See, List of Professions link, at top) INTRODUCTORY NOTES AND LAW SUMMARY The corporate practice of a profession in the State of New York is controlled generally by the Business Corporation Law as set out in NEW YORK CONSOLIDATED LAWS, Chapter 4. However, within that Chapter, there are specific provisions applicable to professional service corporations contained in Article 15. In addition to the statutory provisions relative to the corporate practice of a given profession and the profession specific provisions of applicable law, both individuals and professional service corporations which engage in a specific profession are subject to the rules and regulations of the New York State Board for that profession. The primary distinctions between a "regular" corporation and a professional service corporation organized to engage in the practice of a profession are: CERTIFICATE OF INCORPORATION In addition to meeting the standard statutory requirements, the certificate of incorporation of a professional service corporation must state the profession to be practiced by the corporation and the names and residence addresses of all individuals who are to be the original shareholders, directors and officers of the corporation. There must be attached to the certificate of incorporation certifications from the New York State Board for your profession certifying that each of the proposed shareholders, directors and officers is authorized by law to practice the profession in the State of New York. Within thirty days after the certificate of incorporation is filed, a certified copy of the certificate of incorporation must be filed with the New York State Board for your profession. RENDERING PROFESSIONAL SERVICE No professional service corporation may render professional services except through individuals authorized by law to render such professional services as individuals. PROFESSIONAL RELATIONSHIP AND LIABILITY Every shareholder, employee or agent of a professional service corporation is personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by him/her or by any person under his/her supervision and control while rendering professional services on behalf of such corporation. The relationship of an individual to a professional service corporation with which that individual is associated, whether as shareholder, director, officer, employee or agent, does not modify or diminish the jurisdiction over the individual by the New York State Board for your profession. CORPORATE PURPOSE A professional service corporation organized to engage in the practice of a profession cannot engage in any other business. The corporation may invest its funds in real estate, mortgages, stocks, bonds or any other type of investments. ISSUANCE OF SHARES The corporation may issue shares only to individuals who are authorized to practice __________________ in New York. No shareholder of a the corporation is allowed to enter into a voting trust agreement, proxy, or any other type agreement that vests in anyone, other than another shareholder of the same corporation or a person who would be eligible to become a shareholder. All shares issued, agreements made, or proxies granted in violation of this restriction are void. DIRECTORS AND OFFICERS All officers and directors of the corporation must be licensed to practice a profession in the State of New York. All officers and directors of the corporation must be shareholders of the corporation OR engaged in the practice of the profession . NOTE: This form packet provides that all officers and directors MUST be shareholders . DISQUALIFICATION If any shareholder, director, officer or employee of a professional service corporation organized to engage in the practice of becomes legally disqualified to practice the profession in New York, that individual MUST immediately sever all employment with and financial interests in the corporation. All provisions of law regulating the rendering of professional services by a person elected or appointed to a public office shall be applicable to a shareholder, director, officer and employee of such corporation. The legal disqualification to practice the profession in New York by statute constitutes an irrevocable offer by the disqualified shareholder to sell his shares to the corporation pursuant to statutory provisions or, if applicable, as set out in the certificate of incorporation, the by-laws of the corporation, or by agreement between the corporation and all shareholders. A professional service corporation's failure to enforce compliance with this statutory provision constitutes a ground for forfeiture of its certificate of incorporation and its dissolution. DEATH OR DISQUALIFICATION OF SHAREHOLDERS A professional service corporation must purchase or redeem the shares of a shareholder who dies or is disqualified 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. The purchase price of such shares must be at the book value of those 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 between the corporation and all shareholders incorporation may modify the statutory provisions by providing for a shorter period of purchase or an alternate method of determining the price to be paid for the shares, or both. If the corporation fails to purchase or redeem such shares within the required period, a successful plaintiff in an action to recover the purchase price of the shares is also be awarded reasonable attorneys` fees and costs. The statutory provisions regarding the purchase of the shares of a disqualified shareholder are not applicable if the period of disqualification is less than six months and the shareholder becomes eligible to practice the profession within six months from the date of disqualification. The statutory provisions regarding the purchase of the shares of a disqualified shareholder are not applicable if the shares, within the time limit prescribed, are sold or transferred to another person licensed to practice the profession in the State of New York. TRANSFER OF SHARES No shareholder of a professional service corporation may sell or transfer his except to another individual who is licensed to practice the profession in the State of New York. Any sale or transfer of shares, except by operation of law or court decree or except for a corporation having only one shareholder, may be made only after the transfer is approved by the board of directors, or at a shareholders' meeting specially called for such purpose. In that event, approval of the transfer must be by not less than a majority of the outstanding shares or as may be provided in the certificate of incorporation or in the by-laws of the corporation. The certificate of incorporation or the by-laws of the corporation, or the professional service corporation and the shareholders by private agreement, may provide, in lieu of or in addition to the foregoing restrictions, for the alienation of shares and may require the redemption or purchase of such shares by such corporation at prices and in a manner specifically set forth in the certificate of incorporation or the by-laws. Any restrictions on the sale or transfer of shares must be noted conspicuously on the face or back of every certificate for shares issued by the corporation. Any sale or transfer in violation of such restrictions shall be void. CORPORATE NAME "…[T]he name of a 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…. [The] corporate name shall end with the words "Professional Corporation" or the abbreviation "P.C." PRIOR TO FILING THE APPLICATION FOR RESERVATION OF ENTITY NAME AND/OR THE CERTIFICATE OF INCORPORATION FORMING A PROFESSIONAL SERVICE CORPORATION WHOSE PURPOSE IS TO ENGAGE IN THE PRACTICE OF A PROFESSION, YOU SHOULD CONFIRM WITH THE NEW YORK STATE BOARD FOR YOUR PROFESSION THAT YOU ARE IN FULL COMPLIANCE WITH ALL OF THE BOARD'S RULES AND REQUIREMENTS. * * * FORMS LIST The following forms are available for download with this package.  NY-NAMERESV: Application for Reservation of Entity Name  NY-00INCP: Certificate of Incorporation  NY-PC-TL: Sample Transmittal Letter  NY-PC-OM: Sample Organizational Minutes  NY-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  NY-PC-AM : Sample Annual Minutes  NY-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * NOTES ON DOWNLOADING THE FORMS In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * NOTES ON COMPLETING THE FORMS The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * STEPS TO INCORPORATE The practice of a state-licensed profession in the State of New York is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the New York Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc. Step 1: See FORM: NY-NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME It is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available. You may skip this step and go to Step 2, but if the corporate name you have selected is not available, the Articles of Incorporation will be rejected and returned to you. ► This form should be typed or printed in BLACK ink. ► Provide the Applicant's name and address. ► Provided the corporate name that you want to reserve.  The name of a 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.  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.  The corporate name MUST end with the words "Professional Corporation" or the abbreviation "P.C." of a professional service corporation MUST contain the word "corporation," "incorporated," or "limited," or shall contain an abbreviation of one of such words.  The name MUST be distinguishable from the names of corporations of any type or kind, or a fictitious name of an authorized foreign corporation filed pursuant to New York law, as such names appear on the index of names of existing domestic and authorized foreign corporations of any type or kind, including fictitious names of authorized foreign corporations filed in the department of state, division of corporations, or a name the right to which is reserved.  The name MUST NOT contain any word or phrase, or any abbreviation or derivative thereof, the use of which is prohibited or restricted by any other statute of this state, unless in the latter case the restrictions have been complied with.  The name of a corporation MAY NOT contain any word or phrase, or any abbreviation or derivative thereof, in a context which indicates or implies that the corporation, if domestic, is formed or, if foreign, is authorized for any purpose or is possessed in this state of any power other than a purpose for which, or a power with which, the domestic corporation may be and is formed or the foreign corporation is authorized.  The name MUST NOT contain the following phrases or any abbreviation or derivative thereof: board of trade, state police, chamber of commerce, state trooper, community renewal, tenant relocation, corporation, urban development, incorporated, urban relocation, or partnership.  The name MUST NOT, unless the approval of the state board of standards and appeals is attached to the certificate of incorporation, or application for authority or amendment thereof, contain any of the following words or phrases, or any abbreviation or derivative thereof: union, labor, council, industrial organization, in a context which indicates or implies that the domestic corporation is formed or the foreign corporation authorized as an organization of working men or women or wage earners or for the performance, rendition or sale of services as labor or management consultant, adviser or specialist, or as negotiator or arbitrator in labor- management disputes.  The name MAY NOT, unless the approval of the state department of social services is attached to the articles of incorporation or application for authority, contain the word "blind" or "handicapped." Such approval shall be granted by the state department of social services if in its opinion the word "blind" or "handicapped" as used in the corporate name will not tend to mislead or confuse the public into believing that the limited liability company is organized for charitable or nonprofit purposes related to the blind or the handicapped.  The name MUST NOT contain any word or phrase, or any abbreviation or derivation thereof, which, separately, or in context, shall be indecent or obscene, or shall ridicule or degrade any person, group, belief, business or agency of government, or indicate or imply any unlawful activity.  The name MUST NOT, unless the approval of the attorney general is attached to the certificate of incorporation, or application for authority or amendment thereof, contain the word "exchange" or any abbreviation or derivative thereof. Such approval shall not be granted by the attorney general, if in his opinion the use of the word "exchange" in the proposed corporate name would falsely imply that the corporation conducts its business at a place where trade is carried on in securities or commodities by brokers, dealers, or merchants.  The name MUST NOT contain a word or phrase, or abbreviation or derivative of a word or phrase, which indicates or implies that the corporation is formed for a purpose other than the one or more of the purposes permitted by its articles of incorporation. ► A corporate name reservation is valid for a 60 day period. The reservation can be extended for ONLY two additional 60 day periods. ► File the original and one copy of the Application for Reservation of Name. ► You will, upon approval and reservation of the name, be issued a Certificate of Reservation. THIS CERTIFICATE MUST BE ATTACHED TO THE CERTIFICATE OF INCORPORATION WHEN FILED. Mail the original and one copy of your APPLICATION FOR RESERVATION OF NAME along with the filing fee (Make check payable to the Department of State) to: NYS Department of State Division of Corporations 41 State Street Albany, NY 12231-0001 Telephone: (518) 474-0050 Fax: (518) 474-4765 Step 2: See FORM: NY-00INCP CERTIFICATE OF INCORPORATION Once you have reserved the corporate company name, or if you have chosen to proceed without reserving a name, you are ready to complete the Certificate of Incorporation. ► The Certificate of Incorporation MUST be typewritten or printed legibly in black ink. ► The filing fee for the Certificate of Incorporation is $125.00 + applicable tax on shares (minimum $10.00). ► File the original and one copy of the Certificate Incorporation. Be sure to attach the Certificate of Reservation if you have reserved a corporate name . NOTE: You must attach to the Certificate of Incorporation a certificate or certificates issued by the licensing authority certifying that each of the proposed shareholders, directors and officers is authorized by law to practice a profession which the corporation is being 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. EXPEDITE INFORMATION Depending on the workload of the Division of Corporations at any specific time, the filing of a certificate of incorporation will take from one to four weeks to complete. The Division of Corporations offers optional services for the expedited processing of time-sensitive documents. For an additional fee, the Division ensures that a filing is processed within the following time frames for the additional fee indicated: (1) within 2 hours for an additional fee of $150, (2) the same day for an additional fee of $75, and (3) within 24 hours for an additional fee of $25. Please note that fees for expedited handling must be paid by separate check or money order and may not be combined with any other fees that may be due. You may obtain expedited processing by submitting the appropriate nonrefundable fee and noting on the envelope "Attention: Expedited Handling." THESE FEES ARE SUBJECT TO CHANGE. CHECK WITH THE DIVISION FOR UPDATED FEES IF YOU ARE SEEKING EXPEDITED SERVICE. Expedited handling will ensure that your certificate of incorporation is processed within 24 hours of the time it is received by the Division of Corporations. The certificate will either be filed within 24 hours or returned to you for correction. SPECIAL TAX INFORMATION Section 180 of the Tax Law requires that, “…Every stock corporation incorporated under any law of this state and every corporation formed under the business corporation law of this state shall pay a tax of one-twentieth of one per centum upon the amount of the par value of all the shares with a par value which it is authorized to issue and a tax of five cents on each share without a par value which it is authorized to issue, and a like tax upon any shares subsequently authorized….” THIS TAX, TOGETHER WITH THE FILING FEE OF $125, MUST BE PAID WHEN YOU FILE THE CERTIFICATE OF INCORPORATION. The Department of Taxation and Finance should be contacted directly if you have questions, concerns or problems regarding state tax matters including corporate franchise tax, subchapter S status, collection of sales and use taxes, state employer withholding taxes or miscellaneous business taxes. You may contact the Department at: NYS Tax Department Taxpayer Assistance Bureau W. A. Harriman Campus Albany, NY 12227 For information — The Business Tax Information Center Toll free (from continental U.S. only), 1-800-972-1233 Toll free (from New York State only) 1-800 CALL TAX (1-800-225-5829) From areas outside New York State, call (518) 438-8581 Step 3: Mail the original and one copy of the CERTIFICATE OF INCORPORATION and the $125.00 filing fee and applicable tax (payable to the Department of Taxation and Finance) and expedite fees (make separate checks payable to Department of State) to: New York Department of State Division of Corporations 41 State Street, Albany, NY 12231 Fax: (518) 474-4765 Telephone: (518) 474-0050 A sample cover letter to send with the Certificate of Incorporation is included for download. See FORM: NY-PC-TL SAMPLE TRANSMITTAL LETTER Step 4: Upon return of the Certificate of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: NY-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: NY-PC-BL SAMPLE BY-LAWS Step 5: Apply for a Federal Tax Identification Number. Use IRS-SS-4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 8: Open a Corporate bank account and conduct business. Step 9: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: NY -PC-AM General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: NY-PC-CR * * * ACCESSORIES U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * DISCLAIMER THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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