Article 28 Business Conversions

Article 28 entities desiring to convert from one form of business entity to another, pursuant to section 2801-a(2-a) of the Public Health Law (PHL), should submit a formal request to Barbara DelCogliano, Director, Bureau of Project Management, NYS Department of Health, Rm 1842 Corning Tower, Albany, NY 12237. Such request must include the following information and documentation:

  1. The following information regarding the existing entity:
    • If a sole proprietorship:
      • Evidence of Public Health Council approval of the sole proprietor as established Article 28 owner and operator
    • If a business corporation:
      • Copy of its Certificate of Incorporation and any amendments
      • List of its stockholders, directors and officers, including their respective ownership, interests and voting rights
      • Evidence of Public Health Council approval of all stockholders at the time of initial establishment and of any subsequent stockholders owning ten percent or more of stock (See PHL §  2801-a(4)(c).)
    • If a general partnership or a registered limited liability partnership:
      • Copy of its Partnership Agreement and any amendments
      • List of its partners, including their respective ownership, interests and voting rights
      • Evidence of Public Health Council approval of partners and, as applicable, evidence of complying with prior notice requirements regarding transfers of partnership interests of less than ten percent (See PHL § 2801-a(4)(b).)
    • If a limited liability company:
      • Copy of its Articles of Organization and any amendments
      • Copy of its Operating Agreement and any amendments
      • List of its members and managers, including their respective ownership, interests and voting right
      • Evidence of Public Health Council approval of members and, as applicable, evidence of complying with prior notice requirements regarding transfers of membership interests of less than ten percent (See PHL § 2801-a(4)(b).)
  2. The following information regarding the proposed Article 28 entity:
    • If a business corporation:
      • Copy of its Certificate of Incorporation and any amendments
      • List of its stockholders, directors and officers, including their respective ownership, interests and voting rights
      • Copy of a sample stock certificate
      • Original of stockholder affidavit(s)
    • N.B. These documents will need to conform to the pertinent legal requirements for Article 28 corporations. See Title 10 (Health) of the Official Compilation of the Codes, Rules and Regulations of the State of New York (10 NYCRR) Part 620.
    • If a limited liability company:
      • Copy of its Articles of Organization
      • Copy of its Operating Agreement
      • List of its members and managers, including their respective ownership, interests and voting rights
    • N.B. These documents will need to conform to the pertinent legal requirements for Article 28 limited liability companies. See "Certificate of Need Application from a Limited Liability Company".
  3. Satisfactory evidence that the assets of the existing Article 28 entity will be transferred to the proposed Article 28 entity:
    • If a merger in accordance with section 904-a of the Business Corporation Law:
      • Agreement of merger
      • Certificate of merger
    • If a merger in accordance with section 1001 of the Limited Liability Company Law (LLCL):
      • Agreement of merger
      • Certificate of merger
    • If a conversion in accordance with section 1006 of the LLCL:
      • Agreement of conversion
      • Certificate of conversion
    • If an asset transfer:
      • Transfer agreement or purchase and sale agreement
      • Lease or sublease, if necessary
      • Deed, if necessary
      • Assignment agreement(s), if necessary
      • Bill(s) of sale, if any
    • N.B. Again, any legal documentation will need to conform to the pertinent legal requirements for Article 28 corporations or limited liability companies, as the case may be.
  4. Once the conversion has been completed, the department must be notified of the completion and the effective date of the conversion. Notice should be sent to Mary Hart, Operating Certificate Coordinator, Bureau of Project Management, NYS Department of Health, Rm 1842 Corning Tower, Albany, NY 12237. A revised operating certificate will then be issued.