N.Y. Comp. Codes R. & Regs. tit. 10 § 620.3

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

Section 620.3 - Transfers of stock

(a) An applicant who proposes to purchase stock in a business corporation, the transfer of the stock of which requires the approval of the Public Health Council, shall file an application for such approval in accordance with the requirements of Part 600 of this Subchapter, and in addition, the following documents:

(1) A copy of the document giving approval for the incorporation of the hospital business.

(2) An affidavit from each applicant setting forth:

(i) that he is to be the sole beneficial owner of the voting shares of the corporation of which he is to be the holder of record; and

(ii) the number of voting shares of the corporation of which he is to be the holder of record.

(3) An affidavit from the seller of the stock setting forth his name and address and stating that:

(i) He was authorized by the aforesaid document to own 10 percent or more of the stock of the corporation or that he was authorized by the Public Health Council to acquire ownership of 10 percent or more of the stock of the corporation.

(ii) The number of voting shares of the corporation which he proposes to transfer to the applicant.

(iii) The purchase price of the shares to be transferred to the applicant.

(4) The financial resources available for the acquisition of the stock to be transferred, or the basis on which such transfer is to be financed.

(5) If such transfer of stock is to be by gift, a statement of the relationship between the donor and donee.

(6) Such additional pertinent information or documents necessary for the council's consideration, as requested.

(7) Any transfer, assignment or other disposition of 10 percent or more of the stock or voting rights thereunder to the corporation, or any transfer, assignment or other disposition of the stock or voting rights thereunder which results in the ownership or control of more than 10 percent of the stock or voting rights thereunder by the corporation, or any transfer, assignment or other disposition of 10 percent or more of the stock or voting rights thereunder by the corporation shall be subject to approval by the Public Health Council in accordance with the requirements of Part 600 of this Subchapter and the requirements of this section.

(b) In addition to meeting the applicable requirements of subdivision (a) of this section, an application, requiring Public Health Council approval, which involves a transfer of less than 20 percent of the stock of a corporation shall be processed follows:

(1) The local health systems agency may waive review, but, if such review is not waived, it shall make its recommendation within 90 days from the date a complete application is received by the department.

(2) The department shall process an application subject to this subdivision and submit it to the State Hospital Review and Planning Council for a recommendation and to the Public Health Council for a decision within 150 days from the date a complete application is received by the department, provided that such time period may be extended for a time not to exceed the time the department awaited a response from the applicant to requests for additional documentation and information. The Public Health Council shall act on the application within the same such time period. If the Public Health Council defers the application, the council shall advise the applicant in writing of the reasons for such deferral. A deferred application shall be returned to the Public Health Council, and the council shall propose to approve or disapprove such application no later than the second council meeting following the meeting at which the application was deferred.

(3) In accordance with subdivision (4) of section 2801-a of the Public Health Law, an application solely for a transfer of stock in an existing established corporation shall not be subject to a public need review.

N.Y. Comp. Codes R. & Regs. Tit. 10 § 620.3