§ 1301. Definitions. As used in this article, unless the context
otherwise requires, the term:

(a) "Foreign professional service limited liability company" means a
professional service limited liability company, whether or not
denominated as such, organized under the laws of a jurisdiction other
than this state, (i) each of whose members and managers, if any, is a
professional 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 professional service limited liability company within thirty days of
the date such professional becomes a member, or each of whose members
and managers, if any, is a professional at least one of such members is
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 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
article 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 education law to practice dentistry in this state. With
respect to a foreign professional service limited liability company
which provides professional engineering, land surveying, geologic,
architectural and/or landscape architectural services as such services
are defined in article 145, article 147 and article 148 of the education
law, each member of such foreign professional service limited liability
company must be licensed pursuant to article 145, article 147 and/or
article 148 of the education law to practice one or more of such
professions in this state. With respect to a foreign professional
service limited liability company which provides public accountancy
services as such services are defined in article 149 of the education
law, each member of such foreign professional service limited liability
company whose principal place of business is in this state and who
provides public accountancy services, shall be licensed pursuant to
article 149 of the education law to practice public accountancy in this
state. With respect to a foreign professional service limited liability
company which provides licensed clinical 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 practice 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 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 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 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 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 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.

(b) "Licensing authority" means the regents of the university of the
state of New York or the state education department, as the case may be,
in the case of all professions licensed under title eight of the
education law, and the appropriate appellate division of the supreme
court in the case of the profession of law.

(c) "Profession" includes any practice as an attorney and
counselor-at-law, or as a licensed physician, and those professions
designated in title eight of the education law.

(d) "Professional" means an individual duly authorized to practice a
profession, a professional service corporation, a professional service
limited liability company, a foreign professional service limited
liability company, a registered limited liability partnership, a foreign
limited liability partnership, a foreign professional service
corporation or a professional partnership.

(e) "Professional service" means any type of service to the public
that may be lawfully rendered by a member of a profession within the
purview of his or her profession.

(f) "Professional partnership" means (1) a partnership without limited
partners each of whose partners is a professional authorized by law to
render a professional service within this state, (2) a partnership
without limited partners each of whose partners is a professional, at
least one of whom is authorized by law to render a professional service
within this state or (3) a partnership without limited partners
authorized by, or holding a license, certificate, registration or permit
issued by the licensing authority pursuant to the education law to
render a professional service within this state; except that all
partners of a professional partnership that provides medical services in
this state must be licensed pursuant to article 131 of the education law
to practice medicine in this state and all partners of a professional
partnership that provides dental services in this state must be licensed
pursuant to article 133 of the education law to practice dentistry in
this state; except that all partners of a professional partnership that
provides veterinary services in this state must be licensed pursuant to
article 135 of the education law to practice veterinary medicine in this
state; and further except that all partners of a professional
partnership that provides professional engineering, land surveying,
geologic, 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.

(g) "Professional service corporation" means (i) a corporation
organized under article fifteen of the business corporation law and (ii)
any other corporation organized under the business corporation law or
any predecessor statute, which is authorized by, or holds a license,
certificate, registration or permit issued by, the licensing authority
pursuant to the education law to render professional services within
this state.

(h) "Professional service limited liability company" means a limited
liability company organized under article twelve of this chapter.

(i) "Foreign professional service corporation" has the meaning given
to it in paragraph (d) of section fifteen hundred twenty-five of the
business corporation law.