S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   3842
 
                        2019-2020 Regular Sessions
 
                             I N  S E N A T E
 
                             February 19, 2019
                                ___________
 
 Introduced by Sens. STAVISKY, LAVALLE -- read twice and ordered printed,
   and when printed to be committed to the Committee on Higher Education
 
 AN  ACT  to  amend  the education law, the business corporation law, the
   partnership law and the limited liability company law, in relation  to
   certified public accountants

   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. Section 7408 of the education law is amended  by  adding  a
 new subdivision 6 to read as follows:
   6. NOTWITHSTANDING ANY OTHER PROVISION OF LAW, ANY FIRM ESTABLISHED TO
 LAWFULLY  ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY PURSUANT TO ARTI-
 CLE FIFTEEN OF THE BUSINESS CORPORATION LAW, ARTICLES ONE AND EIGHT-B OF
 THE PARTNERSHIP LAW, OR ARTICLES TWELVE  AND  THIRTEEN  OF  THE  LIMITED
 LIABILITY  COMPANY  LAW SHALL BE DEEMED ELIGIBLE TO REGISTER PURSUANT TO
 THIS SECTION.
   § 2. Section 1503 of the business corporation law is amended by adding
 a new paragraph (h) to read as follows:
   (H) ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING  AS
 A  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 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 SHAREHOLDERS OF A 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
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
              

                                                            LBD04747-01-9

 S. 3842                             2
 
 AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD  OF
 REGENTS.    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 "CERTI-
 FIED  PUBLIC  ACCOUNTANTS,"  OR THE ABBREVIATIONS "CPA" OR "CPAS".  EACH
 NON-LICENSEE OWNER OF A FIRM THAT IS  INCORPORATED  UNDER  THIS  SECTION
 SHALL  BE  A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF
 THE FIRM OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF  THIS  SUBDIVISION,
 "ACTIVELY PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHER-
 WISE  INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF
 THE FIRM. SUCH A FIRM SHALL HAVE ATTACHED TO ITS CERTIFICATE OF INCORPO-
 RATION 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.
   § 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.
   § 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-
 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. 3842                             3
 
   § 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:
 § 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 OR SHE shall sever all employ-
 ment  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
 professional 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 OR HER profession within this state shall be deemed to constitute an
 irrevocable offer by the disqualified shareholder to  sell  his  OR  HER
 shares to the corporation, pursuant to the provisions of section 1510 of
 this  article  or of the certificate of incorporation, by-laws or agree-
 ment among the corporation and all shareholders, whichever  is  applica-
 ble.  Compliance  with  the  terms  of  such offer shall be specifically
 enforceable in the courts of this state. A professional  service  corpo-
 ration's failure to enforce compliance with this provision shall consti-
 tute a ground for forfeiture of its certificate of incorporation and its
 dissolution.
   § 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 OR HER shares in such corpo-
 ration except to another individual  who  is  eligible  to  have  shares
 issued  to  him OR HER by such corporation or except in trust to another
 individual who would be eligible to receive shares if  he  OR  SHE  were
 employed by the corporation. Nothing herein contained shall be construed
 to  prohibit  the  transfer  of  shares  by operation of law or by court
 decree.  No transferee of shares by operation of law or court decree may
 vote the shares for any purpose whatsoever except with respect to corpo-
 rate action under sections 909 and 1001 of this chapter. The restriction
 in the preceding sentence shall not apply, however, where such transfer-
 ee would be eligible to have shares issued to him OR HER if  he  OR  SHE
 were  an  employee of the corporation and, if there are other sharehold-
 ers, 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 shareholder, may be made only after the same
 shall have been approved by the board of directors, or at  a  sharehold-
 ers'  meeting  specially called for such purpose by such proportion, not
 less than a majority, of the outstanding shares as may  be  provided  in
 the  certificate of incorporation or in the by-laws of such professional

 S. 3842                             4
 
 service corporation. At such shareholders' meeting the  shares  held  by
 the  shareholder proposing to sell or transfer his OR HER 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 professional service corporation, or  the  profes-
 sional  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 corporation 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 corpo-
 ration. 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.
   § 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.
   § 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
 CORPORATION  AND  CERTIFY  AS THE DATE OF CERTIFICATION AND AT ALL TIMES
 OVER THE ENTIRE THREE YEAR PERIOD THAT:

 S. 3842                             5
 
   (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.
   § 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 DEFINED UNDER ARTICLE ONE HUNDRED FORTY-NINE OF THE EDUCATION LAW, OR
 EQUIVALENT STATE LAW, SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE MAJOR-
 ITY  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 OF REGENTS.  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
 OPERATING  UNDER  THIS  SECTION  SHALL  BE A NATURAL PERSON WHO ACTIVELY
 PARTICIPATES IN THE BUSINESS OF THE FIRM  OR  ITS  AFFILIATED  ENTITIES,
 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 OTHER-
 WISE  INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF
 THE FIRM.
   § 10. 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

 S. 3842                             6
 
 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
 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  OF  REGENTS.
 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 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

 S. 3842                             7
 
 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.
   §  11.  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
 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-

 S. 3842                             8
 
 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
 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 OF REGENTS.
 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.
   § 12. 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
 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 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 OF REGENTS.  NOTWITHSTANDING THE
 FOREGOING, A FIRM REGISTERED UNDER THIS SECTION MAY NOT HAVE  NON-LICEN-
 SEE  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  PARTIC-
 IPATES 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 BUSI-
 NESS 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  BUSI-
 NESS OR MANAGEMENT OF THE FIRM.

 S. 3842                             9
 
   § 13. 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
 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

 S. 3842                            10

 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
 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
 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  OF  REGENTS.
 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  PROFES-
 SIONAL 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 BUSI-
 NESS OR MANAGEMENT OF THE FIRM.
   § 14. Subdivision (a) of section 1301 of the limited liability company
 law, as amended by chapter 475 of the laws of 2014, is 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.

 S. 3842                            11
 
 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
 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

 S. 3842                            12

 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,
 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  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 OF REGENTS.    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
 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 PROFES-
 SIONAL 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  BUSI-
 NESS OR MANAGEMENT OF THE FIRM.
   § 15. This act shall take effect immediately.

                            
 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  3842--A
 
                        2019-2020 Regular Sessions
 
                             I N  S E N A T E
 
                             February 19, 2019
                                ___________
 
 Introduced   by   Sens.   STAVISKY,  LAVALLE,  ADDABBO,  COMRIE,  FUNKE,
   GOUNARDES, HOYLMAN, KAMINSKY, KENNEDY, MAYER, RAMOS, SEPULVEDA -- read
   twice and ordered printed, and when printed to  be  committed  to  the
   Committee  on  Higher Education -- committee discharged, bill amended,
   ordered reprinted as amended and recommitted to said committee

 AN ACT to amend the business corporation law, the  partnership  law  and
   the  limited  liability  company  law, in relation to certified public
   accountants
 
   THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section  1. Section 1503 of the business corporation law is amended by
 adding a new paragraph (h) to read as follows:
   (H) ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING  AS
 A  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, 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  PROFES-
 SIONAL  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. FOR PURPOSES OF THIS PARAGRAPH, "FINANCIAL
 INTEREST" MEANS CAPITAL STOCK, CAPITAL ACCOUNTS, CAPITAL  CONTRIBUTIONS,
 CAPITAL  INTEREST,  OR  INTEREST IN UNDISTRIBUTED EARNINGS OF A BUSINESS
 ENTITY.  ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS,  THE  FIRM  AND
 ITS  OWNERS  MUST  COMPLY  WITH  RULES PROMULGATED BY THE STATE BOARD OF
 REGENTS.  NOTWITHSTANDING THE FOREGOING, 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,"
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
              

                                                            LBD04747-02-9

 S. 3842--A                          2
 
 OR THE ABBREVIATIONS "CPA" OR "CPAS".  EACH NON-LICENSEE OWNER OF A FIRM
 THAT IS INCORPORATED UNDER THIS SECTION SHALL BE A  NATURAL  PERSON  WHO
 ACTIVELY  PARTICIPATES  IN  THE  BUSINESS  OF 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  CERTIFICATE  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.
   § 2. 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 THE 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.
   § 3. 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-
 CER  OR  OFFICERS  ARE  AUTHORIZED  BY  LAW TO PRACTICE IN ANY STATE THE
 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.
   § 4. Section 1509 of the business corporation law, as amended by chap-
 ter 550 of the laws of 2011, is amended to read as follows:
 § 1509. Disqualification  of  shareholders,  directors,   officers   and
           employees.

 S. 3842--A                          3
 
   If  any  shareholder,  director, officer or employee of a professional
 service corporation, including  a  design  professional  service  corpo-
 ration,  who  has  been  rendering  professional  service  to the public
 becomes legally disqualified to practice his OR  HER  profession  within
 this  state,  he  OR  SHE 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 professional 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 OR HER profession within this
 state shall be deemed to constitute an irrevocable offer by the disqual-
 ified shareholder to sell his OR HER 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 compliance with
 this provision shall constitute a ground for forfeiture of  its  certif-
 icate of incorporation and its dissolution.
   § 5. 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, may sell or transfer  his
 OR  HER  shares  in such corporation except to another individual who is
 eligible to have shares issued to him OR  HER  by  such  corporation  or
 except  in  trust to another individual who would be eligible to receive
 shares if he OR SHE were employed by  the  corporation.  Nothing  herein
 contained shall be construed to prohibit the transfer of shares by oper-
 ation  of  law or by court decree.  No transferee 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 eligible to have  shares  issued
 to  him  OR HER if he OR SHE were an employee of the corporation 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 shareholder, may be
 made only after the same shall have been approved by the board of direc-
 tors, or at a shareholders' meeting specially called for such purpose by
 such proportion, not less than a majority, of the outstanding shares  as
 may be provided in the certificate of incorporation 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 OR HER
 shares may not be voted or counted for any purpose,  unless  all  share-
 holders consent that such shares be voted or counted. The certificate of
 incorporation or the by-laws of the professional 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 corporation at prices and in a manner
 specifically set forth therein. The existence of the restrictions on the

 S. 3842--A                          4
 
 sale or transfer of shares, as contained in this article and, if  appli-
 cable,  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.
   § 6. 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
 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.
   § 7. 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. A FOREIGN PROFESSIONAL
 SERVICE CORPORATION FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF  PUBLIC
 ACCOUNTANCY,  AS  SUCH  PRACTICE  IS  DEFINED  UNDER ARTICLE ONE HUNDRED
 FORTY-NINE OF THE EDUCATION LAW,  OR  EQUIVALENT  STATE  LAW,  SHALL  BE
 REQUIRED  TO  SHOW  (1)  THAT  A SIMPLE MAJORITY OF THE OWNERSHIP OF THE
 FIRM, IN TERMS OF FINANCIAL INTERESTS, AND VOTING  RIGHTS  HELD  BY  THE
 FIRM'S  OWNERS,  BELONGS  TO  INDIVIDUALS  LICENSED  TO  PRACTICE PUBLIC

 S. 3842--A                          5

 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.  FOR  PURPOSES  OF  THIS  PARAGRAPH,
 "FINANCIAL  INTEREST"  MEANS  CAPITAL  STOCK,  CAPITAL ACCOUNTS, CAPITAL
 CONTRIBUTIONS, CAPITAL INTEREST, OR INTEREST IN  UNDISTRIBUTED  EARNINGS
 OF  A  BUSINESS ENTITY.  ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS,
 THE FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE  STATE
 BOARD  OF  REGENTS.    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 OPERATING UNDER THIS SECTION SHALL BE A NATURAL
 PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS  OF  THE  FIRM  OR  ITS
 AFFILIATED  ENTITIES, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY INTER-
 EST 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 PARAGRAPH, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE  SERVICES  TO
 CLIENTS  OR  TO OTHERWISE INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSI-
 NESS OR MANAGEMENT OF THE FIRM.
   § 8. 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

 S. 3842--A                          6
 
 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. A 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,  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  SEVENTY-FOUR
 HUNDRED  FOUR  OF  THE  EDUCATION LAW. FOR PURPOSES OF THIS SUBDIVISION,
 "FINANCIAL INTEREST" MEANS  CAPITAL  STOCK,  CAPITAL  ACCOUNTS,  CAPITAL
 CONTRIBUTIONS,  CAPITAL  INTEREST, OR INTEREST IN UNDISTRIBUTED EARNINGS
 OF A BUSINESS ENTITY.  ALTHOUGH FIRMS MAY INCLUDE  NON-LICENSEE  OWNERS,
 THE  FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE
 BOARD OF REGENTS. 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
 ACCOUNTS," OR THE ABBREVIATIONS "CPA" OR "CPAS". EACH NON-LICENSEE OWNER
 OF A FIRM THAT IS FORMED 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.
   § 9. 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

 S. 3842--A                          7
 
 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
 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.  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  FINANCIAL INTERESTS, 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 LIMIT-
 ED  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  SEVENTY-FOUR  HUNDRED
 FOUR  OF THE EDUCATION LAW. FOR PURPOSES OF THIS SUBDIVISION, "FINANCIAL
 INTEREST" MEANS CAPITAL STOCK, CAPITAL ACCOUNTS, CAPITAL  CONTRIBUTIONS,
 CAPITAL  INTEREST,  OR  INTEREST IN UNDISTRIBUTED EARNINGS OF A BUSINESS
 ENTITY.  ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS,  THE  FIRM  AND
 ITS  OWNERS  MUST  COMPLY  WITH  RULES PROMULGATED BY THE STATE BOARD OF
 REGENTS. 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 FORMED 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.
   §  10.  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,

 S. 3842--A                          8
 
 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
 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 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 OF REGENTS.    NOTWITHSTANDING  THE
 FOREGOING,  A FIRM REGISTERED UNDER THIS SECTION MAY NOT HAVE NON-LICEN-
 SEE 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 PARTIC-
 IPATES 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  BUSI-
 NESS  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 BUSI-
 NESS OR MANAGEMENT OF THE FIRM.
   § 11. 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
 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

 S. 3842--A                          9
 
 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. A
 PROFESSIONAL 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, 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 LIMIT-
 ED 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 SEVENTY-FOUR HUNDRED
 FOUR OF THE EDUCATION LAW. FOR PURPOSES OF THIS SUBDIVISION,  "FINANCIAL
 INTEREST"  MEANS CAPITAL STOCK, CAPITAL ACCOUNTS, CAPITAL CONTRIBUTIONS,
 CAPITAL INTEREST, OR INTEREST IN UNDISTRIBUTED EARNINGS  OF  A  BUSINESS
 ENTITY.    ALTHOUGH  FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND
 ITS OWNERS MUST COMPLY WITH RULES PROMULGATED  BY  THE  STATE  BOARD  OF
 REGENTS.    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

 S. 3842--A                         10
 
 SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN  THE  DAY-
 TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
   § 12. Subdivision (a) of section 1301 of the limited liability company
 law,  as  amended by chapter 475 of the laws of 2014, is 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
 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-

 S. 3842--A                         11
 
 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. A FOREIGN PROFESSIONAL
 SERVICE LIMITED LIABILITY COMPANY FORMED TO LAWFULLY ENGAGE IN THE PRAC-
 TICE 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 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 SEVENTY-FOUR HUNDRED FOUR OF THE EDUCATION LAW. FOR
 PURPOSES  OF THIS SUBDIVISION, "FINANCIAL INTEREST" MEANS CAPITAL STOCK,
 CAPITAL ACCOUNTS, CAPITAL CONTRIBUTIONS, CAPITAL INTEREST,  OR  INTEREST
 IN  UNDISTRIBUTED  EARNINGS  OF  A BUSINESS ENTITY.   ALTHOUGH FIRMS MAY
 INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS  MUST  COMPLY  WITH
 RULES  PROMULGATED  BY  THE STATE BOARD OF REGENTS.  NOTWITHSTANDING THE
 FOREGOING, A FIRM REGISTERED UNDER THIS SECTION MAY NOT HAVE  NON-LICEN-
 SEE  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  PARTIC-
 IPATES 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

 S. 3842--A                         12
 
 SUCH  ENTITY  IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSI-
 NESS 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 BUSI-
 NESS OR MANAGEMENT OF THE FIRM.
   § 13. This act shall take effect immediately.

                            
 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  3842--C
 
                        2019-2020 Regular Sessions
 
                             I N  S E N A T E
 
                             February 19, 2019
                                ___________
 
 Introduced   by   Sens.   STAVISKY,  LAVALLE,  ADDABBO,  COMRIE,  FUNKE,
   GOUNARDES, HOYLMAN, KAMINSKY, KENNEDY, MAYER, RAMOS, SALAZAR, SEPULVE-
   DA -- read twice and ordered printed, and when printed to be committed
   to the Committee on Higher Education  --  committee  discharged,  bill
   amended,  ordered reprinted as amended and recommitted to said commit-
   tee --  committee  discharged,  bill  amended,  ordered  reprinted  as
   amended  and  recommitted  to  said  committee  --  recommitted to the
   Committee on Higher Education in accordance with Senate Rule 6, sec. 8
   -- committee discharged, bill amended, ordered  reprinted  as  amended
   and recommitted to said committee
 
 AN  ACT  to  amend the business corporation law, the partnership law and
   the limited liability company law, in  relation  to  certified  public
   accountants
 
   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. Section 1503 of the business corporation law is amended  by
 adding a new paragraph (h) to read as follows:
   (H)  ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING AS
 A 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, 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 PROFES-
 SIONAL 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. FOR PURPOSES OF  THIS  PARAGRAPH,  "FINANCIAL
 INTEREST"  MEANS CAPITAL STOCK, CAPITAL ACCOUNTS, CAPITAL CONTRIBUTIONS,
 CAPITAL INTEREST, OR INTEREST IN UNDISTRIBUTED EARNINGS  OF  A  BUSINESS
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
              

                                                            LBD04747-06-0

 S. 3842--C                          2
 
 ENTITY.    ALTHOUGH  FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND
 ITS OWNERS MUST COMPLY WITH RULES PROMULGATED  BY  THE  STATE  BOARD  OF
 REGENTS.   NOTWITHSTANDING THE FOREGOING, 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 A  NATURAL  PERSON  WHO
 ACTIVELY  PARTICIPATES  IN  THE  BUSINESS  OF 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  CERTIFICATE  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.
   § 2. 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 THE 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.
   § 3. 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-
 CER OR OFFICERS ARE AUTHORIZED BY LAW  TO  PRACTICE  IN  ANY  STATE  THE
 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. 3842--C                          3
 
   § 4. Section 1509 of the business corporation law, as amended by chap-
 ter 550 of the laws of 2011, is amended to read as follows:
 § 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, who has  been  rendering  professional  service  to  the  public
 becomes  legally  disqualified  to practice his OR HER profession within
 this state, he OR SHE 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 professional 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 OR  HER  profession  within  this
 state shall be deemed to constitute an irrevocable offer by the disqual-
 ified shareholder to sell his OR HER 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  compliance  with
 this  provision  shall constitute a ground for forfeiture of its certif-
 icate of incorporation and its dissolution.
   § 5. 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, may sell or transfer his
 OR HER shares in such corporation except to another  individual  who  is
 eligible  to  have  shares  issued  to him OR HER by such corporation or
 except in trust to another individual who would be eligible  to  receive
 shares  if  he  OR  SHE were employed by the corporation. Nothing herein
 contained shall be construed to prohibit the transfer of shares by oper-
 ation of law or by court decree.  No transferee 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 eligible to have shares issued
 to him OR HER if he OR SHE were an employee of the corporation  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 shareholder,  may  be
 made only after the same shall have been approved by the board of direc-
 tors, or at a shareholders' meeting specially called for such purpose by
 such  proportion, not less than a majority, of the outstanding shares as
 may be provided in the certificate of incorporation 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 OR  HER
 shares  may  not  be voted or counted for any purpose, unless all share-
 holders consent that such shares be voted or counted. The certificate of
 incorporation or the by-laws of the professional service corporation, or
 the professional service corporation and  the  shareholders  by  private

 S. 3842--C                          4
 
 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 corporation 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 appli-
 cable, 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.
   § 6. 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
 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.
   § 7. 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.  A  FOREIGN  PROFESSIONAL
 SERVICE  CORPORATION FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC
 ACCOUNTANCY, AS SUCH PRACTICE  IS  DEFINED  UNDER  ARTICLE  ONE  HUNDRED

 S. 3842--C                          5
 
 FORTY-NINE  OF  THE  EDUCATION  LAW,  OR  EQUIVALENT STATE LAW, SHALL BE
 REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY  OF  THE  OWNERSHIP  OF  THE
 FIRM,  IN  TERMS  OF  FINANCIAL INTERESTS, 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.  FOR  PURPOSES  OF  THIS  PARAGRAPH,
 "FINANCIAL  INTEREST"  MEANS  CAPITAL  STOCK,  CAPITAL ACCOUNTS, CAPITAL
 CONTRIBUTIONS, CAPITAL INTEREST, OR INTEREST IN  UNDISTRIBUTED  EARNINGS
 OF  A  BUSINESS ENTITY.  ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS,
 THE FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE  STATE
 BOARD  OF  REGENTS.    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 OPERATING UNDER THIS SECTION SHALL BE A NATURAL
 PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS  OF  THE  FIRM  OR  ITS
 AFFILIATED  ENTITIES, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY INTER-
 EST 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 PARAGRAPH, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE  SERVICES  TO
 CLIENTS  OR  TO OTHERWISE INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSI-
 NESS OR MANAGEMENT OF THE FIRM.
   § 8. 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-

 S. 3842--C                          6
 
 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. A 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,  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  SEVENTY-FOUR
 HUNDRED  FOUR  OF  THE  EDUCATION LAW. FOR PURPOSES OF THIS SUBDIVISION,
 "FINANCIAL INTEREST" MEANS  CAPITAL  STOCK,  CAPITAL  ACCOUNTS,  CAPITAL
 CONTRIBUTIONS,  CAPITAL  INTEREST, OR INTEREST IN UNDISTRIBUTED EARNINGS
 OF A BUSINESS ENTITY.  ALTHOUGH FIRMS MAY INCLUDE  NON-LICENSEE  OWNERS,
 THE  FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE
 BOARD OF REGENTS. 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
 ACCOUNTS," OR THE ABBREVIATIONS "CPA" OR "CPAS". EACH NON-LICENSEE OWNER
 OF A FIRM THAT IS FORMED 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.
   § 9. 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

 S. 3842--C                          7
 
 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
 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.   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 FINANCIAL INTERESTS, 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 LIMIT-
 ED 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 SEVENTY-FOUR HUNDRED
 FOUR OF THE EDUCATION LAW. FOR PURPOSES OF THIS SUBDIVISION,  "FINANCIAL
 INTEREST"  MEANS CAPITAL STOCK, CAPITAL ACCOUNTS, CAPITAL CONTRIBUTIONS,
 CAPITAL INTEREST, OR INTEREST IN UNDISTRIBUTED EARNINGS  OF  A  BUSINESS
 ENTITY.    ALTHOUGH  FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND
 ITS OWNERS MUST COMPLY WITH RULES PROMULGATED  BY  THE  STATE  BOARD  OF
 REGENTS.  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  FORMED  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.
   § 10. 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-

 S. 3842--C                          8
 
 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
 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 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 OF REGENTS.  NOTWITHSTANDING THE
 FOREGOING, A FIRM REGISTERED UNDER THIS SECTION MAY NOT HAVE  NON-LICEN-
 SEE  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  PARTIC-
 IPATES 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 BUSI-
 NESS 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  BUSI-
 NESS OR MANAGEMENT OF THE FIRM.
   § 11. 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
 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

 S. 3842--C                          9
 
 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.  A
 PROFESSIONAL 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,  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 LIMIT-
 ED  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  SEVENTY-FOUR  HUNDRED
 FOUR  OF THE EDUCATION LAW. FOR PURPOSES OF THIS SUBDIVISION, "FINANCIAL
 INTEREST" MEANS CAPITAL STOCK, CAPITAL ACCOUNTS, CAPITAL  CONTRIBUTIONS,
 CAPITAL  INTEREST,  OR  INTEREST IN UNDISTRIBUTED EARNINGS OF A BUSINESS
 ENTITY.  ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS,  THE  FIRM  AND
 ITS  OWNERS  MUST  COMPLY  WITH  RULES PROMULGATED BY THE STATE BOARD OF
 REGENTS.  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

 S. 3842--C                         10
 
 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.
   § 12. Subdivision (a) of section 1301 of the limited liability company
 law, as amended by chapter 475 of the laws of 2014, is 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
 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-

 S. 3842--C                         11
 
 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. A FOREIGN PROFESSIONAL
 SERVICE LIMITED LIABILITY COMPANY FORMED TO LAWFULLY ENGAGE IN THE PRAC-
 TICE 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, 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 SEVENTY-FOUR HUNDRED FOUR OF
 THE EDUCATION LAW. FOR PURPOSES OF THIS SUBDIVISION,  "FINANCIAL  INTER-
 EST" MEANS CAPITAL STOCK, CAPITAL ACCOUNTS, CAPITAL CONTRIBUTIONS, CAPI-
 TAL  INTEREST, OR INTEREST IN UNDISTRIBUTED EARNINGS OF A BUSINESS ENTI-
 TY.  ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE  FIRM  AND  ITS
 OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD OF REGENTS.
 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

 S. 3842--C                         12
 
 (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP  OR  PROFES-
 SIONAL 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  BUSI-
 NESS OR MANAGEMENT OF THE FIRM.
   §  13.  Notwithstanding  any  other  provision of law to the contrary,
 there is hereby established a fee for each non-licensee owner of a  firm
 that  is  registered in this state to lawfully engage in the practice of
 public accountancy. Such non-licensee owner shall  pay  a  fee  of  nine
 hundred dollars to the department of education on a triannual basis.
   § 14. This act shall take effect immediately.

                            
 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  3842--D
 
                        2019-2020 Regular Sessions
 
                             I N  S E N A T E
 
                             February 19, 2019
                                ___________
 
 Introduced   by   Sens.   STAVISKY,  LAVALLE,  ADDABBO,  COMRIE,  FUNKE,
   GOUNARDES, HOYLMAN, KAMINSKY, KENNEDY, MAYER, RAMOS, SALAZAR, SEPULVE-
   DA -- read twice and ordered printed, and when printed to be committed
   to the Committee on Higher Education  --  committee  discharged,  bill
   amended,  ordered reprinted as amended and recommitted to said commit-
   tee --  committee  discharged,  bill  amended,  ordered  reprinted  as
   amended  and  recommitted  to  said  committee  --  recommitted to the
   Committee on Higher Education in accordance with Senate Rule 6, sec. 8
   -- committee discharged, bill amended, ordered  reprinted  as  amended
   and  recommitted  to  said  committee  --  committee  discharged, bill
   amended, ordered reprinted as amended and recommitted to said  commit-
   tee
 
 AN  ACT  to  amend the business corporation law, the partnership law and
   the limited liability company law, in  relation  to  certified  public
   accountants
 
   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. Section 1503 of the business corporation law is amended  by
 adding a new paragraph (h) to read as follows:
   (H)  ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING AS
 A 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, 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 PROFES-
 SIONAL 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. FOR PURPOSES OF  THIS  PARAGRAPH,  "FINANCIAL
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
              

                                                            LBD04747-08-0

 S. 3842--D                          2
 
 INTEREST"  MEANS CAPITAL STOCK, CAPITAL ACCOUNTS, CAPITAL CONTRIBUTIONS,
 CAPITAL INTEREST, OR INTEREST IN UNDISTRIBUTED EARNINGS  OF  A  BUSINESS
 ENTITY.    ALTHOUGH  FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND
 ITS  OWNERS  MUST  COMPLY  WITH  RULES PROMULGATED BY THE STATE BOARD OF
 REGENTS.  NOTWITHSTANDING THE FOREGOING, 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 A  NATURAL  PERSON  WHO
 ACTIVELY  PARTICIPATES  IN  THE  BUSINESS  OF 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  CERTIFICATE  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.
   § 2. 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 THE 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.
   § 3. 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-
 CER OR OFFICERS ARE AUTHORIZED BY LAW  TO  PRACTICE  IN  ANY  STATE  THE
 PROFESSION  WHICH  SUCH  CORPORATION  IS AUTHORIZED TO PRACTICE, AND ARE

 S. 3842--D                          3
 
 EITHER SHAREHOLDERS OF SUCH CORPORATION OR ENGAGED IN  THE  PRACTICE  OF
 THEIR PROFESSIONS IN SUCH CORPORATION.
   § 4. Section 1509 of the business corporation law, as amended by chap-
 ter 550 of the laws of 2011, is amended to read as follows:
 § 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, who has  been  rendering  professional  service  to  the  public
 becomes  legally  disqualified  to practice his OR HER profession within
 this state, he OR SHE 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 professional 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 OR  HER  profession  within  this
 state shall be deemed to constitute an irrevocable offer by the disqual-
 ified shareholder to sell his OR HER 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  compliance  with
 this  provision  shall constitute a ground for forfeiture of its certif-
 icate of incorporation and its dissolution.
   § 5. 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, may sell or transfer his
 OR HER shares in such corporation except to another  individual  who  is
 eligible  to  have  shares  issued  to him OR HER by such corporation or
 except in trust to another individual who would be eligible  to  receive
 shares  if  he  OR  SHE were employed by the corporation. Nothing herein
 contained shall be construed to prohibit the transfer of shares by oper-
 ation of law or by court decree.  No transferee 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 eligible to have shares issued
 to him OR HER if he OR SHE were an employee of the corporation  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 shareholder,  may  be
 made only after the same shall have been approved by the board of direc-
 tors, or at a shareholders' meeting specially called for such purpose by
 such  proportion, not less than a majority, of the outstanding shares as
 may be provided in the certificate of incorporation 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 OR  HER
 shares  may  not  be voted or counted for any purpose, unless all share-
 holders consent that such shares be voted or counted. The certificate of

 S. 3842--D                          4
 
 incorporation or the by-laws of the professional 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 corporation 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  appli-
 cable,  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.
   § 6. 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
 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.
   § 7. 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. A FOREIGN PROFESSIONAL

 S. 3842--D                          5
 
 SERVICE CORPORATION FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF  PUBLIC
 ACCOUNTANCY,  AS  SUCH  PRACTICE  IS  DEFINED  UNDER ARTICLE ONE HUNDRED
 FORTY-NINE OF THE EDUCATION LAW,  OR  EQUIVALENT  STATE  LAW,  SHALL  BE
 REQUIRED  TO  SHOW  (1)  THAT  A SIMPLE MAJORITY OF THE OWNERSHIP OF THE
 FIRM, IN TERMS OF FINANCIAL INTERESTS, 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.  FOR  PURPOSES  OF  THIS  PARAGRAPH,
 "FINANCIAL  INTEREST"  MEANS  CAPITAL  STOCK,  CAPITAL ACCOUNTS, CAPITAL
 CONTRIBUTIONS, CAPITAL INTEREST, OR INTEREST IN  UNDISTRIBUTED  EARNINGS
 OF  A  BUSINESS ENTITY.  ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS,
 THE FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE  STATE
 BOARD  OF  REGENTS.    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 OPERATING UNDER THIS SECTION SHALL BE A NATURAL
 PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS  OF  THE  FIRM  OR  ITS
 AFFILIATED  ENTITIES, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY INTER-
 EST 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 PARAGRAPH, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE  SERVICES  TO
 CLIENTS  OR  TO OTHERWISE INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSI-
 NESS OR MANAGEMENT OF THE FIRM.
   § 8. 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

 S. 3842--D                          6

 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. A 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,  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  SEVENTY-FOUR
 HUNDRED  FOUR  OF  THE  EDUCATION LAW. FOR PURPOSES OF THIS SUBDIVISION,
 "FINANCIAL INTEREST" MEANS  CAPITAL  STOCK,  CAPITAL  ACCOUNTS,  CAPITAL
 CONTRIBUTIONS,  CAPITAL  INTEREST, OR INTEREST IN UNDISTRIBUTED EARNINGS
 OF A BUSINESS ENTITY.  ALTHOUGH FIRMS MAY INCLUDE  NON-LICENSEE  OWNERS,
 THE  FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE
 BOARD OF REGENTS. 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
 ACCOUNTS," OR THE ABBREVIATIONS "CPA" OR "CPAS". EACH NON-LICENSEE OWNER
 OF A FIRM THAT IS FORMED 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.
   § 9. 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

 S. 3842--D                          7
 
 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
 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.   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 FINANCIAL INTERESTS, 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 LIMIT-
 ED 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 SEVENTY-FOUR HUNDRED
 FOUR OF THE EDUCATION LAW. FOR PURPOSES OF THIS SUBDIVISION,  "FINANCIAL
 INTEREST"  MEANS CAPITAL STOCK, CAPITAL ACCOUNTS, CAPITAL CONTRIBUTIONS,
 CAPITAL INTEREST, OR INTEREST IN UNDISTRIBUTED EARNINGS  OF  A  BUSINESS
 ENTITY.    ALTHOUGH  FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND
 ITS OWNERS MUST COMPLY WITH RULES PROMULGATED  BY  THE  STATE  BOARD  OF
 REGENTS.  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  FORMED  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.
   § 10. 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:

 S. 3842--D                          8
 
   (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
 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 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 OF REGENTS.  NOTWITHSTANDING THE
 FOREGOING, A FIRM REGISTERED UNDER THIS SECTION MAY NOT HAVE  NON-LICEN-
 SEE  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  PARTIC-
 IPATES 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 BUSI-
 NESS 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  BUSI-
 NESS OR MANAGEMENT OF THE FIRM.
   § 11. 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
 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

 S. 3842--D                          9
 
 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.  A
 PROFESSIONAL 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,  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 LIMIT-
 ED  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  SEVENTY-FOUR  HUNDRED
 FOUR  OF THE EDUCATION LAW. FOR PURPOSES OF THIS SUBDIVISION, "FINANCIAL
 INTEREST" MEANS CAPITAL STOCK, CAPITAL ACCOUNTS, CAPITAL  CONTRIBUTIONS,
 CAPITAL  INTEREST,  OR  INTEREST IN UNDISTRIBUTED EARNINGS OF A BUSINESS
 ENTITY.  ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS,  THE  FIRM  AND
 ITS  OWNERS  MUST  COMPLY  WITH  RULES PROMULGATED BY THE STATE BOARD OF
 REGENTS.  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

 S. 3842--D                         10
 
 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.
   § 12. Subdivision (a) of section 1301 of the limited liability company
 law, as amended by chapter 475 of the laws of 2014, is 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
 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

 S. 3842--D                         11
 
 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. A FOREIGN PROFESSIONAL
 SERVICE LIMITED LIABILITY COMPANY FORMED TO LAWFULLY ENGAGE IN THE PRAC-
 TICE 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, 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 SEVENTY-FOUR HUNDRED FOUR OF
 THE EDUCATION LAW. FOR PURPOSES OF THIS SUBDIVISION,  "FINANCIAL  INTER-
 EST" MEANS CAPITAL STOCK, CAPITAL ACCOUNTS, CAPITAL CONTRIBUTIONS, CAPI-
 TAL  INTEREST, OR INTEREST IN UNDISTRIBUTED EARNINGS OF A BUSINESS ENTI-
 TY.  ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE  FIRM  AND  ITS
 OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD OF REGENTS.
 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

 S. 3842--D                         12
 
 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 PROFES-
 SIONAL 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  BUSI-
 NESS OR MANAGEMENT OF THE FIRM.
   §  13.  Notwithstanding  any  other  provision of law to the contrary,
 there is hereby established a fee for each non-licensee owner of a  firm
 that  is  registered in this state to lawfully engage in the practice of
 public accountancy. Such non-licensee owner shall  pay  a  fee  of  nine
 hundred dollars to the department of education on a triennial basis.
   § 14. This act shall take effect immediately.