Section V
Design Professional Corporations (D.P.C.)

Effective January 1, 2012, Section 1503 of the Business Corporation Law was amended to permit the incorporation of design professional service corporations (engineering, architecture, landscape architecture, land surveying, or any combination thereof) first organized on or after 1/1/2012, in which non-professionals may own less than 25 percent of the shares and may constitute less than 25 percent of director and officer positions. The shareholders of a design professional corporation may include employee stock ownership plans (ESOP) and employees of the corporation who are not licensed as design professionals, provided that:

  • Greater than 75% of the outstanding shares of stock of the corporation are owned by design professionals;

  • An ESOP, either in part or in its entirety, may not constitute part of the greater than 75% owned by design professionals;

  • Greater than 75% of the directors are and were design professionals;

  • Greater than 75% of the of the officers are and were design professionals;

  • The president, the chairperson of the board of directors and the chief executive officer or officers are and were design professionals; and

  • The single largest shareholder is and was either a design professional or an ESOP with greater than 75% of the plan’s voting trustees being design professionals and greater than 75% of the plan’s committee member’s being design professionals.

Section 1503 of the Business Corporation Law also states that a certificate or certificates issued by the New York State Education Department must be attached to the Certificate of Incorporation of every Design Professional Corporation. The certificate shall certify:

That each of the proposed shareholders, directors, and officers who is listed as a design professional 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.
That the president, the chairperson of the board of directors, and the chief executive officer or officers are authorized by law to practice a profession which the corporation is being organized to practice. That each of the shareholders, directors, officers, and owners have been deemed to have been of good moral character, as may be established by the regulations of the Commissioner of Education.
  1. Obtaining a Certificate of Authority

    A Certificate of Authority will be issued upon receipt of:

    1. Appropriate fee;

    2. Certificate of Incorporation meeting the requirements listed below:

      1. The Certificate of Incorporation must specify a corporate name which meets the requirements of Business Corporation Law Section 1512 and the requirements of Part 29 of the Rules of the Board of Regents and Part 59 of the Regulations of the Commissioner of Education as follows:

        1. The proposed name of the corporation appropriately describes the profession or professions practiced and the services to be provided and is not false, fraudulent, deceptive or misleading.
        2. If the proposed name of the corporation includes a reference to a specialized area of professional practice, satisfactory evidence must be submitted substantiating the authority to use such specialty designation.
        3. The name of a design professional service corporation may not contain the name of a deceased person unless:
          • such person's name was part of the corporate name at the time of such person's death; or
          • 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.
          Such exceptions must be documented by an affidavit signed by an official of the professional corporation and such other documentation as may be required by the Department.
        4. Such corporate name shall end with the words "Design Professional Corporation" or the abbreviation "D.P.C."

      2. State the profession or professions to be practiced by such corporation.
      3. State the names and residence addresses of all individuals or ESOP’s (Employee Stock Ownership Plan) who are to be the original shareholders, directors, and officers of such corporation.
      4. Indicate the profession or professions of each original shareholder, director, and officer who is a design professional.
      5. State the ownership interest of each original shareholder.
      6. Indicate the names of the original officers and directors who are the president, the chairperson of the board of directors and the chief executive officer or officers. Please Note: Your certificate of incorporation must list a president and a chairperson of the board of directors and a chief executive officer.

    3. Moral Character Attestation of each Unlicensed Shareholder, Officer, or Director. Print form here.

    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.

  2. Filing a Certified Copy of Certificate of Corporation
  3. Within thirty days after the filing of the Certificate of Incorporation with the Department of State, a certified copy of the Certificate and of each amendment thereto must be filed by the corporation along with the required filing fee (see Section XI, "State Education Department Fees") with the Professional Corporations Unit of the State Education Department.

    Please note: Section 7210 of New York State Education Law requires those D.P.C.s offering Professional Engineering and/or Land Surveying to also submit an application and fee for a Certificate of Authorization.

  4. Furnishing a Triennial Statement
  5. Each design professional service corporation must, on a date set by the New York State Education Department, furnish a statement and pay a statement fee to the Department. The statement must list the names and residence addresses of each shareholder, director, and officer of such corporation and certify as the date of certification and at all times over the entire three year period that:

    1. Greater than 75% of the outstanding shares of stock of the corporation are and were owned by design professionals;

    2. Greater than 75% of the directors are and were design professionals;

    3. Greater than 75% of the of the officers are and were design professionals;

    4. The president, the chairperson of the board of directors and the chief executive officer or officers are and were design professionals; and

    5. The single largest shareholder is and was either a design professional or an ESOP with greater than 75% of the plan’s voting trustees being design professionals and greater than 75% of the plan’s committee member’s being design professionals.

    The statement must be signed by the president or any design professional vice-president and attested to by the secretary or an assistant secretary of the corporation.

    Triennial statement forms are routinely mailed by the Division of Professional Licensing Services for completion by the professional corporation. It is the corporation’s responsibility to maintain a current address with the Division of Professional Licensing Services and to return these completed statements along with the required fee in a timely manner.

For information on how professional corporations in good standing can convert to a design professional corporation, click here.

To download a "checklist" of requirements for filing a Design Professional Corporation, click here.

Frequently Asked Questions


Introduction

Prior to January 1, 2012, the ownership of registered limited liability partnerships (RLLP), professional service limited liability companies (PLLC), and professional service corporations (PC) in New York has been restricted to design professionals licensed and registered pursuant to the New York State Education Law. Specifically these professions include architecture, landscape architecture, engineering, and land surveying.

However, as of January 1, 2012, chapter 550 of the Laws of 2011 amends the Business Corporation Law and the Education Law to authorize a new type of professional service corporation to be known as a "design professional service corporation", or "D.P.C." Unlike existing business structures, design professional service corporations will have the flexibility of offering an ownership interest in the corporation to non-licensees. Chapter 550 also requires that greater than 75% of the stock be owned by design professionals, that greater than 75% of the directors and officers be licensed and registered design professionals, and that the largest single shareholder be a licensed and registered design professional or, with certain restrictions as discussed in item 6 below, an Employee Stock Ownership Plan (ESOP). The president, chief executive officer and the chair of the board of directors also must be licensed and registered design professionals.

Please note: The ownership of RLLP's, PLLC's, and PC's providing architecture, landscape architecture, engineering and/or land surveying services will still be restricted to those who are licensed and registered in the profession(s) of architecture, landscape architecture, engineering and land surveying. In order to allow non-licensees to have an ownership interest, a D.P.C. must be formed.

  1. When does the new Law go into effect?
  2. January 1, 2012

  3. What does the new Law do?
  4. Chapter 550 of the Laws of 2011 amends the Business Corporation Law and the Education Law to authorize a new type of professional service corporation to be known as a "Design Professional Service Corporation", or "D.P.C." Unlike existing business structures such as a professional service corporation (PC), registered limited liability partnership (RLLP) and professional service limited liability company (PLLC), design professional service corporations will have the flexibility of offering an ownership interest in the corporation to non-licensee employees.

  5. In which of the design professions may services be rendered or offered in a D.P.C.?
  6. Services within the professions of architecture, landscape architecture, engineering and/or land surveying may be rendered or offered in a D.P.C., provided that the corporation has at least one individual licensed and registered in each of the professions, is a shareholder in said corporation, and who is licensed and registered in New York in the appropriate profession.

  7. How does the new Law define a “design professional”?
  8. A design professional is defined as an individual licensed and registered in New York as an architect, landscape architect, professional engineer, or land surveyor.

  9. Are there restrictions on stock ownership?
  10. Yes. Greater than 75% of the stock must be owned by design professionals, greater than 75% of the directors and officers must be design professionals, and the largest single shareholder must be a design professional or, with certain restrictions as discussed in item 6 below, an ESOP. The president, chief executive officer or officers, and the chair of the board of directors also must be design professionals.

  11. How can an ESOP participate in ownership of a D.P.C.?
  12. Subject to certain conditions, an ESOP may own shares in a D.P.C., although its ownership share, when combined with those of all other non-licensee owners, must total less than 25% of the outstanding shares The new law provides explicitly that an ESOP, either in part or in its entirety, may not constitute part of the greater than 75% of the outstanding shares of stock owned by design professionals. However, an ESOP may be the single largest shareholder in a D.P.C., provided that greater than 75% of the plan’s voting trustees are design professionals and greater than 75% of the plan’s committee members are design professionals.

  13. Can a Professional Service Corporation (PC), Registered Limited Liability Partnership (RLLP), or Professional Service Limited Liability Company (PLLC) offer stock ownership to non-licensees?
  14. No. The ownership of PC’s, RLLP’s, and PLLC’s providing architecture, landscape architecture, engineering and/or land surveying services will still be restricted to those who are licensed and registered in New York in the profession(s) of architecture, landscape architecture, engineering and land surveying, respectively. In order to allow non-licensees to have an ownership interest, a D.P.C. must be formed.

  15. May services other than architecture, landscape architecture, engineering, and land surveying be offered through a D.P.C.?
  16. No. A D.P.C. may only offer the professional services it is incorporated to provide.

  17. What are the moral character requirements for all shareholders, officers, directors and owners of a D.P.C.?
  18. Each of the shareholders, officers, directors, and owners must have been deemed to have been of good moral character. Subpart 28-1 of the Rules of the Board of Regents establishes the procedures to be followed when a moral character question arises.

  19. Are non-licensee shareholders eligible for profit sharing and bonus distributions in a D.P.C.?
  20. Yes. Non-licensee shareholders are now eligible for profit sharing and bonus distributions in a D.P.C. as provided in the new law.

  21. Can a D.P.C. contain the name of a non-licensee?
  22. Yes. A D.P.C. may contain the name of a non-licensee.

  23. With what words must a D.P.C.’s name end?
  24. A D.P.C.’s name must end with either the words “Design Professional Corporation” or the abbreviation “D.P.C.”

  25. Is a Design Professional Corporation required to obtain a Certificate of Authorization in order to provide engineering and/or land surveying services?
  26. Yes. All business entities legally permitted to provide professional engineering and/or land surveying services in New York State are required to obtain a Certificate of Authorization to Provide Engineering or Land Surveying Services in New York State from the State Education Department according to section 7210 of the Education Law. If the DPC offers both engineering and land surveying services, it must obtain two Certificates of Authorization – one for engineering and one for land surveying.


Last Updated: April 12, 2013