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Daniel Solutions
Daniel Solutions, Lawyer (JD)
Category: Legal
Satisfied Customers: 9934
Experience:  Practing General Attorney,
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I represent a 7 partner veteriniary group. We want to turn

Customer Question

I represent a 7 partner veteriniary group. We want to turn it into a NY corporation so as to take it public one day. What are our options?
Submitted: 7 years ago.
Category: Legal
Expert:  Daniel Solutions replied 7 years ago.
NY Education Law§ 6706. Corporate practice will restrict your actions in going public as well as you may want to check any ethical concerns with taking a Veteriniary group public. I have posted the statute below for your review.

1. No business corporation, other than a professional service corporation organized under the business corporation law, shall hereafter be organized for the practice of veterinary medicine; no business corporation, other than a professional service corporation, hereafter organized shall be granted a license to practice veterinary medicine; and no business corporation, other than a professional service corporation, hereafter organized shall provide veterinary medical services.

2. Any not-for-profit corporation may own property in connection with an animal hospital or shelter provided that all veterinary practice conducted in such facilities shall be performed by a veterinarXXXXX XXXXXcensed and registered under this article.

Individuals or other professional corporations or limited liability companies forming a business where individuals are rendering licensed, professional services to the public may form a professional corporation. These professions may include physicians, chiropractors, dentists, veterinarians, etc....

It may be that the shareholders of the professional corporation may only be other professional licensed or otherwise legally authorized to render the same professional service as the professional corporation or limited liability company. Of course, employees of the professional corporation such as clerks, secretaries, bookkeepers, technicians, and other assistants who are not licensed are not considered to be rendering professional services. It may be that transfers of stock or membership interest may only be made to licensed professionals or professional corporations or professional limited liability companies.

Therefore as you can see you may not be able to take it "public" but you could have other Veterinarians purchase the PC stock.
Customer: replied 7 years ago.
We are interested in sourcing money not from the public, but from Private Equity Groups.

VCA: symbol WOOF is a public company and have rolled up Animal Hospitals/Veterinarians. How can they do this?

Expert:  Daniel Solutions replied 7 years ago.
There are several differences. First VCA in an "Inc." which is allowed in California. A group of professional may Inc themselves in California. New York requires that you must for a "PC". An Inc may issue shares to nonprofessionals but a PC can not issue shares to a nonprofessional. The different state laws are what will allow VCA to do what you can not do in New York.

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