§ 1207. Membership of professional service limited liability
companies. (a) A member of a professional service limited liability
company shall be only:

(1) A professional, other than a foreign professional service
corporation, foreign professional service limited liability company or
foreign limited liability partnership, authorized by law to practice in
this state a profession that such limited liability company is
authorized to practice and who is or has been engaged in the practice of
such profession in such limited liability company or a predecessor
entity, or who will engage in the practice of such profession in such
limited liability company within thirty days of the date such
professional becomes a member;

(2) A professional, other than a foreign professional service
corporation, foreign professional service limited liability company or
foreign limited liability partnership, authorized by law to practice in
any foreign jurisdiction a profession that such limited liability
company is authorized to practice and who is or has been engaged in the
practice of such profession in such limited liability company or a
predecessor entity, or who will engage in the practice of such
profession in such limited liability company within thirty days of the
date such professional becomes a member; or

(3) A foreign professional service corporation, foreign professional
service limited liability company or foreign limited liability
partnership authorized by law to practice in this state or in any
foreign jurisdiction a profession that such limited liability company is
authorized to practice and who is or has been engaged in the practice of
such profession in such limited liability company or a predecessor
entity, or who will engage in the practice of such profession in such
limited liability company within thirty days of the date such
professional becomes a member.

(b) With respect to a professional service limited liability company
formed to provide medical services as such services are defined in
article 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
veterinary 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 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. With respect to a
professional service limited liability company formed to provide
licensed clinical social work services as such services are defined in
article 154 of the education law, each member of such limited liability
company shall be licensed pursuant to article 154 of the education law
to practice licensed clinical social work in this state. With respect to
a professional service limited liability company formed to provide
creative arts therapy services as such services are defined in article
163 of the education law, each member of such limited 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
professional service limited liability company formed to provide
marriage and family therapy services as such services are defined in
article 163 of the education law, each member of such limited liability
company must be licensed pursuant to article 163 of the education law to
practice marriage and family therapy in this state. With respect to a
professional service limited liability company formed to provide mental
health counseling services as such services are defined in article 163
of the education law, each member of such limited liability company must
be licensed pursuant to article 163 of the education law to practice
mental health counseling in this state. With respect to a professional
service limited liability company formed to provide psychoanalysis
services as such services are defined in article 163 of the education
law, each member of such limited liability company must be licensed
pursuant to article 163 of the education law to practice psychoanalysis
in this state. With respect to a professional service limited liability
company formed to provide applied behavior analysis services as such
services are defined in article 167 of the education law, each member of
such limited liability company must be licensed or certified pursuant to
article 167 of the education law to practice applied behavior analysis
in this state. A professional service limited liability company formed
to lawfully engage in the practice of public accountancy as a firm, as
such practice is 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 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 registered with the
education department may include non-licensee owners, a registered firm
and its owners must comply with rules promulgated by the state board of
regents. Notwithstanding the foregoing, a firm registered with the
education department may not have non-licensee owners if the firm's name
includes the words "certified public accountant," or "certified public
accountants," or the abbreviations "CPA" or "CPAs". Each non-licensee
owner of a firm that is registered under this section shall be (1) a
natural person who actively participates in the business of the firm or
its affiliated entities, or (2) an entity, including, but not limited
to, a partnership or professional corporation, provided each beneficial
owner of an equity interest in such entity is a natural person who
actively participates in the business conducted by the firm or its
affiliated entities. For purposes of this subdivision, "actively
participate" means to provide services to clients or to otherwise
individually take part in the day-to-day business or management of the
firm or an affiliated entity.

(c) No member of a professional service limited liability company
shall enter into a voting trust agreement, proxy or any other type of
agreement vesting in another person, other than another member of such
limited liability company or professional who would be eligible to
become a member of such limited liability company, the authority to
exercise voting power of any or all of the membership interests of such
limited liability company. All membership interests or proxies granted
or agreements made in violation of this section shall be void.