Bureau of Proprietary School Supervision

School Ownership Change Fact Sheet

Any transfer or assignment of interest totaling 10 percent or more, whether direct or indirect, in the total equity or assets of a school is considered a transfer of the license or registration. A school license or registration can not be transferred without the approval of the Commissioner. The new owner must submit the following items before a change in ownership occurs.

  • "Application for a Transfer of a License or Registration to Operate a Private School in New York State" (BPSS-3) PDF Image Icon (148KB)
  • A fee based on the gross tuition income from the school's most recent fiscal year. See Section 5001(4)(g) of the Education Law to determine the correct fee.
  • The original sales or transfer agreement that outlines the terms and conditions under which the school will be acquired.  The agreement must contain the original signatures of all parties involved in the sale or transfer.
  • A photocopy of the financial statement for the school's most recent fiscal year as required in Section 5001(4)(e) of the Education Law and the evidence regarding adequacy of resources of the buyer, which is detailed in Section 126.8 of the Commissioner's Regulations. If the transfer of ownership occurs within an existing corporation, only the most recent financial statement is required.
  • The seller's income statement from the end of the previous fiscal year to the date of the sale including all tuition income received and all student refunds made.  If the date of the sale is in the future, an income statement from the end of the fiscal year to the date of filing the transfer application and an attestation that, within 60 days following the date of the sale, the full income statement described above will be sent.
  • A listing of approved teachers and their license/permit numbers; agents and their certificate numbers; director(s) and the corresponding license/permit number(s); and all approved curricula including the effective and expiration dates.
  • A letter, from the previous owner, giving permission to the new owner to take possession of all approved curriculum/courses.

To document ownership, the items indicated must be submitted if the transfer being processed is for a:

New corporation

  1. Certificate of incorporation and filing receipt
  2. Consent for the NYS Education Department's Office of Counsel
  3. Certificate of assumed name and filing receipt (if applicable because of a name change also)
  4. Secretary's Certificate Word Image Icon (21KB)
  5. Copies of all stock certificates issued up to and including the next blank certificate

Change in the composition of an existing corporation

  1. Secretary's Certificate Word Image Icon (21KB)
  2. If the transfer has already taken place, copies of cancelled stock certificates, newly issued certificates, and next blank certificate must be submitted.
  3. If the transfer has yet to occur, the following must be submitted once the transfer is completed: A copy of the updated stock ledger or copies of all stock certificates, issued and canceled, up to and including the next blank certificate.

Partnership

  1. Business certificate from County Clerk (county where school is located)
  2. Partnership agreement

Sole Proprietor

  1. Business certificate from County Clerk (county where school is located)
    • The new owner(s) must provide a statement regarding refund liability acknowledging that it will settle any liabilities to students with regard to present and past refunds which are due or incurred as a result of a student complaint submitted within the statutory time limits.  All shareholders with 10% interest or more in the total equity or assets of the school must sign the statement.
    • If school location remains the same, two copies of the "Application for Approval of Quarters", BPSS-6, and required supporting documentation must be submitted.

    • If school location also changes, two copies of the "Application for Approval of Quarters", BPSS-6, must be submitted with an accompanying floor plan. The actual approval of the school quarters will be completed after a site visit is made to the school by a member of the staff of the Bureau of Proprietary School Supervision. You will be immediately advised about any problems Bureau staff find with your quarters, but you will not receive an approval letter confirming that your quarters is approved until after the school license/registration is issued.
    • The appropriate applications and fees if changes in personnel will take place under the new ownership.

When BPSS processes the transfer of ownership, a new school license/registration and amended curriculum approvals will be generated for the school as well as any personnel licenses/certificates for which applications and fees are submitted.

Questions regarding any of these requirements should be directed to Monica Borden at mborden@mail.nysed.gov.

Last Updated: July 22, 2009