8. Corporations

135 DOS 92 Matter of Lazar & Cambridge Mgmt. Corp. - fact that management corporation is owned by same shareholders as corporation owning real property does not excuse license requirement; no license required if brokerage services rendered without compensation; salesperson may not be officer of corporation with which she is licensed

8 DOS 93 Matter of Cruz - licensed broker who conducts brokerage on behalf of unlicensed corporation violates RPL §§440-a and 441(1)(a)

Opinion Letter 92-50 (Frank G. Pratt) - not-for-profit corporation which manages apartments must be licensed; not sufficient that a broker serves on its board of directors (citing Real Estate Multiple Listing Exchange of Spring Valley v. Rubin, 7 Misc.2d 194; Philip Mehler Realty, Inc. v Kayser, 176 A.D.2d 104)

CRC #273 (286, 253) Matter of DOS v. Robert DiDonato, Consent Order - held salesperson's license while officer of corporation; $500 fine

CRC #253 (286, 273) Matter of DOS v. Gena DiDonato, Consent Order - allowed unlicensed individual to serve as officer of corporation

Declaratory Ruling 90-3 (Sven R. Paul) - unlicensed persons can be officers and shareholders of a licensed corporate real estate broker, but may not engage in licensed activity; a salesperson cannot be a shareholder or officer of a corporate licensee; all real estate activities of the corporation must be conducted by an officer who is licensed as a real estate broker

Opinion Letter 91-27 (Amir Alishani) - all unlicensed persons can be a stockholder of a corporation which is licensed as a real estate broker; a licensed salesperson may not own stock in a corporate licensee

8 DOS 93 Matter of Cruz - licensed broker associated with unlicensed firm (Matter of Bernier, 141 DOS 92) violates RPL §§440-a and 441(1)(a)

Opinion Letter 93-19 (Thomas G. Mazzotta) - 5 member partnership of 1 attorney, 1 broker and 3 non-licensees; unlicensed persons can be members of partnership which is licensed as a real estate broker, just as unlicensed persons may be shareholders of a corporate real estate broker. However, salespersons may not be partners, just as they may not be shareholders in a corporation which is licensed as a real estate broker. Any partner who acts as a real estate broker under the name of the partnership (including the attorney) must be duly licensed as a broker

88 DOS 93 Matter of Cappucilli - broker who fails to deliver commission to assignee guilty of conversion; failure to satisfy judgment without proof of inability to do so constitutes untrustworthiness; salesperson can't be corporate officer; engaging in business under corporate name while only licensed individually constitutes incompetency; satisfaction of judgment ordered as condition to re-licensure

92 DOS 93 Matter of Bijur - licensee required to be licensed in the capacity under which he conducts business; individually licensed broker acts as associate broker without proper licensing, business card does not reflect licensed status; past discipline considered regarding penalty; $500 fine or 1-month suspension for corporation and representative broker; 1-month suspension for individual broker who failed to obtain associate brokerage license

101 DOS 93 Matter of Dioniso - individually licensed broker fails to obtain associate broker's license when acting under the name of the corporation; dismissal of one charge due to insufficient evidence; document admitted for a limited purpose cannot be used for additional purposes to show a failure to deliver a disclosure document

102 DOS 93 Matter of Eisenhauer - salesperson transacted business as broker for her own account violates RPL §§440-a and 442-a and forfeits commission collected; subsequent licensure as a broker is immaterial for services were rendered when she was a sales associate; her broker is not entitled to commission either, as her activities as unlicensed broker are illegal, so no commission can be claimed

103 DOS 93 Matter of Cipriani Lewis - individually licensed broker fails to obtain associate broker's license when acting under the name of the corporation; must get relicensed as associate broker, can't merely file salesperson's change of association form; pleadings amended to conform to the proof; reprimand

135 DOS 93 Matter of Graham - (related case settled - CRC #276 [Knobel]) payment of commission to salesperson not associated with broker violates RPL §§442 and 442-c and 19 NYCRR §175.13; sales associate arranges payment via another broker due to fear that former broker would not pay her; absence of harm to public; salesperson cannot be officer of licensee corporation; DOS failure to prove that sales associate of one firm, who was corporate officer of another firm, was also licensed as a sales associate of that firm

141 DOS 93 Matter of DOS v. Pozzanghera - salesperson can't own voting stock or be officer of licensed corporation (175.22); separate escrow account required (175.1); unlicensed name; illegal to claim or retain commission for services while not properly licensed; failure to pay judgment; failure to file termination of associate card; representative broker liable for illegal ads; revocation of broker's license discontinues salesperson's association per RPL §441-d

151 DOS 93 Matter of DOS v. Svoboda - individually licensed broker engaged in business under name of corporation must obtain license as associate broker or representative broker

1 DOS 94 Matter of ERA Faza Realty - DOS is not divested of jurisdiction by voluntary surrender of license or expiration of license if action occurred while licensed, while an applicant for a license, or while eligible to automatically renew per RPL §441(2); requirement of informed consent to dual agency; concealment, misrepresentation and failure in seeking to purchase for own account (2 transactions arranged - sale to licensee and resale at profit to customer, who was qualified for mortgage, but who seller was told had failed to qualify); disgorge profit and commission; fee not related to performance of legitimate service; representative broker must be corporate officer and is vicariously liable for wrongful act of associated salesperson under RPL §442-c; restitutionnot attributed to corporate broker where no proof that funds illegally obtained were collected by or in any way benefited the corporation; DOS has no power to assess damages; representative broker not required to supervise another representative broker and not liable for misconduct of another representative broker who meets test of RPL §442-c; complaint dismissed as to other representative broker

1192 DOS 08 Matter of Fish – broker; availing of license; false statement to obtain corporate license; revocation of broker license and revocation of notary public commission

1399 DOS 08 Matter of Janowski – corporate real estate broker; automatic renewal of listing 175.15; order to discontinue lawsuit for commission; $3,000 fine by deadline or suspension for 3 months after pay fine

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