IPA Formation Requirements
An independent practice association (IPA) must obtain a Consent from the Commissioner of the Department of Health prior to filing a certificate of incorporation, (or, in the case of a limited liability company, articles of organization) with the Secretary of State. 10 NYCRR § 98-1.5(b)(6)(vii). Prior to issuance of a Consent by the Commissioner, the following information must be submitted to, and reviewed and approved by, the Department:
- The name, address, and telephone number of the proposed IPA.
- A photocopy of the, executed Certificate of Incorporation or Articles of Organization, which must be legally acceptable to the Department pursuant to 10 NYCRR § 98-1.5(b)(6)(vii)(a) and (c), and must contain the language required by 10 NYCRR § 98-1.5(b)(6)(vii)(b). The instrument must also include the date on which it was executed.
- The IPA name should include the words, "Independent Practice Association," or the acronym, "IPA." This applies also to any assumed name that an existing approved IPA proposes to use. In such case, the proposed executed Certificate of Doing Business Under an Assumed Name must be submitted to the Department for review and approval before filing.
- The names, addresses, and occupations of the Principals of the IPA. If the IPA is to be a business corporation, provide the names, addresses, and occupations of the stockholders, directors, and officers. If it is to be a limited liability corporation, provide the names, addresses, and occupations of the members and managers. For a not-for-profit corporation, provide the names, addresses, and occupations of the directors, officers, and members.
- A list of the health care and insurance affiliations of the Principals. For example, for individuals, list positions as officer, director, stockholder, partner, manager, and/or member. For corporations or limited liability companies, list entities in which the company is a stockholder, member, joint-venturer, or of which it is a subsidiary through stock ownership.
- If any of the proposed IPAs Principals is a corporation or limited liability company, identify all other states in which it is licensed or approved to operate an HMO, IPA, PPO, or to provide health services or insurance. Provide a copy of the Principal's Certificate of Incorporation and Application for Authority to do Business in New York, if applicable. If the Principal is a limited liability company, provide its Articles of Organization and Operating Agreement.
- If the proposed IPA will be a limited liability company, provide the Operating Agreement.
- Identify the types of providers the IPA will make available (e.g., individual physicians, professional corporations, hospitals, etc.).
The information requested above should be submitted to: New York State Department of Health, Division of Legal Affairs, Bureau of Health Insurance Programs, Empire State Plaza, Corning Tower Building, Room 2415, Albany New York, 12237, and should be addressed to the attention of Mr. Daniel J. Tarantino, Deputy Director, Bureau of Health Insurance Programs.
Please note that pursuant to 10 NYCRR § 98-1.5(b)(6)(vii)(d), a consent, waiver, or approval from the New York State Department of Financial Services and from the New York State Education Department must also be submitted to the New York State Department of State at the time of filing.
Please also note that the New York State Education Department requires that the following language appear in the Certificate of Incorporation or the Articles of Organization:
- "Except as authorized by the provisions of Public Health Law Article 44 and 10 NYCRR Part 98 (IPA), Title VIII of the Education Law, or other applicable statute, nothing herein shall authorize the corporation or limited liability company to engage in the practice of any profession in New York, engage in the training of any profession in New York or to use a professional title or term of any profession in New York in violation of Title VIII of the Education Law."