No license granted under section 5001 shall be transferable or assignable without the approval of the commissioner.
It is highly recommended any school considering a transfer of the license, or a redistribution of assets or equities (including shares between current owners), contact BPSS@nysed.gov with an email of intent. BPSS will conduct a pre-review based on the school’s projected transfer date and provide information regarding final liability determinations.
Transfers Under 25%
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, via the school’s Ownership section of the BPSS system, contemporaneously with a transfer of a school’s equity or assets:
- A school must email BPSS@nysed.gov with a notification of intent to transfer the license.
- 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.
- Updated stock certificates or member certificates.
- Legal identity of any new parties.
- Revised Secretary’s Certificate (as applicable).
- Other documents that BPSS may reasonably require to determine whether to approve the transfer of the school’s license.
Once the transfer documentation is ready for review, the school must email BPSS@nysed.gov requesting Bureau approval.
Schools that fail to disclose any transfer will be subject to civil penalties, as determined in violation of Education Law 5001(7).
Transfers 25% or more
A school that transfers or assigns any interest totaling twenty-five percent (25%) or more of the total equity or assets of the school, is deemed a new school required to submit a new school application and obtain a new license pursuant to New York State Education Law Section 5001(7). The following guidelines apply to transfers of 25% or more of the total equity or assets of the school:
- A school must email BPSS@nysed.gov with a notification of intent to transfer the license.
- A new school application and $5,000 fee must be submitted prior to the effective date of the transfer or assignment of any interest or assets.
If a new school application is properly submitted on the effective date of a transfer, or before, the previous school license will remain in effect, allowing the new ownership to operate the school under the previous license.
New owners must demonstrate meeting all application criteria for a new school license, as required in the Non-Degree Granting School Licensing process.
The previous license remains in effect until new school application is approved or denied, or until the previous license expires or is revoked, whichever occurs first. Upon receipt of a new school application, the new ownership is responsible for the conduct, performance, debts, and liabilities of the previous school license
Important: BPSS highly recommends a school avoid seeking transfer during the preceding months of a school’s renewal review, until the final renewal determination is made. Renewal of any license is not guaranteed. If the license is not renewed by the school’s expiration, the transfer will be denied, and the school will close upon expiration. Any refunds owed to students at the time of closure will be the responsibility of the new owners.
If a new school application is not properly submitted on the effective date of the transfer, or before, the previous school license is expired or revoked as of the date of the transfer. The school must cease operation; both previous and new ownership may be liable for issuing full tuition refunds to students enrolled at the time of the cessation of authorized operation. The new ownership may not operate a new school unless or until the Bureau of Proprietary School Supervision (BPSS) approves its new school application.
To avoid any unlawful and unlicensed operation, cessation of operation, or disruption to student’s instruction, BPSS advises current school owners and prospective new ownership contact BPSS prior to any transfer of ownership, and strongly advises prospective new ownership to submit a new school application prior to the effective date of the transfer or assignment.
School owners and prospective school owners pursuing a transfer of ownership should contact BPSS@nysed.gov for more information.
Schools that fail to disclose any transfer will be subject to civil penalties, as determined in violation of Education Law 5001(7).
Statutory and Regulatory Authority
New York State Education Law 5001(7); Commissioner’s Regulation 126.10(c)