Forming a professional corporation, (P.C.) or professional LLC (PLLC) in New York State is more difficult than most of other sates. Because in NYS, it is a dual process.
First, you have to get consent from Education Department (excepted for a law firm, just attached a good standing file directly with Department of State), then you go to the Department of State to file the Certificate of Incorporation.
Second, only members of the same profession can be shareholders of a professional corporation in many (but not all) provinces. The officers and directors of a professional corporation must generally be shareholders of the corporation as well.
Many states are not required Education Department’s consent for filing a P.C. And many states allowed a non-professional be a shareholder or officer in a P.C. But not for NYS.
Even thou you need to have a consent from Education Department first, but you have to check the name available from the Department of State, before getting a consent from Education Department.
Many people calling Education Department for opining to file the application. But don’t take the person on the phone’s answer as an official answer. It happened to me when I follow their answers to file the application then got rejected.
From my experience, choosing a name for the P.C. is most important. Most the rejections are due to the improper names.
The corporate name must end with the words “Professional Corporation” or“P.C.”. The limited liability company name must end with the words“Professional Limited Liability Company” or “Limited Liability Company” or“P.L.L.C.”, “PLLC”.
For the profession of medicine, licensed physicians may use the initials “M.D.”after their name in an entity title only if they have earned that specificacademic degree.
The following is the filing tips I copied some from NYS Education Department’s website, I found it is very helpful:
Submitting an explanation of a proposed entity name does not guarantee that the name will beapproved. The Office of the Professions will review the explanation to determine acceptability.
All CPA firms must submit the CPA form 6R and associated fee when submitting the Certified Copy tothe Office of the Professions.
Your application will be rejected if your entity name does not contain the profession being practiced.Regulations of the Commissioner of Education, Part 59, Section 59.10(c)(1).
Your application will be rejected if your entity includes only one member as an owner and your entityname includes plural terms such as group, associates, physicians, etc. ( Business Corporation Law,Article 15; Regulations of the Commissioner of Education, Part 59, Section 59.10; Board of RegentsRule 29.1).
Your application will be rejected if you do not submit an explanation for words used in your entity namethat are: initials, foreign words, surnames, abbreviations or words not commonly used in connectionwith the profession(s) being practiced (Business Corporation Law, Article 15; Regulations of theCommissioner of Education, Part 59, Section 59.10; Board of Regents Rule 29.1).
Your application will be rejected if you do not state the appropriate purpose of your entity. The purposemust match the professional title as used in Title VIII of the Education Law and Board of Regents Rule29.1. (Business Corporation Law, Article 15).
Your application will be rejected if the following terms are used in the name of the entity:
Misleading Words That Are Not Allowed in the Name of an Entity Cure Healing International Management
Your application will be rejected if you use a specialty area in the name but you do not submit boardcertification documentation in that specialty area. This applies to the professions of physical therapy,dentistry, medicine and veterinary medicine. (Regulations of the Commissioner of Education, Part 59,Section 59.10)
Please be aware that assumed names and dbas must still meet the same naming requirements asoriginal names.
Your entity will not be listed on the Office of Professions website until you submit a certified copy ofyour filing from the New York Department of State to the New York State Education Department, Officeof the Professions, Professional Corporation Unit (Business Corporation Law, Article 15).
Your application will be rejected if there is a reasonable belief that there is an affiliation with anotherseparate and distinct entity and if the name of the proposed entity reasonably implies such affiliation,this includes using the initials of another company as the name of the proposed entity (Board ofRegents Rule 29.1).
For the completed guild lines, please check with NYS Education Website.