N.Y. Comp. Codes R. & Regs. tit. 10 § 790.11

Current through Register Vol. 46, No. 45, November 2, 2024

Section 790.11 - Establishment of business corporations

Only a natural person may own, hold or have the power to vote the stock in a corporation that operates a hospice. Persons seeking the approval of the Public Health Council for the formation of a business corporation to be established as the operator of a hospice shall provide, in addition to meeting the other applicable requirements of this Part, information, documents and data as follows:

(a) A photocopy of the executed proposed certificate of incorporation which shall, in all respects, conform to the applicable provisions of the Business Corporation Law and all other pertinent laws of the State of New York. Such certificate of incorporation shall contain provisions to the following effect:

(1) The corporate powers and purposes shall be limited to the ownership and operation, or operation, of a hospice or hospices specifically named and the location or locations of which are specifically designated by city, town, village and county; provided, however, that the corporate powers and purposes may also include the ownership and operation, or operation, of a hospital or hospitals, as defined in article 28 of the Public Health Law, or of a certified home health agency or licensed home care services agency or agencies as defined in article 36 of the Public Health Law, or a health maintenance organization as defined in article 44 of the Public Health Law; if the corporation has received all approvals required under such law to own and operate such hospital or hospitals, home care services agency or agencies or health maintenance organization.

(2) The location of the principal office of the corporation which shall be at the same address as a hospice, hospital, home care services agency or health maintenance organization which is to be operated by the corporation in the State of New York.

(3) No person shall own or have the power to vote 10 percent or more of the issued and outstanding stock of the corporation unless the Public Health Council has approved such ownership or control.

(4) All stock certificates of the corporation shall bear on the face thereof the following:

(i) No person shall own or control 10 percent or more of the stock or voting rights thereunder of the corporation unless the Public Health Council has first approved such ownership or control.

(ii) Any transfer, assignment or other disposition of the stock or voting rights thereunder of the corporation which results in the ownership or control of 10 percent or more of the stock or voting rights thereunder of the corporation by any person shall be subject to the prior approval by the Public Health Council.

(iii) No stock or voting rights thereunder of the corporation may be owned or controlled by another corporation.

(5) Stock shall consist of one class of common stock only.

(b) An affidavit from each applicant setting forth:

(1) that the applicant is to be the sole beneficial owner of the voting shares of the corporation of which the applicant is to be the holder of record;

(2) the number of voting shares in the corporation of which the applicant is to be the holder of record; and

(3) that all stock authorized by the certificate of incorporation will be issued and outstanding.

(c) A copy of the proposed stock certificate bearing imprinted on the face thereof the following:

(1) No person shall own or control 10 percent or more of the stock or voting rights thereunder of the corporation unless the Public Health Council has first approved such ownership or control.

(2) Any transfer, assignment or other disposition of the stock or voting rights thereunder of the corporation which results in the ownership or control of 10 percent or more of the stock or voting rights thereunder of the corporation by any person shall be subject to the prior approval by the Public Health Council.

(3) No stock or voting rights thereunder of the corporation may be owned or controlled by another corporation.

(d) Such additional pertinent information or documents necessary for Public Health Council consideration, as requested.

N.Y. Comp. Codes R. & Regs. Tit. 10 § 790.11