Assembly Bill A8116

Signed By Governor
2015-2016 Legislative Session

Allows certain entities to convert their status of filing as a not-for-profit organization to a for-profit entity

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Archive: Last Bill Status - Signed by Governor

  • Introduced
    • In Committee Assembly
    • In Committee Senate
    • On Floor Calendar Assembly
    • On Floor Calendar Senate
    • Passed Assembly
    • Passed Senate
  • Delivered to Governor
  • Signed By Governor

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Bill Amendments

2015-A8116 - Details

Law Section:
Not-for-Profit Corporation Law
Laws Affected:
Amd §104, N-PC L

2015-A8116 - Summary

Allows certain entities to convert their status of filing as a not-for-profit organization to a for-profit entity.

2015-A8116 - Bill Text download pdf 

                            
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                  8116

                       2015-2016 Regular Sessions

                          I N  A S S E M B L Y

                              June 9, 2015
                               ___________

Introduced  by M. of A. PERRY -- read once and referred to the Committee
  on Corporations, Authorities and Commissions

AN ACT to amend the  not-for-profit  corporation  law,  in  relation  to
  allowing  certain entities to convert their status of filing as a not-
  for-profit organization to a for-profit entity

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section  1.  Section  104  of  the  not-for-profit  corporation law is
amended by adding a new paragraph (h) to read as follows:
  (H) A BUSINESS INADVERTENTLY INCORPORATED, AS A NOT-FOR-PROFIT  CORPO-
RATION UNDER SECTION FOUR HUNDRED TWO OF THIS CHAPTER SHALL BE PERMITTED
TO  CONVERT  ITS  STATUS  OF FILING AS A NOT-FOR-PROFIT CORPORATION TO A
FOR-PROFIT CORPORATION UNDER SECTION FOUR HUNDRED TWO  OF  THE  BUSINESS
CORPORATION LAW IF THE INCORPORATOR OR INCORPORATORS SUBMIT SWORN STATE-
MENTS UNDER THE PENALTIES OF PERJURY CERTIFYING THE FOLLOWING:
  (1)  THE  INADVERTENT  FILING WAS DUE TO IGNORANCE OF THE LAW AND THAT
LEGAL ADVICE HAD NOT BEEN SOUGHT  OR  RECEIVED  AS  TO  THE  APPROPRIATE
COURSE OF ACTION THAT WOULD HAVE RESULTED IN CORRECT REGISTRATION ALLOW-
ING FOR THE INTENDED FOR-PROFIT OPERATION OF THE ENTITY;
  (2)  THE  ENTITY AT NO TIME RECEIVED THE BENEFITS AND/OR PRIVILEGES OF
BEING RECOGNIZED AS A NOT-FOR-PROFIT CORPORATION, SUCH AS  BEING  EXEMPT
FROM INCURRING ANY LOCAL, STATE, OR FEDERAL TAXES;
  (3) THE ENTITY THROUGHOUT ITS OPERATION REGISTERED AS A NOT-FOR-PROFIT
CORPORATION  DID  NOT  AT  ANY  TIME  SOLICIT AND/OR RECEIVE ANY PRIVATE
AND/OR PUBLIC GRANTS OR CHARITABLE DONATIONS; AND
  (4) THE OFFICE OF THE ATTORNEY GENERAL HAS NOT FILED AN  OBJECTION  TO
THE CONVERSION.
  S  2.  This  act shall take effect on the thirtieth day after it shall
have become a law.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD11296-04-5

2015-A8116A - Details

Law Section:
Not-for-Profit Corporation Law
Laws Affected:
Amd §104, N-PC L

2015-A8116A - Summary

Allows certain entities to convert their status of filing as a not-for-profit organization to a for-profit entity.

2015-A8116A - Bill Text download pdf 

                            
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 8116--A

                       2015-2016 Regular Sessions

                          I N  A S S E M B L Y

                              June 9, 2015
                               ___________

Introduced  by M. of A. PERRY -- read once and referred to the Committee
  on Corporations, Authorities and Commissions -- committee  discharged,
  bill  amended,  ordered  reprinted  as amended and recommitted to said
  committee

AN ACT to amend the  not-for-profit  corporation  law,  in  relation  to
  allowing  certain entities to convert their status of filing as a not-
  for-profit organization to a for-profit entity

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section  1.  Section  104  of  the  not-for-profit  corporation law is
amended by adding a new paragraph (h) to read as follows:
  (H) A BUSINESS INCORRECTLY INCORPORATED, AS  A  NOT-FOR-PROFIT  CORPO-
RATION UNDER SECTION FOUR HUNDRED TWO OF THIS CHAPTER SHALL BE PERMITTED
TO  CONVERT  ITS  STATUS  OF FILING AS A NOT-FOR-PROFIT CORPORATION TO A
FOR-PROFIT CORPORATION UNDER SECTION FOUR HUNDRED TWO  OF  THE  BUSINESS
CORPORATION  LAW  IF  THE  INCORPORATOR  OR  INCORPORATORS SUBMIT TO THE
ATTORNEY GENERAL SWORN STATEMENTS UNDER THE PENALTIES OF PERJURY  CERTI-
FYING THE FOLLOWING:
  (1) THAT LEGAL ADVICE HAD NOT BEEN SOUGHT OR RECEIVED AS TO THE APPRO-
PRIATE COURSE OF ACTION THAT WOULD HAVE RESULTED IN CORRECT REGISTRATION
ALLOWING FOR THE INTENDED FOR-PROFIT OPERATION OF THE ENTITY;
  (2)  THE  ENTITY AT NO TIME RECEIVED THE BENEFITS AND/OR PRIVILEGES OF
BEING RECOGNIZED AS A NOT-FOR-PROFIT CORPORATION, SUCH AS  BEING  EXEMPT
FROM INCURRING ANY LOCAL, STATE, OR FEDERAL TAXES;
  (3)  THE  ENTITY  THROUGHOUT  ITS OPERATION AS A NOT-FOR-PROFIT CORPO-
RATION DID NOT AT ANY TIME SOLICIT AND/OR  RECEIVE  ANY  PRIVATE  AND/OR
PUBLIC GRANTS OR CHARITABLE DONATIONS; AND
  (4)  THE  OFFICE OF THE ATTORNEY GENERAL HAS NOT RAISED ANY OBJECTIONS
TO THE PROPOSED CONVERSION.
  S 2. This act shall take effect on the thirtieth day  after  it  shall
have become a law.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD11296-05-5

2015-A8116B - Details

Law Section:
Not-for-Profit Corporation Law
Laws Affected:
Amd §104, N-PC L

2015-A8116B - Summary

Allows certain entities to convert their status of filing as a not-for-profit organization to a for-profit entity.

2015-A8116B - Bill Text download pdf 

                            
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 8116--B

                       2015-2016 Regular Sessions

                          I N  A S S E M B L Y

                              June 9, 2015
                               ___________

Introduced  by M. of A. PERRY -- read once and referred to the Committee
  on Corporations, Authorities and Commissions -- committee  discharged,
  bill  amended,  ordered  reprinted  as amended and recommitted to said
  committee

AN ACT to allow certain entities to convert their status of filing as  a
  not-for-profit  organization to a for-profit entity; and providing for
  the repeal of such provisions upon expiration thereof

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section  1.  Notwithstanding  any  provision of law to the contrary, a
business incorrectly incorporated, as a not-for-profit corporation under
section four hundred two of the not-for-profit corporation law shall  be
permitted  to  convert  its  status of filing as a not-for-profit corpo-
ration to a for-profit corporation under section four hundred two of the
business corporation law if the incorporator or incorporators submit  to
the  attorney  general  sworn  statements under the penalties of perjury
certifying the following:
  (1) that legal advice had not been sought or received as to the appro-
priate course of action that would have resulted in correct registration
allowing for the intended for-profit operation of the entity;
  (2) the entity at no time received the benefits and/or  privileges  of
being  recognized  as a not-for-profit corporation, such as being exempt
from incurring any local, state, or federal taxes;
  (3) the entity throughout its operation  as  a  not-for-profit  corpo-
ration  did  not  at  any time solicit and/or receive any private and/or
public grants or charitable donations; and
  (4) the office of the attorney general has not raised  any  objections
to the proposed conversion.
  S  2.  This  act shall take effect immediately and shall expire and be
deemed repealed one hundred eighty days after such date.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD11296-11-5

2015-A8116C (ACTIVE) - Details

Law Section:
Not-for-Profit Corporation Law
Laws Affected:
Amd §104, N-PC L

2015-A8116C (ACTIVE) - Summary

Allows certain entities to convert their status of filing as a not-for-profit organization to a for-profit entity.

2015-A8116C (ACTIVE) - Bill Text download pdf 

                            
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 8116--C
                                                        Cal. No. 486

                       2015-2016 Regular Sessions

                          I N  A S S E M B L Y

                              June 9, 2015
                               ___________

Introduced  by M. of A. PERRY -- read once and referred to the Committee
  on Corporations, Authorities and Commissions -- committee  discharged,
  bill  amended,  ordered  reprinted  as amended and recommitted to said
  committee -- reported and  referred  to  the  Committee  on  Codes  --
  reported  from  committee,  advanced  to  a third reading, amended and
  ordered reprinted, retaining its place on the order of third reading

AN ACT to allow certain entities to convert their status of filing as  a
  not-for-profit  organization to a for-profit entity; and providing for
  the repeal of such provisions upon expiration thereof

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section  1.  Notwithstanding  any  provision of law to the contrary, a
business incorrectly incorporated, as a not-for-profit corporation under
section four hundred two of the not-for-profit corporation law shall  be
permitted  to  convert  its  status of filing as a not-for-profit corpo-
ration to a for-profit corporation under section four hundred two of the
business corporation law if the incorporator or incorporators submit  to
the  attorney  general  sworn  statements under the penalties of perjury
certifying the following:
  (1) that legal advice had not been sought or received as to the appro-
priate course of action that would have resulted in correct registration
allowing for the intended for-profit operation of the entity;
  (2) the entity at no time received the benefits and/or  privileges  of
being  recognized  as a not-for-profit corporation, such as being exempt
from incurring any local, state, or federal taxes;
  (3) the entity throughout its operation  as  a  not-for-profit  corpo-
ration  did  not  at  any time solicit and/or receive any private and/or
public grants or charitable donations; and
  (4) the office of the attorney  general  has  provided  written  indi-
cations  that  either  it  does  not  object  to, or it approves of, the
proposed conversion.
  S 2. This act shall take effect immediately and shall  expire  and  be
deemed repealed one hundred eighty days after such date.

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