School Ownership Change Fact Sheet 24% or Less

Any transfer or assignment of any interest of 24% or less, whether direct or indirect, in the total equity or assets of a school is considered a transfer of the school’s license. A school license cannot be transferred without the approval of the Commissioner. Therefore, the transferee(s) must submit the following documentation contemporaneously with a transfer of a school’s equity or assets:

  • "Application for Transfer of a License When 24% or Less of School Transferred" (BPSS-3)
  • The original, executed sales or transfer agreement (an exact duplicate will suffice) that outlines the terms and conditions under which the equity or assets will be acquired. The agreement must contain the original signatures of all parties involved in the 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 evidence regarding adequacy of resources that 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. This submission is not required if the school has already submitted such information sufficiently close to the time that the transfer takes place that submission of this financial information would be redundant of the submission that already has been made. A school, however, must check with the Bureau of Proprietary School Supervision (BPSS) whether any previous submission it has made of such financial information will qualify as sufficiently close to the transfer that it does not have to make this submission again in connection with the transfer. A school may not make this determination on its own, without consulting BPSS.
  • A letter from the transferor(s) giving permission to the transferee(s) to take possession of all approved curriculum/courses to the extent of the transferee’s acquisition from the transferor(s).

In addition to the items in the bulleted list above, the following is a list of items that BPSS may also require to be submitted by a transferee(s) in conjunction with the transfer of the school’s equity or assets in an amount of less than 25%. Given that transfers of equity or assets can take many forms, schools should consult with BPSS about which items on this list must be submitted, given your school’s particular circumstances:

    • Certificate of Incorporation and Filing Receipt
    • Consent from the NYS Education Department's Office of Counsel
    • Certificate of Assumed Name and Filing Receipt (if the school is changing its name)
    • Copies of all stock certificates issued up to and including the next blank certificate, or a copy of an updated stock ledger
    • A Business Certificate from the County Clerk’s Office in the county where the school is located
    • A Partnership Agreement
    • A statement signed by all transferees who will succeed, after the transfer takes place, to a 10% interest or more in the school’s equity or assets acknowledging that the transferee will settle any liabilities to students with respect to present and past refunds due or incurred, to the extent of the transferee’s acquired share, as a result of a student complaint submitted within the statute of limitations.
    • Other documents that BPSS may reasonably require to determine whether to approve the transfer of the school’s license

Regardless of the form of the transaction, and the legal identity of the parties to it, the school must submit any and all appropriate school personnel applications and fees if any changes in such personnel will take place under the transferee(s).

Questions regarding any of these requirements should be directed to Lisa Stiles-Roy at Lisa.Stiles-Roy@nysed.gov.