S. 4672 2
AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR
PUBLIC ACCOUNTANCY. NOTWITHSTANDING THE PROVISIONS OF THIS PARAGRAPH, A
FIRM INCORPORATED UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF
THE FIRM'S NAME INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR
"CERTIFIED PUBLIC ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS".
EACH NON-LICENSEE OWNER OF A FIRM THAT IS INCORPORATED UNDER THIS
SECTION SHALL BE (1) A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE
BUSINESS OF THE FIRM OR ITS AFFILIATED ENTITIES, OR (2) AN ENTITY,
INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP OR PROFESSIONAL CORPO-
RATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY INTEREST IN SUCH
ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS
CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF THIS
SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS
OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR
MANAGEMENT OF THE FIRM. SUCH A FIRM SHALL HAVE ATTACHED TO ITS CERTIF-
ICATE OF INCORPORATION A CERTIFICATE OR CERTIFICATES DEMONSTRATING THE
FIRM'S COMPLIANCE WITH THIS PARAGRAPH, IN LIEU OF THE CERTIFICATE OR
CERTIFICATES REQUIRED BY SUBPARAGRAPH (II) OF PARAGRAPH (B) OF THIS
SECTION.
S 3. Section 1507 of the business corporation law is amended by adding
a new paragraph (c) to read as follows:
(C) ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING AS
A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF SECTION
FIFTEEN HUNDRED THREE OF THIS ARTICLE MAY ISSUE SHARES TO INDIVIDUALS
WHO ARE AUTHORIZED BY LAW TO PRACTICE IN THIS STATE A PROFESSION WHICH
SUCH CORPORATION IS AUTHORIZED TO PRACTICE AND WHO ARE OR HAVE BEEN
ENGAGED IN THE PRACTICE OF SUCH PROFESSION IN SUCH CORPORATION OR A
PREDECESSOR ENTITY, OR WHO WILL ENGAGE IN THE PRACTICE OF SUCH PROFES-
SION IN SUCH CORPORATION WITHIN THIRTY DAYS OF THE DATE SUCH SHARES ARE
ISSUED AND MAY ALSO ISSUE SHARES TO EMPLOYEES OF THE CORPORATION NOT
LICENSED AS CERTIFIED PUBLIC ACCOUNTANTS, PROVIDED THAT:
(I) AT LEAST FIFTY-ONE PERCENT OF THE OUTSTANDING SHARES OF STOCK OF
THE CORPORATION ARE OWNED BY CERTIFIED PUBLIC ACCOUNTANTS,
(II) AT LEAST FIFTY-ONE PERCENT OF THE DIRECTORS ARE CERTIFIED PUBLIC
ACCOUNTANTS,
(III) AT LEAST FIFTY-ONE PERCENT OF THE OFFICERS ARE CERTIFIED PUBLIC
ACCOUNTANTS,
(IV) THE PRESIDENT, THE CHAIRPERSON OF THE BOARD OF DIRECTORS AND THE
CHIEF EXECUTIVE OFFICER OR OFFICERS ARE CERTIFIED PUBLIC ACCOUNTANTS.
NO SHAREHOLDER OF A FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCOR-
PORATING AS A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H)
OF SECTION FIFTEEN HUNDRED THREE OF THIS ARTICLE SHALL ENTER INTO A
VOTING TRUST AGREEMENT, PROXY OR ANY OTHER TYPE OF AGREEMENT VESTING IN
ANOTHER PERSON, OTHER THAN ANOTHER SHAREHOLDER OF THE SAME CORPORATION,
THE AUTHORITY TO EXERCISE VOTING POWER OF ANY OR ALL OF HIS OR HER
SHARES. ALL SHARES ISSUED, AGREEMENTS MADE OR PROXIES GRANTED IN
VIOLATION OF THIS SECTION SHALL BE VOID.
S 4. Section 1508 of the business corporation law is amended by adding
a new paragraph (c) to read as follows:
(C) THE DIRECTORS AND OFFICERS OF ANY FIRM ESTABLISHED FOR THE BUSI-
NESS PURPOSE OF INCORPORATING AS A PROFESSIONAL SERVICE CORPORATION
PURSUANT TO PARAGRAPH (H) OF SECTION FIFTEEN HUNDRED THREE OF THIS ARTI-
CLE MAY INCLUDE INDIVIDUALS WHO ARE NOT LICENSED TO PRACTICE PUBLIC
ACCOUNTANCY, PROVIDED HOWEVER THAT AT LEAST FIFTY-ONE PERCENT OF THE
DIRECTORS, AT LEAST FIFTY-ONE PERCENT OF THE OFFICERS AND THE PRESIDENT,
THE CHAIRPERSON OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFI-
S. 4672 3
CER OR OFFICERS ARE AUTHORIZED BY LAW TO PRACTICE IN THIS STATE A
PROFESSION WHICH SUCH CORPORATION IS AUTHORIZED TO PRACTICE, AND ARE
EITHER SHAREHOLDERS OF SUCH CORPORATION OR ENGAGED IN THE PRACTICE OF
THEIR PROFESSIONS IN SUCH CORPORATION.
S 5. Section 1509 of the business corporation law, as amended by chap-
ter 550 of the laws of 2011, is amended to read as follows:
S 1509. Disqualification of shareholders, directors, officers and
employees.
If any shareholder, director, officer or employee of a professional
service corporation, including a design professional service corpo-
ration, OR ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORAT-
ING AS A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF
SECTION FIFTEEN HUNDRED THREE OF THIS ARTICLE, who has been rendering
professional service to the public becomes legally disqualified to prac-
tice his profession within this state, he shall sever all employment
with, and financial interests (other than interests as a creditor) in,
such corporation forthwith or as otherwise provided in section 1510 of
this article. All provisions of law regulating the rendering of profes-
sional services by a person elected or appointed to a public office
shall be applicable to a shareholder, director, officer and employee of
such corporation in the same manner and to the same extent as if fully
set forth herein. Such legal disqualification to practice his profession
within this state shall be deemed to constitute an irrevocable offer by
the disqualified shareholder to sell his shares to the corporation,
pursuant to the provisions of section 1510 of this article or of the
certificate of incorporation, by-laws or agreement among the corporation
and all shareholders, whichever is applicable. Compliance with the terms
of such offer shall be specifically enforceable in the courts of this
state. A professional service corporation's failure to enforce compli-
ance with this provision shall constitute a ground for forfeiture of its
certificate of incorporation and its dissolution.
S 6. Paragraph (a) of section 1511 of the business corporation law, as
amended by chapter 550 of the laws of 2011, is amended and a new para-
graph (c) is added to read as follows:
(a) No shareholder of a professional service corporation [or], INCLUD-
ING a design professional service corporation, OR ANY FIRM ESTABLISHED
FOR THE BUSINESS PURPOSE OF INCORPORATING AS A PROFESSIONAL SERVICE
CORPORATION PURSUANT TO PARAGRAPH (H) OF SECTION FIFTEEN HUNDRED THREE
OF THIS ARTICLE, may sell or transfer his shares in such corporation
except to another individual who is eligible to have shares issued to
him by such corporation or except in trust to another individual who
would be eligible to receive shares if he were employed by the corpo-
ration. Nothing herein contained shall be construed to prohibit the
transfer of shares by operation of law or by court decree. No transfer-
ee of shares by operation of law or court decree may vote the shares for
any purpose whatsoever except with respect to corporate action under
sections 909 and 1001 of this chapter. The restriction in the preceding
sentence shall not apply, however, where such transferee would be eligi-
ble to have shares issued to him if he were an employee of the corpo-
ration and, if there are other shareholders, a majority of such other
shareholders shall fail to redeem the shares so transferred, pursuant to
section 1510 of this article, within sixty days of receiving written
notice of such transfer. Any sale or transfer, except by operation of
law or court decree or except for a corporation having only one share-
holder, may be made only after the same shall have been approved by the
board of directors, or at a shareholders' meeting specially called for
S. 4672 4
such purpose by such proportion, not less than a majority, of the
outstanding shares as may be provided in the certificate of incorpo-
ration or in the by-laws of such professional service corporation. At
such shareholders' meeting the shares held by the shareholder proposing
to sell or transfer his shares may not be voted or counted for any
purpose, unless all shareholders consent that such shares be voted or
counted. The certificate of incorporation or the by-laws of the profes-
sional service corporation, or the professional service corporation and
the shareholders by private agreement, may provide, in lieu of or in
addition to the foregoing provisions, for the alienation of shares and
may require the redemption or purchase of such shares by such corpo-
ration at prices and in a manner specifically set forth therein. The
existence of the restrictions on the sale or transfer of shares, as
contained in this article and, if applicable, in the certificate of
incorporation, by-laws, stock purchase or stock redemption agreement,
shall be noted conspicuously on the face or back of every certificate
for shares issued by a professional service corporation. Any sale or
transfer in violation of such restrictions shall be void.
(C) A FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING AS A
PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF SECTION
FIFTEEN HUNDRED THREE OF THIS ARTICLE, SHALL PURCHASE OR REDEEM THE
SHARES OF A NON-LICENSED PROFESSIONAL SHAREHOLDER IN THE CASE OF HIS OR
HER TERMINATION OF EMPLOYMENT WITHIN THIRTY DAYS AFTER SUCH TERMINATION.
A FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING AS A
PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF SECTION
FIFTEEN HUNDRED THREE OF THIS ARTICLE, SHALL NOT BE REQUIRED TO PURCHASE
OR REDEEM THE SHARES OF A TERMINATED NON-LICENSED PROFESSIONAL SHARE-
HOLDER IF SUCH SHARES, WITHIN THIRTY DAYS AFTER SUCH TERMINATION, ARE
SOLD OR TRANSFERRED TO ANOTHER EMPLOYEE OF THE CORPORATION PURSUANT TO
THIS ARTICLE.
S 7. Paragraph (a) of section 1512 of the business corporation law, as
amended by chapter 550 of the laws of 2011, is amended to read as
follows:
(a) Notwithstanding any other provision of law, the name of a profes-
sional service corporation, including a design professional service
corporation AND ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCOR-
PORATING AS A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H)
OF SECTION FIFTEEN HUNDRED THREE OF THIS ARTICLE, may contain any word
which, at the time of incorporation, could be used in the name of a
partnership practicing a profession which the corporation is authorized
to practice, and may not contain any word which could not be used by
such a partnership. Provided, however, the name of a professional
service corporation may not contain the name of a deceased person unless
(1) such person's name was part of the corporate name at the time of
such person's death; or
(2) such person's name was part of the name of an existing partnership
and at least two-thirds of such partnership's partners become sharehold-
ers of the corporation.
S 8. Section 1514 of the business corporation law is amended by adding
a new paragraph (c) to read as follows:
(C) EACH FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING AS
A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF SECTION
FIFTEEN HUNDRED THREE OF THIS ARTICLE SHALL, AT LEAST ONCE EVERY THREE
YEARS ON OR BEFORE THE DATE PRESCRIBED BY THE LICENSING AUTHORITY,
FURNISH A STATEMENT TO THE LICENSING AUTHORITY LISTING THE NAMES AND
RESIDENCE ADDRESSES OF EACH SHAREHOLDER, DIRECTOR AND OFFICER OF SUCH
S. 4672 5
CORPORATION AND CERTIFY AS THE DATE OF CERTIFICATION AND AT ALL TIMES
OVER THE ENTIRE THREE YEAR PERIOD THAT:
(I) AT LEAST FIFTY-ONE PERCENT OF THE OUTSTANDING SHARES OF STOCK OF
THE CORPORATION ARE AND WERE OWNED BY CERTIFIED PUBLIC ACCOUNTANTS,
(II) AT LEAST FIFTY-ONE PERCENT OF THE DIRECTORS ARE AND WERE CERTI-
FIED PUBLIC ACCOUNTANTS,
(III) AT LEAST FIFTY-ONE PERCENT OF THE OFFICERS ARE AND WERE CERTI-
FIED PUBLIC ACCOUNTANTS,
(IV) THE PRESIDENT, THE CHAIRPERSON OF THE BOARD OF DIRECTORS AND THE
CHIEF EXECUTIVE OFFICER OR OFFICERS ARE AND WERE CERTIFIED PUBLIC
ACCOUNTANTS.
THE STATEMENT SHALL BE SIGNED BY THE PRESIDENT OR ANY CERTIFIED PUBLIC
ACCOUNTANT VICE-PRESIDENT AND ATTESTED TO BY THE SECRETARY OR ANY
ASSISTANT SECRETARY OF THE CORPORATION.
S 9. Paragraph (d) of section 1525 of the business corporation law, as
added by chapter 505 of the laws of 1983, is amended to read as follows:
(d) "Foreign professional service corporation" means a professional
service corporation, whether or not denominated as such, organized under
the laws of a jurisdiction other than this state, all of the sharehold-
ers, directors and officers of which are authorized and licensed to
practice the profession for which such corporation is licensed to do
business; except that all shareholders, directors and officers of a
foreign professional service corporation which provides health services
in this state shall be licensed in this state. NOTWITHSTANDING ANY OTHER
PROVISION OF LAW A FOREIGN PROFESSIONAL SERVICE CORPORATION FORMED TO
LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY, AS SUCH PRACTICE
IS RESPECTIVELY DEFINED UNDER ARTICLE ONE HUNDRED FORTY-NINE OF THE
EDUCATION LAW, SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF
THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING
OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE FIRM'S
OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY
IN SOME STATE, AND (2) THAT ALL SHAREHOLDERS OF A FOREIGN PROFESSIONAL
SERVICE CORPORATION WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS STATE,
AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS STATE,
HOLD A VALID LICENSE ISSUED UNDER SECTION SEVENTY-FOUR HUNDRED FOUR OF
THE EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION
SEVENTY-FOUR HUNDRED FIVE OF THE EDUCATION LAW. ALTHOUGH FIRMS MAY
INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS MUST COMPLY WITH
RULES PROMULGATED BY THE STATE BOARD FOR PUBLIC ACCOUNTANCY. NOTWITH-
STANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS SECTION MAY NOT
HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE WORDS "CERTI-
FIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS," OR THE
ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM THAT IS
INCORPORATED UNDER THIS SECTION SHALL BE (1) A NATURAL PERSON WHO
ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED
ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP
OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY
INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
THE BUSINESS CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR
PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE
SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE
DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
S 10. The fourteenth undesignated paragraph of section 2 of the part-
nership law, as added by chapter 576 of the laws of 1994, is amended to
read as follows:
S. 4672 6
"Professional partnership" means (1) a partnership without limited
partners each of whose partners is a professional authorized by law to
render a professional service within this state, (2) a partnership with-
out limited partners each of whose partners is a professional, at least
one of whom is authorized by law to render a professional service within
this state or (3) a partnership without limited partners authorized by,
or holding a license, certificate, registration or permit issued by the
licensing authority pursuant to the education law to render a profes-
sional service within this state; except that all partners of a profes-
sional partnership that provides medical services in this state must be
licensed pursuant to article 131 of the education law to practice medi-
cine in this state and all partners of a professional partnership that
provides dental services in this state must be licensed pursuant to
article 133 of the education law to practice dentistry in this state;
[and further] except that all partners of a professional partnership
that provides professional engineering, land surveying, architectural
and/or landscape architectural services in this state must be licensed
pursuant to article 145, article 147 and/or article 148 of the education
law to practice one or more of such professions in this state; AND
FURTHER EXCEPT THAT ALL PARTNERS OF A PROFESSIONAL PARTNERSHIP THAT
PROVIDES PUBLIC ACCOUNTANCY SERVICES, WHOSE PRINCIPAL PLACE OF BUSINESS
IS IN THIS STATE AND WHO PROVIDE PUBLIC ACCOUNTANCY SERVICES, MUST BE
LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC
ACCOUNTANCY IN THIS STATE. NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW
A PROFESSIONAL PARTNERSHIP FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF
PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTI-
CLE 149 OF THE EDUCATION LAW, SHALL BE REQUIRED TO SHOW (1) THAT A
SIMPLE MAJORITY OF THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL
INTERESTS, INCLUDING OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS
HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE
PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT ALL SHAREHOLDERS OF A
PROFESSIONAL PARTNERSHIP WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS
STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS
STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION 7404 OF THE EDUCATION
LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF THE EDUCA-
TION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND
ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR
PUBLIC ACCOUNTANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED
UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME
INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC
ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE
OWNER OF A FIRM THAT IS INCORPORATED UNDER THIS SECTION SHALL BE (1) A
NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR
ITS AFFILIATED ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED
TO, A PARTNERSHIP OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL
OWNER OF AN EQUITY INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO
ACTIVELY PARTICIPATES IN THE BUSINESS CONDUCTED BY THE FIRM OR ITS
AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTIC-
IPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY
TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
S 11. The fourteenth undesignated paragraph of section 2 of the part-
nership law, as amended by chapter 475 of the laws of 2014, is amended
to read as follows:
"Professional partnership" means (1) a partnership without limited
partners each of whose partners is a professional authorized by law to
render a professional service within this state, (2) a partnership with-
S. 4672 7
out limited partners each of whose partners is a professional, at least
one of whom is authorized by law to render a professional service within
this state or (3) a partnership without limited partners authorized by,
or holding a license, certificate, registration or permit issued by the
licensing authority pursuant to the education law to render a profes-
sional service within this state; except that all partners of a profes-
sional partnership that provides medical services in this state must be
licensed pursuant to article 131 of the education law to practice medi-
cine in this state and all partners of a professional partnership that
provides dental services in this state must be licensed pursuant to
article 133 of the education law to practice dentistry in this state;
[and further] except that all partners of a professional partnership
that provides professional engineering, land surveying, geologic, archi-
tectural and/or landscape architectural services in this state must be
licensed pursuant to article 145, article 147 and/or article 148 of the
education law to practice one or more of such professions in this state;
AND FURTHER EXCEPT THAT ALL PARTNERS OF A PROFESSIONAL PARTNERSHIP THAT
PROVIDES PUBLIC ACCOUNTANCY SERVICES, WHOSE PRINCIPAL PLACE OF BUSINESS
IS IN THIS STATE AND WHO PROVIDE PUBLIC ACCOUNTANCY SERVICES, MUST BE
LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC
ACCOUNTANCY IN THIS STATE. NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW
A PROFESSIONAL PARTNERSHIP FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF
PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTI-
CLE 149 OF THE EDUCATION LAW, SHALL BE REQUIRED TO SHOW (1) THAT A
SIMPLE MAJORITY OF THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL
INTERESTS, INCLUDING OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS
HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE
PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT ALL SHAREHOLDERS OF A
PROFESSIONAL PARTNERSHIP WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS
STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS
STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION 7404 OF THE EDUCATION
LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF THE EDUCA-
TION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND
ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR
PUBLIC ACCOUNTANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED
UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME
INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC
ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE
OWNER OF A FIRM THAT IS INCORPORATED UNDER THIS SECTION SHALL BE (1) A
NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR
ITS AFFILIATED ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED
TO, A PARTNERSHIP OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL
OWNER OF AN EQUITY INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO
ACTIVELY PARTICIPATES IN THE BUSINESS CONDUCTED BY THE FIRM OR ITS
AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTIC-
IPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY
TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
S 12. Subdivision (q) of section 121-1500 of the partnership law, as
amended by chapter 554 of the laws of 2013, is amended to read as
follows:
(q) Each partner of a registered limited liability partnership formed
to provide medical services in this state must be licensed pursuant to
article 131 of the education law to practice medicine in this state and
each partner of a registered limited liability partnership formed to
provide dental services in this state must be licensed pursuant to arti-
cle 133 of the education law to practice dentistry in this state. Each
S. 4672 8
partner of a registered limited liability partnership formed to provide
veterinary services in this state must be licensed pursuant to article
135 of the education law to practice veterinary medicine in this state.
EACH PARTNER OF A REGISTERED LIMITED LIABILITY PARTNERSHIP FORMED TO
PROVIDE PUBLIC ACCOUNTANCY SERVICES, WHOSE PRINCIPAL PLACE OF BUSINESS
IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES, MUST BE
LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC
ACCOUNTANCY IN THIS STATE. Each partner of a registered limited liabil-
ity partnership formed to provide professional engineering, land survey-
ing, architectural and/or landscape architectural services in this state
must be licensed pursuant to article 145, article 147 and/or article 148
of the education law to practice one or more of such professions in this
state. Each partner of a registered limited liability partnership formed
to provide licensed clinical social work services in this state must be
licensed pursuant to article 154 of the education law to practice clin-
ical social work in this state. Each partner of a registered limited
liability partnership formed to provide creative arts therapy services
in this state must be licensed pursuant to article 163 of the education
law to practice creative arts therapy in this state. Each partner of a
registered limited liability partnership formed to provide marriage and
family therapy services in this state must be licensed pursuant to arti-
cle 163 of the education law to practice marriage and family therapy in
this state. Each partner of a registered limited liability partnership
formed to provide mental health counseling services in this state must
be licensed pursuant to article 163 of the education law to practice
mental health counseling in this state. Each partner of a registered
limited liability partnership formed to provide psychoanalysis services
in this state must be licensed pursuant to article 163 of the education
law to practice psychoanalysis in this state. Each partner of a regis-
tered limited liability partnership formed to provide applied behavior
analysis service in this state must be licensed or certified pursuant to
article 167 of the education law to practice applied behavior analysis
in this state. NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW A LIMITED
LIABILITY PARTNERSHIP FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF
PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTI-
CLE 149 OF THE EDUCATION LAW, SHALL BE REQUIRED TO SHOW (1) THAT A
SIMPLE MAJORITY OF THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL
INTERESTS, INCLUDING OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS
HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE
PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT ALL PARTNERS OF A LIMITED
LIABILITY PARTNERSHIP WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS
STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS
STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION 7404 OF THE EDUCATION
LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF THE EDUCA-
TION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND
ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR
PUBLIC ACCOUNTANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED
UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME
INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC
ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE
OWNER OF A FIRM THAT IS INCORPORATED UNDER THIS SECTION SHALL BE (1) A
NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR
ITS AFFILIATED ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED
TO, A PARTNERSHIP OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL
OWNER OF AN EQUITY INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO
ACTIVELY PARTICIPATES IN THE BUSINESS CONDUCTED BY THE FIRM OR ITS
S. 4672 9
AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTIC-
IPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY
TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
S 13. Subdivision (q) of section 121-1500 of the partnership law, as
amended by chapter 475 of the laws of 2014, is amended to read as
follows:
(q) Each partner of a registered limited liability partnership formed
to provide medical services in this state must be licensed pursuant to
article 131 of the education law to practice medicine in this state and
each partner of a registered limited liability partnership formed to
provide dental services in this state must be licensed pursuant to arti-
cle 133 of the education law to practice dentistry in this state. Each
partner of a registered limited liability partnership formed to provide
veterinary services in this state must be licensed pursuant to article
135 of the education law to practice veterinary medicine in this state.
EACH PARTNER OF A REGISTERED LIMITED LIABILITY PARTNERSHIP FORMED TO
PROVIDE PUBLIC ACCOUNTANCY SERVICES, WHOSE PRINCIPAL PLACE OF BUSINESS
IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES, MUST BE
LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC
ACCOUNTANCY IN THIS STATE. Each partner of a registered limited liabil-
ity partnership formed to provide professional engineering, land survey-
ing, geological services, architectural and/or landscape architectural
services in this state must be licensed pursuant to article 145, article
147 and/or article 148 of the education law to practice one or more of
such professions in this state. Each partner of a registered limited
liability partnership formed to provide licensed clinical social work
services in this state must be licensed pursuant to article 154 of the
education law to practice clinical social work in this state. Each part-
ner of a registered limited liability partnership formed to provide
creative arts therapy services in this state must be licensed pursuant
to article 163 of the education law to practice creative arts therapy in
this state. Each partner of a registered limited liability partnership
formed to provide marriage and family therapy services in this state
must be licensed pursuant to article 163 of the education law to prac-
tice marriage and family therapy in this state. Each partner of a regis-
tered limited liability partnership formed to provide mental health
counseling services in this state must be licensed pursuant to article
163 of the education law to practice mental health counseling in this
state. Each partner of a registered limited liability partnership formed
to provide psychoanalysis services in this state must be licensed pursu-
ant to article 163 of the education law to practice psychoanalysis in
this state. Each partner of a registered limited liability partnership
formed to provide applied behavior analysis service in this state must
be licensed or certified pursuant to article 167 of the education law to
practice applied behavior analysis in this state. NOTWITHSTANDING ANY
OTHER PROVISIONS OF LAW A LIMITED LIABILITY PARTNERSHIP FORMED TO
LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY, AS SUCH PRACTICE
IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE EDUCATION LAW, SHALL BE
REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF THE OWNERSHIP OF THE
FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING OWNERSHIP-BASED COMPEN-
SATION, AND VOTING RIGHTS HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVID-
UALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT
ALL PARTNERS OF A LIMITED LIABILITY PARTNERSHIP WHOSE PRINCIPAL PLACE OF
BUSINESS IS IN THIS STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC
ACCOUNTANCY IN THIS STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION
7404 OF THE EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER
S. 4672 10
SECTION 7405 OF THE EDUCATION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICEN-
SEE OWNERS, THE FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED
BY THE STATE BOARD FOR PUBLIC ACCOUNTANCY. NOTWITHSTANDING THE FOREGO-
ING, A FIRM REGISTERED UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE
OWNERS IF THE FIRM'S NAME INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNT-
ANT," OR "CERTIFIED PUBLIC ACCOUNTS," OR THE ABBREVIATIONS "CPA" OR
"CPAS." EACH NON-LICENSEE OWNER OF A FIRM THAT IS INCORPORATED UNDER
THIS SECTION SHALL BE (1) A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
THE BUSINESS OF THE FIRM OR ITS AFFILIATED ENTITIES, OR (2) AN ENTITY,
INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP OR PROFESSIONAL CORPO-
RATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY INTEREST IN SUCH
ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS
CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF THIS
SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS
OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR
MANAGEMENT OF THE FIRM.
S 14. Subdivision (q) of section 121-1502 of the partnership law, as
amended by chapter 554 of the laws of 2013, is amended to read as
follows:
(q) Each partner of a foreign limited liability partnership which
provides medical services in this state must be licensed pursuant to
article 131 of the education law to practice medicine in the state and
each partner of a foreign limited liability partnership which provides
dental services in the state must be licensed pursuant to article 133 of
the education law to practice dentistry in this state. Each partner of a
foreign limited liability partnership which provides veterinary service
in the state shall be licensed pursuant to article 135 of the education
law to practice veterinary medicine in this state. Each partner of a
foreign limited liability partnership which provides professional engi-
neering, land surveying, architectural and/or landscape architectural
services in this state must be licensed pursuant to article 145, article
147 and/or article 148 of the education law to practice one or more of
such professions. EACH PARTNER OF A FOREIGN REGISTERED LIMITED LIABILITY
PARTNERSHIP FORMED TO PROVIDE PUBLIC ACCOUNTANCY SERVICES, WHOSE PRINCI-
PAL PLACE OF BUSINESS IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUN-
TANCY SERVICES, MUST BE LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCA-
TION LAW TO PRACTICE PUBLIC ACCOUNTANCY IN THIS STATE. Each partner of a
foreign limited liability partnership which provides licensed clinical
social work services in this state must be licensed pursuant to article
154 of the education law to practice licensed clinical social work in
this state. Each partner of a foreign limited liability partnership
which provides creative arts therapy services in this state must be
licensed pursuant to article 163 of the education law to practice crea-
tive arts therapy in this state. Each partner of a foreign limited
liability partnership which provides marriage and family therapy
services in this state must be licensed pursuant to article 163 of the
education law to practice marriage and family therapy in this state.
Each partner of a foreign limited liability partnership which provides
mental health counseling services in this state must be licensed pursu-
ant to article 163 of the education law to practice mental health coun-
seling in this state. Each partner of a foreign limited liability part-
nership which provides psychoanalysis services in this state must be
licensed pursuant to article 163 of the education law to practice
psychoanalysis in this state. Each partner of a foreign limited liabil-
ity partnership which provides applied behavior analysis services in
this state must be licensed or certified pursuant to article 167 of the
S. 4672 11
education law to practice applied behavior analysis in this state.
NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW A FOREIGN LIMITED LIABILITY
PARTNERSHIP FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUN-
TANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE
EDUCATION LAW, SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF
THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING
OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE FIRM'S
OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY
IN SOME STATE, AND (2) THAT ALL PARTNERS OF A FOREIGN LIMITED LIABILITY
PARTNERSHIP WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS STATE, AND WHO
ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS STATE, HOLD A
VALID LICENSE ISSUED UNDER SECTION 7404 OF THE EDUCATION LAW OR ARE
PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF THE EDUCATION LAW.
ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS
MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR PUBLIC ACCOUN-
TANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS
SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE
WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS,"
OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM
THAT IS INCORPORATED UNDER THIS SECTION SHALL BE (1) A NATURAL PERSON
WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED
ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP
OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY
INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
THE BUSINESS CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR
PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE
SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE
DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
S 15. Subdivision (q) of section 121-1502 of the partnership law, as
amended by chapter 475 of the laws of 2014, is amended to read as
follows:
(q) Each partner of a foreign limited liability partnership which
provides medical services in this state must be licensed pursuant to
article 131 of the education law to practice medicine in the state and
each partner of a foreign limited liability partnership which provides
dental services in the state must be licensed pursuant to article 133 of
the education law to practice dentistry in this state. Each partner of a
foreign limited liability partnership which provides veterinary service
in the state shall be licensed pursuant to article 135 of the education
law to practice veterinary medicine in this state. Each partner of a
foreign limited liability partnership which provides professional engi-
neering, land surveying, geological services, architectural and/or land-
scape architectural services in this state must be licensed pursuant to
article 145, article 147 and/or article 148 of the education law to
practice one or more of such professions. EACH PARTNER OF A FOREIGN
REGISTERED LIMITED LIABILITY PARTNERSHIP FORMED TO PROVIDE PUBLIC
ACCOUNTANCY SERVICES, WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS STATE
AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES, MUST BE LICENSED PURSUANT
TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC ACCOUNTANCY IN
THIS STATE. Each partner of a foreign limited liability partnership
which provides licensed clinical social work services in this state must
be licensed pursuant to article 154 of the education law to practice
licensed clinical social work in this state. Each partner of a foreign
limited liability partnership which provides creative arts therapy
services in this state must be licensed pursuant to article 163 of the
education law to practice creative arts therapy in this state. Each
S. 4672 12
partner of a foreign limited liability partnership which provides
marriage and family therapy services in this state must be licensed
pursuant to article 163 of the education law to practice marriage and
family therapy in this state. Each partner of a foreign limited liabil-
ity partnership which provides mental health counseling services in this
state must be licensed pursuant to article 163 of the education law to
practice mental health counseling in this state. Each partner of a
foreign limited liability partnership which provides psychoanalysis
services in this state must be licensed pursuant to article 163 of the
education law to practice psychoanalysis in this state. Each partner of
a foreign limited liability partnership which provides applied behavior
analysis services in this state must be licensed or certified pursuant
to article 167 of the education law to practice applied behavior analy-
sis in this state. NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW A
FOREIGN LIMITED LIABILITY PARTNERSHIP FORMED TO LAWFULLY ENGAGE IN THE
PRACTICE OF PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED
UNDER ARTICLE 149 OF THE EDUCATION LAW, SHALL BE REQUIRED TO SHOW (1)
THAT A SIMPLE MAJORITY OF THE OWNERSHIP OF THE FIRM, IN TERMS OF FINAN-
CIAL INTERESTS, INCLUDING OWNERSHIP-BASED COMPENSATION, AND VOTING
RIGHTS HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVIDUALS LICENSED TO
PRACTICE PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT ALL PARTNERS OF
A FOREIGN LIMITED LIABILITY PARTNERSHIP WHOSE PRINCIPAL PLACE OF BUSI-
NESS IS IN THIS STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC
ACCOUNTANCY IN THIS STATE, HOLD A VALID LICENCE ISSUED UNDER SECTION
7404 OF THE EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER
SECTION 7405 OF THE EDUCATION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICEN-
SEE OWNERS, THE FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED
BY THE STATE BOARD FOR PUBLIC ACCOUNTANCY. NOTWITHSTANDING THE FOREGO-
ING, A FIRM REGISTERED UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE
OWNERS IF THE FIRM'S NAME INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNT-
ANT," OR "CERTIFIED PUBLIC ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR
"CPAS." EACH NON-LICENSEE OWNER OF A FIRM THAT IS INCORPORATED UNDER
THIS SECTION SHALL BE (1) A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
THE BUSINESS OF THE FIRM OR ITS AFFILIATED ENTITIES, OR (2) AN ENTITY,
INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP OR PROFESSIONAL CORPO-
RATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY INTEREST IN SUCH
ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS
CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF THIS
SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS
OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR
MANAGEMENT OF THE FIRM.
S 16. Subdivision (h) of section 121-101 of the partnership law, as
added by chapter 950 of the laws of 1990, is amended to read as follows:
(h) "Limited partnership" and "domestic limited partnership" mean,
unless the context otherwise requires, a partnership (i) formed by two
or more persons pursuant to this article or which complies with subdivi-
sion (a) of section 121-1202 of this article and (ii) having one or more
general partners and one or more limited partners. NOTWITHSTANDING ANY
OTHER PROVISIONS OF LAW A LIMITED PARTNERSHIP OR DOMESTIC LIMITED PART-
NERSHIP FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY,
AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE EDUCA-
TION LAW SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF THE
OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING OWNER-
SHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE FIRM'S OWNERS,
BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY IN SOME
STATE, AND (2) THAT ALL PARTNERS OF A LIMITED PARTNERSHIP OR DOMESTIC
S. 4672 13
LIMITED PARTNERSHIP, WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS STATE,
AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS STATE,
HOLD A VALID LICENSE ISSUED UNDER SECTION 7404 OF THE EDUCATION LAW OR
ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF THE EDUCATION LAW.
ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS
MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR PUBLIC ACCOUN-
TANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS
SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE
WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS,"
OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM
THAT IS REGISTERED UNDER THIS SECTION SHALL BE (1) A NATURAL PERSON WHO
ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED
ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP
OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY
INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
THE BUSINESS CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR
PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE
SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE
DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
S 17. Subdivision (b) of section 1207 of the limited liability company
law, as amended by chapter 554 of the laws of 2013, is amended to read
as follows:
(b) With respect to a professional service limited liability company
formed to provide medical services as such services are defined in arti-
cle 131 of the education law, each member of such limited liability
company must be licensed pursuant to article 131 of the education law to
practice medicine in this state. With respect to a professional service
limited liability company formed to provide dental services as such
services are defined in article 133 of the education law, each member of
such limited liability company must be licensed pursuant to article 133
of the education law to practice dentistry in this state. With respect
to a professional service limited liability company formed to provide
veterinary services as such services are defined in article 135 of the
education law, each member of such limited liability company must be
licensed pursuant to article 135 of the education law to practice veter-
inary medicine in this state. With respect to a professional service
limited liability company formed to provide professional engineering,
land surveying, architectural and/or landscape architectural services as
such services are defined in article 145, article 147 and article 148 of
the education law, each member of such limited liability company must be
licensed pursuant to article 145, article 147 and/or article 148 of the
education law to practice one or more of such professions in this state.
WITH RESPECT TO A PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY FORMED
TO PROVIDE PUBLIC ACCOUNTANCY SERVICES AS SUCH SERVICES ARE DEFINED IN
ARTICLE 149 OF THE EDUCATION LAW EACH MEMBER OF SUCH LIMITED LIABILITY
COMPANY WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS STATE AND WHO
PROVIDES PUBLIC ACCOUNTANCY SERVICES, MUST BE LICENSED PURSUANT TO ARTI-
CLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC ACCOUNTANCY IN THIS
STATE. With respect to a professional service limited liability company
formed to provide licensed clinical social work services as such
services are defined in article 154 of the education law, each member of
such limited liability company shall be licensed pursuant to article 154
of the education law to practice licensed clinical social work in this
state. With respect to a professional service limited liability company
formed to provide creative arts therapy services as such services are
defined in article 163 of the education law, each member of such limited
S. 4672 14
liability company must be licensed pursuant to article 163 of the educa-
tion law to practice creative arts therapy in this state. With respect
to a professional service limited liability company formed to provide
marriage and family therapy services as such services are defined in
article 163 of the education law, each member of such limited liability
company must be licensed pursuant to article 163 of the education law to
practice marriage and family therapy in this state. With respect to a
professional service limited liability company formed to provide mental
health counseling services as such services are defined in article 163
of the education law, each member of such limited liability company must
be licensed pursuant to article 163 of the education law to practice
mental health counseling in this state. With respect to a professional
service limited liability company formed to provide psychoanalysis
services as such services are defined in article 163 of the education
law, each member of such limited liability company must be licensed
pursuant to article 163 of the education law to practice psychoanalysis
in this state. With respect to a professional service limited liability
company formed to provide applied behavior analysis services as such
services are defined in article 167 of the education law, each member of
such limited liability company must be licensed or certified pursuant to
article 167 of the education law to practice applied behavior analysis
in this state. NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW A PROFES-
SIONAL SERVICE LIMITED LIABILITY COMPANY FORMED TO LAWFULLY ENGAGE IN
THE PRACTICE OF PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY
DEFINED UNDER ARTICLE 149 OF THE EDUCATION LAW SHALL BE REQUIRED TO SHOW
(1) THAT A SIMPLE MAJORITY OF THE OWNERSHIP OF THE FIRM, IN TERMS OF
FINANCIAL INTERESTS, INCLUDING OWNERSHIP-BASED COMPENSATION, AND VOTING
RIGHTS HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVIDUALS LICENSED TO
PRACTICE PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT ALL MEMBERS OF A
LIMITED PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY, WHOSE PRINCIPAL
PLACE OF BUSINESS IS IN THIS STATE, AND WHO ARE ENGAGED IN THE PRACTICE
OF PUBLIC ACCOUNTANCY IN THIS STATE, HOLD A VALID LICENSE ISSUED UNDER
SECTION 7404 OF ARTICLE 149 OF THE EDUCATION LAW OR ARE PUBLIC ACCOUNT-
ANTS LICENSED UNDER SECTION 7405 OF ARTICLE 149 OF THE EDUCATION LAW.
ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS
MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR PUBLIC ACCOUN-
TANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS
SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE
WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS,"
OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM
THAT IS REGISTERED UNDER THIS SECTION SHALL BE (1) A NATURAL PERSON WHO
ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED
ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP
OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY
INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
THE BUSINESS CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR
PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE
SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE
DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
S 18. Subdivision (b) of section 1207 of the limited liability company
law, as amended by chapter 475 of the laws of 2014, is amended to read
as follows:
(b) With respect to a professional service limited liability company
formed to provide medical services as such services are defined in arti-
cle 131 of the education law, each member of such limited liability
company must be licensed pursuant to article 131 of the education law to
S. 4672 15
practice medicine in this state. With respect to a professional service
limited liability company formed to provide dental services as such
services are defined in article 133 of the education law, each member of
such limited liability company must be licensed pursuant to article 133
of the education law to practice dentistry in this state. With respect
to a professional service limited liability company formed to provide
veterinary services as such services are defined in article 135 of the
education law, each member of such limited liability company must be
licensed pursuant to article 135 of the education law to practice veter-
inary medicine in this state. With respect to a professional service
limited liability company formed to provide professional engineering,
land surveying, architectural, landscape architectural and/or geological
services as such services are defined in article 145, article 147 and
article 148 of the education law, each member of such limited liability
company must be licensed pursuant to article 145, article 147 and/or
article 148 of the education law to practice one or more of such
professions in this state. WITH RESPECT TO A PROFESSIONAL SERVICE
LIMITED LIABILITY COMPANY FORMED TO PROVIDE PUBLIC ACCOUNTANCY SERVICES
AS SUCH SERVICES ARE DEFINED IN ARTICLE 149 OF THE EDUCATION LAW EACH
MEMBER OF SUCH LIMITED LIABILITY COMPANY WHOSE PRINCIPAL PLACE OF BUSI-
NESS IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES, MUST
BE LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE
PUBLIC ACCOUNTANCY IN THIS STATE. With respect to a professional service
limited liability company formed to provide licensed clinical social
work services as such services are defined in article 154 of the educa-
tion law, each member of such limited liability company shall be
licensed pursuant to article 154 of the education law to practice
licensed clinical social work in this state. With respect to a profes-
sional service limited liability company formed to provide creative arts
therapy services as such services are defined in article 163 of the
education law, each member of such limited liability company must be
licensed pursuant to article 163 of the education law to practice crea-
tive arts therapy in this state. With respect to a professional service
limited liability company formed to provide marriage and family therapy
services as such services are defined in article 163 of the education
law, each member of such limited liability company must be licensed
pursuant to article 163 of the education law to practice marriage and
family therapy in this state. With respect to a professional service
limited liability company formed to provide mental health counseling
services as such services are defined in article 163 of the education
law, each member of such limited liability company must be licensed
pursuant to article 163 of the education law to practice mental health
counseling in this state. With respect to a professional service limited
liability company formed to provide psychoanalysis services as such
services are defined in article 163 of the education law, each member of
such limited liability company must be licensed pursuant to article 163
of the education law to practice psychoanalysis in this state. With
respect to a professional service limited liability company formed to
provide applied behavior analysis services as such services are defined
in article 167 of the education law, each member of such limited liabil-
ity company must be licensed or certified pursuant to article 167 of the
education law to practice applied behavior analysis in this state.
NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW A PROFESSIONAL SERVICE
LIMITED LIABILITY COMPANY FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF
PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTI-
CLE 149 OF THE EDUCATION LAW SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE
S. 4672 16
MAJORITY OF THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS,
INCLUDING OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE
FIRM'S OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC
ACCOUNTANCY IN SOME STATE, AND (2) THAT ALL MEMBERS OF A LIMITED PROFES-
SIONAL SERVICE LIMITED LIABILITY COMPANY, WHOSE PRINCIPAL PLACE OF BUSI-
NESS IS IN THIS STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC
ACCOUNTANCY IN THIS STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION
7404 OF ARTICLE 149 OF THE EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS
LICENSED UNDER SECTION 7405 OF ARTICLE 149 OF THE EDUCATION LAW.
ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS
MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR PUBLIC ACCOUN-
TANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS
SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE
WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS,"
OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM
THAT IS REGISTERED UNDER THIS SECTION SHALL BE (1) A NATURAL PERSON WHO
ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED
ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP
OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY
INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
THE BUSINESS CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR
PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE
SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE
DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
S 19. Subdivisions (a) and (f) of section 1301 of the limited liabil-
ity company law, subdivision (a) as amended by chapter 554 of the laws
of 2013 and subdivision (f) as amended by chapter 170 of the laws of
1996, are amended to read as follows:
(a) "Foreign professional service limited liability company" means a
professional service limited liability company, whether or not denomi-
nated as such, organized under the laws of a jurisdiction other than
this state, (i) each of whose members and managers, if any, is a profes-
sional authorized by law to render a professional service within this
state and who is or has been engaged in the practice of such profession
in such professional service limited liability company or a predecessor
entity, or will engage in the practice of such profession in the profes-
sional service limited liability company within thirty days of the date
such professional becomes a member, or each of whose members and manag-
ers, if any, is a professional at least one of such members is author-
ized by law to render a professional service within this state and who
is or has been engaged in the practice of such profession in such
professional service limited liability company or a predecessor entity,
or will engage in the practice of such profession in the professional
service limited liability company within thirty days of the date such
professional becomes a member, or (ii) authorized by, or holding a
license, certificate, registration or permit issued by the licensing
authority pursuant to, the education law to render a professional
service within this state; except that all members and managers, if any,
of a foreign professional service limited liability company that
provides health services in this state shall be licensed in this state.
With respect to a foreign professional service limited liability company
which provides veterinary services as such services are defined in arti-
cle 135 of the education law, each member of such foreign professional
service limited liability company shall be licensed pursuant to article
135 of the education law to practice veterinary medicine. With respect
to a foreign professional service limited liability company which
S. 4672 17
provides medical services as such services are defined in article 131 of
the education law, each member of such foreign professional service
limited liability company must be licensed pursuant to article 131 of
the education law to practice medicine in this state. With respect to a
foreign professional service limited liability company which provides
dental services as such services are defined in article 133 of the
education law, each member of such foreign professional service limited
liability company must be licensed pursuant to article 133 of the educa-
tion law to practice dentistry in this state. With respect to a foreign
professional service limited liability company which provides profes-
sional engineering, land surveying, architectural and/or landscape
architectural services as such services are defined in article 145,
article 147 and article 148 of the education law, each member of such
foreign professional service limited liability company must be licensed
pursuant to article 145, article 147 and/or article 148 of the education
law to practice one or more of such professions in this state. WITH
RESPECT TO A FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY
WHICH PROVIDES PUBLIC ACCOUNTANCY SERVICES AS SUCH SERVICES ARE DEFINED
IN ARTICLE 149 OF THE EDUCATION LAW, EACH MEMBER OF SUCH FOREIGN PROFES-
SIONAL SERVICE LIMITED LIABILITY COMPANY WHOSE PRINCIPAL PLACE OF BUSI-
NESS IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES,
SHALL BE LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRAC-
TICE PUBLIC ACCOUNTANCY IN THIS STATE. With respect to a foreign profes-
sional service limited liability company which provides licensed clin-
ical social work services as such services are defined in article 154 of
the education law, each member of such foreign professional service
limited liability company shall be licensed pursuant to article 154 of
the education law to practice clinical social work in this state. With
respect to a foreign professional service limited liability company
which provides creative arts therapy services as such services are
defined in article 163 of the education law, each member of such foreign
professional service limited liability company must be licensed pursuant
to article 163 of the education law to practice creative arts therapy in
this state. With respect to a foreign professional service limited
liability company which provides marriage and family therapy services as
such services are defined in article 163 of the education law, each
member of such foreign professional service limited liability company
must be licensed pursuant to article 163 of the education law to prac-
tice marriage and family therapy in this state. With respect to a
foreign professional service limited liability company which provides
mental health counseling services as such services are defined in arti-
cle 163 of the education law, each member of such foreign professional
service limited liability company must be licensed pursuant to article
163 of the education law to practice mental health counseling in this
state. With respect to a foreign professional service limited liability
company which provides psychoanalysis services as such services are
defined in article 163 of the education law, each member of such foreign
professional service limited liability company must be licensed pursuant
to article 163 of the education law to practice psychoanalysis in this
state. With respect to a foreign professional service limited liability
company which provides applied behavior analysis services as such
services are defined in article 167 of the education law, each member of
such foreign professional service limited liability company must be
licensed or certified pursuant to article 167 of the education law to
practice applied behavior analysis in this state. NOTWITHSTANDING ANY
OTHER PROVISIONS OF LAW A FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY
S. 4672 18
COMPANY FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY,
AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE EDUCA-
TION LAW SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF THE
OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING OWNER-
SHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE FIRM'S OWNERS,
BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY IN SOME
STATE, AND (2) THAT ALL MEMBERS OF A FOREIGN LIMITED PROFESSIONAL
SERVICE LIMITED LIABILITY COMPANY, WHOSE PRINCIPAL PLACE OF BUSINESS IS
IN THIS STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY
IN THIS STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION 7404 OF THE
EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF
THE EDUCATION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE
FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE
BOARD FOR PUBLIC ACCOUNTANCY. NOTWITHSTANDING THE FOREGOING, A FIRM
REGISTERED UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE
FIRM'S NAME INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTI-
FIED PUBLIC ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH
NON-LICENSEE OWNER OF A FIRM THAT IS REGISTERED UNDER THIS SECTION SHALL
BE (1) A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF THE
FIRM OR ITS AFFILIATED ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT
LIMITED TO, A PARTNERSHIP OR PROFESSIONAL CORPORATION, PROVIDED EACH
BENEFICIAL OWNER OF AN EQUITY INTEREST IN SUCH ENTITY IS A NATURAL
PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS CONDUCTED BY THE FIRM
OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION, "ACTIVELY
PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHERWISE INDI-
VIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
(f) "Professional partnership" means (1) a partnership without limited
partners each of whose partners is a professional authorized by law to
render a professional service within this state, (2) a partnership with-
out limited partners each of whose partners is a professional, at least
one of whom is authorized by law to render a professional service within
this state or (3) a partnership without limited partners authorized by,
or holding a license, certificate, registration or permit issued by the
licensing authority pursuant to the education law to render a profes-
sional service within this state; except that all partners of a profes-
sional partnership that provides medical services in this state must be
licensed pursuant to article 131 of the education law to practice medi-
cine in this state and all partners of a professional partnership that
provides dental services in this state must be licensed pursuant to
article 133 of the education law to practice dentistry in this state;
except that all partners of a professional partnership that provides
veterinary services in this state must be licensed pursuant to article
135 of the education law to practice veterinary medicine in this state;
and further except that all partners of a professional partnership that
provides professional engineering, land surveying, architectural, and/or
landscape architectural services in this state must be licensed pursuant
to article 145, article 147 and/or article 148 of the education law to
practice one or more of such professions. WITH RESPECT TO A PROFES-
SIONAL PARTNERSHIP WHICH PROVIDES PUBLIC ACCOUNTANCY SERVICES AS SUCH
SERVICES ARE DEFINED IN ARTICLE 149 OF THE EDUCATION LAW, EACH MEMBER OF
SUCH PROFESSIONAL PARTNERSHIP WHOSE PRINCIPAL PLACE OF BUSINESS IS IN
THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES, SHALL BE
LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC
ACCOUNTANCY. NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW A PROFESSIONAL
PARTNERSHIP FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUN-
TANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE
S. 4672 19
EDUCATION LAW SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF
THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING
OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE FIRM'S
OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY
IN SOME STATE, AND (2) THAT ALL MEMBERS OF A LIMITED PROFESSIONAL PART-
NERSHIP, WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS STATE, AND WHO ARE
ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS STATE, HOLD A
VALID LICENSE ISSUED UNDER SECTION 7404 OF THE EDUCATION LAW OR ARE
PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF THE EDUCATION LAW.
ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS
MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR PUBLIC ACCOUN-
TANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS
SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE
WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS,"
OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM
THAT IS REGISTERED UNDER THIS SECTION SHALL BE (1) A NATURAL PERSON WHO
ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED
ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP
OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY
INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
THE BUSINESS CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR
PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE
SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE
DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
S 20. Subdivisions (a) and (f) of section 1301 of the limited liabil-
ity company law, as amended by chapter 475 of the laws of 2014, are
amended to read as follows:
(a) "Foreign professional service limited liability company" means a
professional service limited liability company, whether or not denomi-
nated as such, organized under the laws of a jurisdiction other than
this state, (i) each of whose members and managers, if any, is a profes-
sional authorized by law to render a professional service within this
state and who is or has been engaged in the practice of such profession
in such professional service limited liability company or a predecessor
entity, or will engage in the practice of such profession in the profes-
sional service limited liability company within thirty days of the date
such professional becomes a member, or each of whose members and manag-
ers, if any, is a professional at least one of such members is author-
ized by law to render a professional service within this state and who
is or has been engaged in the practice of such profession in such
professional service limited liability company or a predecessor entity,
or will engage in the practice of such profession in the professional
service limited liability company within thirty days of the date such
professional becomes a member, or (ii) authorized by, or holding a
license, certificate, registration or permit issued by the licensing
authority pursuant to, the education law to render a professional
service within this state; except that all members and managers, if any,
of a foreign professional service limited liability company that
provides health services in this state shall be licensed in this state.
With respect to a foreign professional service limited liability company
which provides veterinary services as such services are defined in arti-
cle 135 of the education law, each member of such foreign professional
service limited liability company shall be licensed pursuant to article
135 of the education law to practice veterinary medicine. With respect
to a foreign professional service limited liability company which
provides medical services as such services are defined in article 131 of
S. 4672 20
the education law, each member of such foreign professional service
limited liability company must be licensed pursuant to article 131 of
the education law to practice medicine in this state. With respect to a
foreign professional service limited liability company which provides
dental services as such services are defined in article 133 of the
education law, each member of such foreign professional service limited
liability company must be licensed pursuant to article 133 of the educa-
tion law to practice dentistry in this state. With respect to a foreign
professional service limited liability company which provides profes-
sional engineering, land surveying, geologic, architectural and/or land-
scape architectural services as such services are defined in article
145, article 147 and article 148 of the education law, each member of
such foreign professional service limited liability company must be
licensed pursuant to article 145, article 147 and/or article 148 of the
education law to practice one or more of such professions in this state.
WITH RESPECT TO A FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY
WHICH PROVIDES PUBLIC ACCOUNTANCY SERVICES AS SUCH SERVICES ARE DEFINED
IN ARTICLE 149 OF THE EDUCATION LAW, EACH MEMBER OF SUCH FOREIGN PROFES-
SIONAL SERVICE LIMITED LIABILITY COMPANY WHOSE PRINCIPAL PLACE OF BUSI-
NESS IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES,
SHALL BE LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRAC-
TICE PUBLIC ACCOUNTANCY IN THIS STATE. With respect to a foreign profes-
sional service limited liability company which provides licensed clin-
ical social work services as such services are defined in article 154 of
the education law, each member of such foreign professional service
limited liability company shall be licensed pursuant to article 154 of
the education law to practice clinical social work in this state. With
respect to a foreign professional service limited liability company
which provides creative arts therapy services as such services are
defined in article 163 of the education law, each member of such foreign
professional service limited liability company must be licensed pursuant
to article 163 of the education law to practice creative arts therapy in
this state. With respect to a foreign professional service limited
liability company which provides marriage and family therapy services as
such services are defined in article 163 of the education law, each
member of such foreign professional service limited liability company
must be licensed pursuant to article 163 of the education law to prac-
tice marriage and family therapy in this state. With respect to a
foreign professional service limited liability company which provides
mental health counseling services as such services are defined in arti-
cle 163 of the education law, each member of such foreign professional
service limited liability company must be licensed pursuant to article
163 of the education law to practice mental health counseling in this
state. With respect to a foreign professional service limited liability
company which provides psychoanalysis services as such services are
defined in article 163 of the education law, each member of such foreign
professional service limited liability company must be licensed pursuant
to article 163 of the education law to practice psychoanalysis in this
state. With respect to a foreign professional service limited liability
company which provides applied behavior analysis services as such
services are defined in article 167 of the education law, each member of
such foreign professional service limited liability company must be
licensed or certified pursuant to article 167 of the education law to
practice applied behavior analysis in this state. NOTWITHSTANDING ANY
OTHER PROVISIONS OF LAW A FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY
COMPANY FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY,
S. 4672 21
AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE EDUCA-
TION LAW SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF THE
OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING OWNER-
SHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE FIRM'S OWNERS,
BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY IN SOME
STATE, AND (2) THAT ALL MEMBERS OF A FOREIGN LIMITED PROFESSIONAL
SERVICE LIMITED LIABILITY COMPANY, WHOSE PRINCIPAL PLACE OF BUSINESS IS
IN THIS STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY
IN THIS STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION 7404 OF THE
EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF
THE EDUCATION LAW, ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE
FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE
BOARD FOR PUBLIC ACCOUNTANCY. NOTWITHSTANDING THE FOREGOING, A FIRM
REGISTERED UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE
FIRM'S NAME INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTI-
FIED PUBLIC ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH
NON-LICENSEE OWNER OF A FIRM THAT IS REGISTERED UNDER THIS SECTION SHALL
BE (1) A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF THE
FIRM OR ITS AFFILIATED ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT
LIMITED TO, A PARTNERSHIP OR PROFESSIONAL CORPORATION, PROVIDED EACH
BENEFICIAL OWNER OF AN EQUITY INTEREST IN SUCH ENTITY IS A NATURAL
PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS CONDUCTED BY THE FIRM
OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION, "ACTIVELY
PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHERWISE INDI-
VIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
(f) "Professional partnership" means (1) a partnership without limited
partners each of whose partners is a professional authorized by law to
render a professional service within this state, (2) a partnership with-
out limited partners each of whose partners is a professional, at least
one of whom is authorized by law to render a professional service within
this state or (3) a partnership without limited partners authorized by,
or holding a license, certificate, registration or permit issued by the
licensing authority pursuant to the education law to render a profes-
sional service within this state; except that all partners of a profes-
sional partnership that provides medical services in this state must be
licensed pursuant to article 131 of the education law to practice medi-
cine in this state and all partners of a professional partnership that
provides dental services in this state must be licensed pursuant to
article 133 of the education law to practice dentistry in this state;
except that all partners of a professional partnership that provides
veterinary services in this state must be licensed pursuant to article
135 of the education law to practice veterinary medicine in this state;
and further except that all partners of a professional partnership that
provides professional engineering, land surveying, geologic, architec-
tural, and/or landscape architectural services in this state must be
licensed pursuant to article 145, article 147 and/or article 148 of the
education law to practice one or more of such professions. WITH RESPECT
TO A PROFESSIONAL PARTNERSHIP WHICH PROVIDES PUBLIC ACCOUNTANCY SERVICES
AS SUCH SERVICES ARE DEFINED IN ARTICLE 149 OF THE EDUCATION LAW, EACH
MEMBER OF SUCH PROFESSIONAL PARTNERSHIP WHOSE PRINCIPAL PLACE OF BUSI-
NESS IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES,
SHALL BE LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRAC-
TICE PUBLIC ACCOUNTANCY. NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW A
PROFESSIONAL PARTNERSHIP FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF
PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTI-
CLE 149 OF THE EDUCATION LAW SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE
S. 4672 22
MAJORITY OF THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS,
INCLUDING OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE
FIRM'S OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC
ACCOUNTANCY IN SOME STATE, AND (2) THAT ALL MEMBERS OF A LIMITED PROFES-
SIONAL PARTNERSHIP, WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS STATE,
AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS STATE,
HOLD A VALID LICENSE ISSUED UNDER SECTION 7404 OF THE EDUCATION LAW OR
ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF THE EDUCATION LAW.
ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS
MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR PUBLIC ACCOUN-
TANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS
SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE
WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS,"
OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM
THAT IS REGISTERED UNDER THIS SECTION SHALL BE (1) A NATURAL PERSON WHO
ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED
ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP
OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY
INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
THE BUSINESS CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR
PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE
SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE
DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
S 21. This act shall take effect immediately; provided that sections
eleven, thirteen, fifteen, eighteen, and twenty of this act shall take
effect on the same date as sections 25, 26, 27, 22 and 23, respectively,
of chapter 475 of the laws of 2014 take effect.
