Bill Text: NY S04672 | 2015-2016 | General Assembly | Amended
Bill Title: Relates to certified public accountants.
Spectrum: Partisan Bill (Republican 1-0)
Status: (Engrossed - Dead) 2016-05-17 - referred to higher education [S04672 Detail]
Download: New_York-2015-S04672-Amended.html
S T A T E O F N E W Y O R K ________________________________________________________________________ 4672--A 2015-2016 Regular Sessions I N S E N A T E April 1, 2015 ___________ Introduced by Sen. LAVALLE -- 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 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: 1 Section 1. Section 7408 of the education law is amended by adding a 2 new subdivision 6 to read as follows: 3 6. NOTWITHSTANDING ANY OTHER PROVISION OF LAW, ANY FIRM ESTABLISHED TO 4 LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY PURSUANT TO ARTI- 5 CLE FIFTEEN OF THE BUSINESS CORPORATION LAW, ARTICLES ONE AND EIGHT-B OF 6 THE PARTNERSHIP LAW, OR ARTICLES TWELVE AND THIRTEEN OF THE LIMITED 7 LIABILITY COMPANY LAW SHALL BE DEEMED ELIGIBLE TO REGISTER PURSUANT TO 8 THIS SECTION. 9 S 2. Section 1503 of the business corporation law is amended by adding 10 a new paragraph (h) to read as follows: 11 (H) ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING AS 12 A PROFESSIONAL SERVICE CORPORATION FORMED TO LAWFULLY ENGAGE IN THE 13 PRACTICE OF PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED 14 UNDER ARTICLE ONE HUNDRED FORTY-NINE OF THE EDUCATION LAW SHALL BE 15 REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF THE OWNERSHIP OF THE 16 FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING OWNERSHIP-BASED COMPEN- 17 SATION, AND VOTING RIGHTS HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVID- 18 UALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT 19 ALL SHAREHOLDERS OF A PROFESSIONAL SERVICE CORPORATION WHOSE PRINCIPAL 20 PLACE OF BUSINESS IS IN THIS STATE, AND WHO ARE ENGAGED IN THE PRACTICE 21 OF PUBLIC ACCOUNTANCY IN THIS STATE, HOLD A VALID LICENSE ISSUED UNDER 22 SECTION SEVENTY-FOUR HUNDRED FOUR OF THE EDUCATION LAW OR ARE PUBLIC EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets [ ] is old law to be omitted. LBD03159-02-5 S. 4672--A 2 1 ACCOUNTANTS LICENSED UNDER SECTION SEVENTY-FOUR HUNDRED FIVE OF THE 2 EDUCATION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM 3 AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD OF 4 REGENTS. NOTWITHSTANDING THE PROVISIONS OF THIS PARAGRAPH, A FIRM 5 INCORPORATED UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE 6 FIRM'S NAME INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTI- 7 FIED PUBLIC ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS". EACH 8 NON-LICENSEE OWNER OF A FIRM THAT IS INCORPORATED UNDER THIS SECTION 9 SHALL BE A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF 10 THE FIRM OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION, 11 "ACTIVELY PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHER- 12 WISE INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF 13 THE FIRM. SUCH A FIRM SHALL HAVE ATTACHED TO ITS CERTIFICATE OF INCORPO- 14 RATION A CERTIFICATE OR CERTIFICATES DEMONSTRATING THE FIRM'S COMPLIANCE 15 WITH THIS PARAGRAPH, IN LIEU OF THE CERTIFICATE OR CERTIFICATES REQUIRED 16 BY SUBPARAGRAPH (II) OF PARAGRAPH (B) OF THIS SECTION. 17 S 3. Section 1507 of the business corporation law is amended by adding 18 a new paragraph (c) to read as follows: 19 (C) ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING AS 20 A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF SECTION 21 FIFTEEN HUNDRED THREE OF THIS ARTICLE MAY ISSUE SHARES TO INDIVIDUALS 22 WHO ARE AUTHORIZED BY LAW TO PRACTICE IN THIS STATE A PROFESSION WHICH 23 SUCH CORPORATION IS AUTHORIZED TO PRACTICE AND WHO ARE OR HAVE BEEN 24 ENGAGED IN THE PRACTICE OF SUCH PROFESSION IN SUCH CORPORATION OR A 25 PREDECESSOR ENTITY, OR WHO WILL ENGAGE IN THE PRACTICE OF SUCH PROFES- 26 SION IN SUCH CORPORATION WITHIN THIRTY DAYS OF THE DATE SUCH SHARES ARE 27 ISSUED AND MAY ALSO ISSUE SHARES TO EMPLOYEES OF THE CORPORATION NOT 28 LICENSED AS CERTIFIED PUBLIC ACCOUNTANTS, PROVIDED THAT: 29 (I) AT LEAST FIFTY-ONE PERCENT OF THE OUTSTANDING SHARES OF STOCK OF 30 THE CORPORATION ARE OWNED BY CERTIFIED PUBLIC ACCOUNTANTS, 31 (II) AT LEAST FIFTY-ONE PERCENT OF THE DIRECTORS ARE CERTIFIED PUBLIC 32 ACCOUNTANTS, 33 (III) AT LEAST FIFTY-ONE PERCENT OF THE OFFICERS ARE CERTIFIED PUBLIC 34 ACCOUNTANTS, 35 (IV) THE PRESIDENT, THE CHAIRPERSON OF THE BOARD OF DIRECTORS AND THE 36 CHIEF EXECUTIVE OFFICER OR OFFICERS ARE CERTIFIED PUBLIC ACCOUNTANTS. 37 NO SHAREHOLDER OF A FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCOR- 38 PORATING AS A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) 39 OF SECTION FIFTEEN HUNDRED THREE OF THIS ARTICLE SHALL ENTER INTO A 40 VOTING TRUST AGREEMENT, PROXY OR ANY OTHER TYPE OF AGREEMENT VESTING IN 41 ANOTHER PERSON, OTHER THAN ANOTHER SHAREHOLDER OF THE SAME CORPORATION, 42 THE AUTHORITY TO EXERCISE VOTING POWER OF ANY OR ALL OF HIS OR HER 43 SHARES. ALL SHARES ISSUED, AGREEMENTS MADE OR PROXIES GRANTED IN 44 VIOLATION OF THIS SECTION SHALL BE VOID. 45 S 4. Section 1508 of the business corporation law is amended by adding 46 a new paragraph (c) to read as follows: 47 (C) THE DIRECTORS AND OFFICERS OF ANY FIRM ESTABLISHED FOR THE BUSI- 48 NESS PURPOSE OF INCORPORATING AS A PROFESSIONAL SERVICE CORPORATION 49 PURSUANT TO PARAGRAPH (H) OF SECTION FIFTEEN HUNDRED THREE OF THIS ARTI- 50 CLE MAY INCLUDE INDIVIDUALS WHO ARE NOT LICENSED TO PRACTICE PUBLIC 51 ACCOUNTANCY, PROVIDED HOWEVER THAT AT LEAST FIFTY-ONE PERCENT OF THE 52 DIRECTORS, AT LEAST FIFTY-ONE PERCENT OF THE OFFICERS AND THE PRESIDENT, 53 THE CHAIRPERSON OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFI- 54 CER OR OFFICERS ARE AUTHORIZED BY LAW TO PRACTICE IN THIS STATE A 55 PROFESSION WHICH SUCH CORPORATION IS AUTHORIZED TO PRACTICE, AND ARE S. 4672--A 3 1 EITHER SHAREHOLDERS OF SUCH CORPORATION OR ENGAGED IN THE PRACTICE OF 2 THEIR PROFESSIONS IN SUCH CORPORATION. 3 S 5. Section 1509 of the business corporation law, as amended by chap- 4 ter 550 of the laws of 2011, is amended to read as follows: 5 S 1509. Disqualification of shareholders, directors, officers and 6 employees. 7 If any shareholder, director, officer or employee of a professional 8 service corporation, including a design professional service corpo- 9 ration, OR ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORAT- 10 ING AS A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF 11 SECTION FIFTEEN HUNDRED THREE OF THIS ARTICLE, who has been rendering 12 professional service to the public becomes legally disqualified to prac- 13 tice his profession within this state, he shall sever all employment 14 with, and financial interests (other than interests as a creditor) in, 15 such corporation forthwith or as otherwise provided in section 1510 of 16 this article. All provisions of law regulating the rendering of profes- 17 sional services by a person elected or appointed to a public office 18 shall be applicable to a shareholder, director, officer and employee of 19 such corporation in the same manner and to the same extent as if fully 20 set forth herein. Such legal disqualification to practice his profession 21 within this state shall be deemed to constitute an irrevocable offer by 22 the disqualified shareholder to sell his shares to the corporation, 23 pursuant to the provisions of section 1510 of this article or of the 24 certificate of incorporation, by-laws or agreement among the corporation 25 and all shareholders, whichever is applicable. Compliance with the terms 26 of such offer shall be specifically enforceable in the courts of this 27 state. A professional service corporation's failure to enforce compli- 28 ance with this provision shall constitute a ground for forfeiture of its 29 certificate of incorporation and its dissolution. 30 S 6. Paragraph (a) of section 1511 of the business corporation law, as 31 amended by chapter 550 of the laws of 2011, is amended and a new para- 32 graph (c) is added to read as follows: 33 (a) No shareholder of a professional service corporation [or], INCLUD- 34 ING a design professional service corporation, OR ANY FIRM ESTABLISHED 35 FOR THE BUSINESS PURPOSE OF INCORPORATING AS A PROFESSIONAL SERVICE 36 CORPORATION PURSUANT TO PARAGRAPH (H) OF SECTION FIFTEEN HUNDRED THREE 37 OF THIS ARTICLE, may sell or transfer his shares in such corporation 38 except to another individual who is eligible to have shares issued to 39 him by such corporation or except in trust to another individual who 40 would be eligible to receive shares if he were employed by the corpo- 41 ration. Nothing herein contained shall be construed to prohibit the 42 transfer of shares by operation of law or by court decree. No transfer- 43 ee of shares by operation of law or court decree may vote the shares for 44 any purpose whatsoever except with respect to corporate action under 45 sections 909 and 1001 of this chapter. The restriction in the preceding 46 sentence shall not apply, however, where such transferee would be eligi- 47 ble to have shares issued to him if he were an employee of the corpo- 48 ration and, if there are other shareholders, a majority of such other 49 shareholders shall fail to redeem the shares so transferred, pursuant to 50 section 1510 of this article, within sixty days of receiving written 51 notice of such transfer. Any sale or transfer, except by operation of 52 law or court decree or except for a corporation having only one share- 53 holder, may be made only after the same shall have been approved by the 54 board of directors, or at a shareholders' meeting specially called for 55 such purpose by such proportion, not less than a majority, of the 56 outstanding shares as may be provided in the certificate of incorpo- S. 4672--A 4 1 ration or in the by-laws of such professional service corporation. At 2 such shareholders' meeting the shares held by the shareholder proposing 3 to sell or transfer his shares may not be voted or counted for any 4 purpose, unless all shareholders consent that such shares be voted or 5 counted. The certificate of incorporation or the by-laws of the profes- 6 sional service corporation, or the professional service corporation and 7 the shareholders by private agreement, may provide, in lieu of or in 8 addition to the foregoing provisions, for the alienation of shares and 9 may require the redemption or purchase of such shares by such corpo- 10 ration at prices and in a manner specifically set forth therein. The 11 existence of the restrictions on the sale or transfer of shares, as 12 contained in this article and, if applicable, in the certificate of 13 incorporation, by-laws, stock purchase or stock redemption agreement, 14 shall be noted conspicuously on the face or back of every certificate 15 for shares issued by a professional service corporation. Any sale or 16 transfer in violation of such restrictions shall be void. 17 (C) A FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING AS A 18 PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF SECTION 19 FIFTEEN HUNDRED THREE OF THIS ARTICLE, SHALL PURCHASE OR REDEEM THE 20 SHARES OF A NON-LICENSED PROFESSIONAL SHAREHOLDER IN THE CASE OF HIS OR 21 HER TERMINATION OF EMPLOYMENT WITHIN THIRTY DAYS AFTER SUCH TERMINATION. 22 A FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING AS A 23 PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF SECTION 24 FIFTEEN HUNDRED THREE OF THIS ARTICLE, SHALL NOT BE REQUIRED TO PURCHASE 25 OR REDEEM THE SHARES OF A TERMINATED NON-LICENSED PROFESSIONAL SHARE- 26 HOLDER IF SUCH SHARES, WITHIN THIRTY DAYS AFTER SUCH TERMINATION, ARE 27 SOLD OR TRANSFERRED TO ANOTHER EMPLOYEE OF THE CORPORATION PURSUANT TO 28 THIS ARTICLE. 29 S 7. Paragraph (a) of section 1512 of the business corporation law, as 30 amended by chapter 550 of the laws of 2011, is amended to read as 31 follows: 32 (a) Notwithstanding any other provision of law, the name of a profes- 33 sional service corporation, including a design professional service 34 corporation AND ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCOR- 35 PORATING AS A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) 36 OF SECTION FIFTEEN HUNDRED THREE OF THIS ARTICLE, may contain any word 37 which, at the time of incorporation, could be used in the name of a 38 partnership practicing a profession which the corporation is authorized 39 to practice, and may not contain any word which could not be used by 40 such a partnership. Provided, however, the name of a professional 41 service corporation may not contain the name of a deceased person unless 42 (1) such person's name was part of the corporate name at the time of 43 such person's death; or 44 (2) such person's name was part of the name of an existing partnership 45 and at least two-thirds of such partnership's partners become sharehold- 46 ers of the corporation. 47 S 8. Section 1514 of the business corporation law is amended by adding 48 a new paragraph (c) to read as follows: 49 (C) EACH FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING AS 50 A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF SECTION 51 FIFTEEN HUNDRED THREE OF THIS ARTICLE SHALL, AT LEAST ONCE EVERY THREE 52 YEARS ON OR BEFORE THE DATE PRESCRIBED BY THE LICENSING AUTHORITY, 53 FURNISH A STATEMENT TO THE LICENSING AUTHORITY LISTING THE NAMES AND 54 RESIDENCE ADDRESSES OF EACH SHAREHOLDER, DIRECTOR AND OFFICER OF SUCH 55 CORPORATION AND CERTIFY AS THE DATE OF CERTIFICATION AND AT ALL TIMES 56 OVER THE ENTIRE THREE YEAR PERIOD THAT: S. 4672--A 5 1 (I) AT LEAST FIFTY-ONE PERCENT OF THE OUTSTANDING SHARES OF STOCK OF 2 THE CORPORATION ARE AND WERE OWNED BY CERTIFIED PUBLIC ACCOUNTANTS, 3 (II) AT LEAST FIFTY-ONE PERCENT OF THE DIRECTORS ARE AND WERE CERTI- 4 FIED PUBLIC ACCOUNTANTS, 5 (III) AT LEAST FIFTY-ONE PERCENT OF THE OFFICERS ARE AND WERE CERTI- 6 FIED PUBLIC ACCOUNTANTS, 7 (IV) THE PRESIDENT, THE CHAIRPERSON OF THE BOARD OF DIRECTORS AND THE 8 CHIEF EXECUTIVE OFFICER OR OFFICERS ARE AND WERE CERTIFIED PUBLIC 9 ACCOUNTANTS. 10 THE STATEMENT SHALL BE SIGNED BY THE PRESIDENT OR ANY CERTIFIED PUBLIC 11 ACCOUNTANT VICE-PRESIDENT AND ATTESTED TO BY THE SECRETARY OR ANY 12 ASSISTANT SECRETARY OF THE CORPORATION. 13 S 9. Paragraph (d) of section 1525 of the business corporation law, as 14 added by chapter 505 of the laws of 1983, is amended to read as follows: 15 (d) "Foreign professional service corporation" means a professional 16 service corporation, whether or not denominated as such, organized under 17 the laws of a jurisdiction other than this state, all of the sharehold- 18 ers, directors and officers of which are authorized and licensed to 19 practice the profession for which such corporation is licensed to do 20 business; except that all shareholders, directors and officers of a 21 foreign professional service corporation which provides health services 22 in this state shall be licensed in this state. NOTWITHSTANDING ANY OTHER 23 PROVISION OF LAW A FOREIGN PROFESSIONAL SERVICE CORPORATION FORMED TO 24 LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY, AS SUCH PRACTICE 25 IS DEFINED UNDER ARTICLE ONE HUNDRED FORTY-NINE OF THE EDUCATION LAW, OR 26 EQUIVALENT STATE LAW, SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE MAJOR- 27 ITY OF THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, 28 INCLUDING OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE 29 FIRM'S OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC 30 ACCOUNTANCY IN SOME STATE, AND (2) THAT ALL SHAREHOLDERS OF A FOREIGN 31 PROFESSIONAL SERVICE CORPORATION WHOSE PRINCIPAL PLACE OF BUSINESS IS IN 32 THIS STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN 33 THIS STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION SEVENTY-FOUR 34 HUNDRED FOUR OF THE EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS LICENSED 35 UNDER SECTION SEVENTY-FOUR HUNDRED FIVE OF THE EDUCATION LAW. ALTHOUGH 36 FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS MUST 37 COMPLY WITH RULES PROMULGATED BY THE STATE BOARD OF REGENTS. NOTWITH- 38 STANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS SECTION MAY NOT 39 HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE WORDS "CERTI- 40 FIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS," OR THE 41 ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM THAT IS 42 OPERATING UNDER THIS SECTION SHALL BE A NATURAL PERSON WHO ACTIVELY 43 PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED ENTITIES, 44 PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY INTEREST IN SUCH ENTITY IS A 45 NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS CONDUCTED BY 46 THE FIRM OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION, 47 "ACTIVELY PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHER- 48 WISE INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF 49 THE FIRM. 50 S 10. Subdivision (q) of section 121-1500 of the partnership law, as 51 amended by chapter 554 of the laws of 2013, is amended to read as 52 follows: 53 (q) Each partner of a registered limited liability partnership formed 54 to provide medical services in this state must be licensed pursuant to 55 article 131 of the education law to practice medicine in this state and 56 each partner of a registered limited liability partnership formed to S. 4672--A 6 1 provide dental services in this state must be licensed pursuant to arti- 2 cle 133 of the education law to practice dentistry in this state. Each 3 partner of a registered limited liability partnership formed to provide 4 veterinary services in this state must be licensed pursuant to article 5 135 of the education law to practice veterinary medicine in this state. 6 EACH PARTNER OF A REGISTERED LIMITED LIABILITY PARTNERSHIP FORMED TO 7 PROVIDE PUBLIC ACCOUNTANCY SERVICES, WHOSE PRINCIPAL PLACE OF BUSINESS 8 IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES, MUST BE 9 LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC 10 ACCOUNTANCY IN THIS STATE. Each partner of a registered limited liabil- 11 ity partnership formed to provide professional engineering, land survey- 12 ing, architectural and/or landscape architectural services in this state 13 must be licensed pursuant to article 145, article 147 and/or article 148 14 of the education law to practice one or more of such professions in this 15 state. Each partner of a registered limited liability partnership formed 16 to provide licensed clinical social work services in this state must be 17 licensed pursuant to article 154 of the education law to practice clin- 18 ical social work in this state. Each partner of a registered limited 19 liability partnership formed to provide creative arts therapy services 20 in this state must be licensed pursuant to article 163 of the education 21 law to practice creative arts therapy in this state. Each partner of a 22 registered limited liability partnership formed to provide marriage and 23 family therapy services in this state must be licensed pursuant to arti- 24 cle 163 of the education law to practice marriage and family therapy in 25 this state. Each partner of a registered limited liability partnership 26 formed to provide mental health counseling services in this state must 27 be licensed pursuant to article 163 of the education law to practice 28 mental health counseling in this state. Each partner of a registered 29 limited liability partnership formed to provide psychoanalysis services 30 in this state must be licensed pursuant to article 163 of the education 31 law to practice psychoanalysis in this state. Each partner of a regis- 32 tered limited liability partnership formed to provide applied behavior 33 analysis service in this state must be licensed or certified pursuant to 34 article 167 of the education law to practice applied behavior analysis 35 in this state. NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW A LIMITED 36 LIABILITY PARTNERSHIP FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF 37 PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTI- 38 CLE 149 OF THE EDUCATION LAW, SHALL BE REQUIRED TO SHOW (1) THAT A 39 SIMPLE MAJORITY OF THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL 40 INTERESTS, INCLUDING OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS 41 HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE 42 PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT ALL PARTNERS OF A LIMITED 43 LIABILITY PARTNERSHIP WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS 44 STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS 45 STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION 7404 OF THE EDUCATION 46 LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF THE EDUCA- 47 TION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND 48 ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD OF 49 REGENTS. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS 50 SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE 51 WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS," 52 OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM 53 THAT IS INCORPORATED UNDER THIS SECTION SHALL BE (1) A NATURAL PERSON 54 WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED 55 ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP 56 OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY S. 4672--A 7 1 INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN 2 THE BUSINESS CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR 3 PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE 4 SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE 5 DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM. 6 S 11. Subdivision (q) of section 121-1500 of the partnership law, as 7 amended by chapter 475 of the laws of 2014, is amended to read as 8 follows: 9 (q) Each partner of a registered limited liability partnership formed 10 to provide medical services in this state must be licensed pursuant to 11 article 131 of the education law to practice medicine in this state and 12 each partner of a registered limited liability partnership formed to 13 provide dental services in this state must be licensed pursuant to arti- 14 cle 133 of the education law to practice dentistry in this state. Each 15 partner of a registered limited liability partnership formed to provide 16 veterinary services in this state must be licensed pursuant to article 17 135 of the education law to practice veterinary medicine in this state. 18 EACH PARTNER OF A REGISTERED LIMITED LIABILITY PARTNERSHIP FORMED TO 19 PROVIDE PUBLIC ACCOUNTANCY SERVICES, WHOSE PRINCIPAL PLACE OF BUSINESS 20 IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES, MUST BE 21 LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC 22 ACCOUNTANCY IN THIS STATE. Each partner of a registered limited liabil- 23 ity partnership formed to provide professional engineering, land survey- 24 ing, geological services, architectural and/or landscape architectural 25 services in this state must be licensed pursuant to article 145, article 26 147 and/or article 148 of the education law to practice one or more of 27 such professions in this state. Each partner of a registered limited 28 liability partnership formed to provide licensed clinical social work 29 services in this state must be licensed pursuant to article 154 of the 30 education law to practice clinical social work in this state. Each part- 31 ner of a registered limited liability partnership formed to provide 32 creative arts therapy services in this state must be licensed pursuant 33 to article 163 of the education law to practice creative arts therapy in 34 this state. Each partner of a registered limited liability partnership 35 formed to provide marriage and family therapy services in this state 36 must be licensed pursuant to article 163 of the education law to prac- 37 tice marriage and family therapy in this state. Each partner of a regis- 38 tered limited liability partnership formed to provide mental health 39 counseling services in this state must be licensed pursuant to article 40 163 of the education law to practice mental health counseling in this 41 state. Each partner of a registered limited liability partnership formed 42 to provide psychoanalysis services in this state must be licensed pursu- 43 ant to article 163 of the education law to practice psychoanalysis in 44 this state. Each partner of a registered limited liability partnership 45 formed to provide applied behavior analysis service in this state must 46 be licensed or certified pursuant to article 167 of the education law to 47 practice applied behavior analysis in this state. NOTWITHSTANDING ANY 48 OTHER PROVISIONS OF LAW A LIMITED LIABILITY PARTNERSHIP FORMED TO 49 LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY, AS SUCH PRACTICE 50 IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE EDUCATION LAW, SHALL BE 51 REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF THE OWNERSHIP OF THE 52 FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING OWNERSHIP-BASED COMPEN- 53 SATION, AND VOTING RIGHTS HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVID- 54 UALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT 55 ALL PARTNERS OF A LIMITED LIABILITY PARTNERSHIP WHOSE PRINCIPAL PLACE OF 56 BUSINESS IS IN THIS STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC S. 4672--A 8 1 ACCOUNTANCY IN THIS STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION 2 7404 OF THE EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER 3 SECTION 7405 OF THE EDUCATION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICEN- 4 SEE OWNERS, THE FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED 5 BY THE STATE BOARD OF REGENTS. NOTWITHSTANDING THE FOREGOING, A FIRM 6 REGISTERED UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE 7 FIRM'S NAME INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTI- 8 FIED PUBLIC ACCOUNTS," OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH 9 NON-LICENSEE OWNER OF A FIRM THAT IS INCORPORATED UNDER THIS SECTION 10 SHALL BE (1) A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS 11 OF THE FIRM OR ITS AFFILIATED ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT 12 NOT LIMITED TO, A PARTNERSHIP OR PROFESSIONAL CORPORATION, PROVIDED EACH 13 BENEFICIAL OWNER OF AN EQUITY INTEREST IN SUCH ENTITY IS A NATURAL 14 PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS CONDUCTED BY THE FIRM 15 OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION, "ACTIVELY 16 PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHERWISE INDI- 17 VIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM. 18 S 12. Subdivision (q) of section 121-1502 of the partnership law, as 19 amended by chapter 554 of the laws of 2013, is amended to read as 20 follows: 21 (q) Each partner of a foreign limited liability partnership which 22 provides medical services in this state must be licensed pursuant to 23 article 131 of the education law to practice medicine in the state and 24 each partner of a foreign limited liability partnership which provides 25 dental services in the state must be licensed pursuant to article 133 of 26 the education law to practice dentistry in this state. Each partner of a 27 foreign limited liability partnership which provides veterinary service 28 in the state shall be licensed pursuant to article 135 of the education 29 law to practice veterinary medicine in this state. Each partner of a 30 foreign limited liability partnership which provides professional engi- 31 neering, land surveying, architectural and/or landscape architectural 32 services in this state must be licensed pursuant to article 145, article 33 147 and/or article 148 of the education law to practice one or more of 34 such professions. EACH PARTNER OF A FOREIGN REGISTERED LIMITED LIABILITY 35 PARTNERSHIP FORMED TO PROVIDE PUBLIC ACCOUNTANCY SERVICES, WHOSE PRINCI- 36 PAL PLACE OF BUSINESS IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUN- 37 TANCY SERVICES, MUST BE LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCA- 38 TION LAW TO PRACTICE PUBLIC ACCOUNTANCY IN THIS STATE. Each partner of a 39 foreign limited liability partnership which provides licensed clinical 40 social work services in this state must be licensed pursuant to article 41 154 of the education law to practice licensed clinical social work in 42 this state. Each partner of a foreign limited liability partnership 43 which provides creative arts therapy services in this state must be 44 licensed pursuant to article 163 of the education law to practice crea- 45 tive arts therapy in this state. Each partner of a foreign limited 46 liability partnership which provides marriage and family therapy 47 services in this state must be licensed pursuant to article 163 of the 48 education law to practice marriage and family therapy in this state. 49 Each partner of a foreign limited liability partnership which provides 50 mental health counseling services in this state must be licensed pursu- 51 ant to article 163 of the education law to practice mental health coun- 52 seling in this state. Each partner of a foreign limited liability part- 53 nership which provides psychoanalysis services in this state must be 54 licensed pursuant to article 163 of the education law to practice 55 psychoanalysis in this state. Each partner of a foreign limited liabil- 56 ity partnership which provides applied behavior analysis services in S. 4672--A 9 1 this state must be licensed or certified pursuant to article 167 of the 2 education law to practice applied behavior analysis in this state. 3 NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW A FOREIGN LIMITED LIABILITY 4 PARTNERSHIP FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUN- 5 TANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE 6 EDUCATION LAW, SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF 7 THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING 8 OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE FIRM'S 9 OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY 10 IN SOME STATE, AND (2) THAT ALL PARTNERS OF A FOREIGN LIMITED LIABILITY 11 PARTNERSHIP WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS STATE, AND WHO 12 ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS STATE, HOLD A 13 VALID LICENSE ISSUED UNDER SECTION 7404 OF THE EDUCATION LAW OR ARE 14 PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF THE EDUCATION LAW. 15 ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS 16 MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD OF REGENTS. 17 NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS SECTION MAY 18 NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE WORDS 19 "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS," OR THE 20 ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM THAT IS 21 INCORPORATED UNDER THIS SECTION SHALL BE (1) A NATURAL PERSON WHO 22 ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED 23 ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP 24 OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY 25 INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN 26 THE BUSINESS CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR 27 PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE 28 SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE 29 DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM. 30 S 13. Subdivision (q) of section 121-1502 of the partnership law, as 31 amended by chapter 475 of the laws of 2014, is amended to read as 32 follows: 33 (q) Each partner of a foreign limited liability partnership which 34 provides medical services in this state must be licensed pursuant to 35 article 131 of the education law to practice medicine in the state and 36 each partner of a foreign limited liability partnership which provides 37 dental services in the state must be licensed pursuant to article 133 of 38 the education law to practice dentistry in this state. Each partner of a 39 foreign limited liability partnership which provides veterinary service 40 in the state shall be licensed pursuant to article 135 of the education 41 law to practice veterinary medicine in this state. Each partner of a 42 foreign limited liability partnership which provides professional engi- 43 neering, land surveying, geological services, architectural and/or land- 44 scape architectural services in this state must be licensed pursuant to 45 article 145, article 147 and/or article 148 of the education law to 46 practice one or more of such professions. EACH PARTNER OF A FOREIGN 47 REGISTERED LIMITED LIABILITY PARTNERSHIP FORMED TO PROVIDE PUBLIC 48 ACCOUNTANCY SERVICES, WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS STATE 49 AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES, MUST BE LICENSED PURSUANT 50 TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC ACCOUNTANCY IN 51 THIS STATE. Each partner of a foreign limited liability partnership 52 which provides licensed clinical social work services in this state must 53 be licensed pursuant to article 154 of the education law to practice 54 licensed clinical social work in this state. Each partner of a foreign 55 limited liability partnership which provides creative arts therapy 56 services in this state must be licensed pursuant to article 163 of the S. 4672--A 10 1 education law to practice creative arts therapy in this state. Each 2 partner of a foreign limited liability partnership which provides 3 marriage and family therapy services in this state must be licensed 4 pursuant to article 163 of the education law to practice marriage and 5 family therapy in this state. Each partner of a foreign limited liabil- 6 ity partnership which provides mental health counseling services in this 7 state must be licensed pursuant to article 163 of the education law to 8 practice mental health counseling in this state. Each partner of a 9 foreign limited liability partnership which provides psychoanalysis 10 services in this state must be licensed pursuant to article 163 of the 11 education law to practice psychoanalysis in this state. Each partner of 12 a foreign limited liability partnership which provides applied behavior 13 analysis services in this state must be licensed or certified pursuant 14 to article 167 of the education law to practice applied behavior analy- 15 sis in this state. NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW A 16 FOREIGN LIMITED LIABILITY PARTNERSHIP FORMED TO LAWFULLY ENGAGE IN THE 17 PRACTICE OF PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED 18 UNDER ARTICLE 149 OF THE EDUCATION LAW, SHALL BE REQUIRED TO SHOW (1) 19 THAT A SIMPLE MAJORITY OF THE OWNERSHIP OF THE FIRM, IN TERMS OF FINAN- 20 CIAL INTERESTS, INCLUDING OWNERSHIP-BASED COMPENSATION, AND VOTING 21 RIGHTS HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVIDUALS LICENSED TO 22 PRACTICE PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT ALL PARTNERS OF 23 A FOREIGN LIMITED LIABILITY PARTNERSHIP WHOSE PRINCIPAL PLACE OF BUSI- 24 NESS IS IN THIS STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC 25 ACCOUNTANCY IN THIS STATE, HOLD A VALID LICENCE ISSUED UNDER SECTION 26 7404 OF THE EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER 27 SECTION 7405 OF THE EDUCATION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICEN- 28 SEE OWNERS, THE FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED 29 BY THE STATE BOARD OF REGENTS. NOTWITHSTANDING THE FOREGOING, A FIRM 30 REGISTERED UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE 31 FIRM'S NAME INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTI- 32 FIED PUBLIC ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH 33 NON-LICENSEE OWNER OF A FIRM THAT IS INCORPORATED UNDER THIS SECTION 34 SHALL BE (1) A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS 35 OF THE FIRM OR ITS AFFILIATED ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT 36 NOT LIMITED TO, A PARTNERSHIP OR PROFESSIONAL CORPORATION, PROVIDED EACH 37 BENEFICIAL OWNER OF AN EQUITY INTEREST IN SUCH ENTITY IS A NATURAL 38 PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS CONDUCTED BY THE FIRM 39 OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION, "ACTIVELY 40 PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHERWISE INDI- 41 VIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM. 42 S 14. Subdivision (h) of section 121-101 of the partnership law, as 43 added by chapter 950 of the laws of 1990, is amended to read as follows: 44 (h) "Limited partnership" and "domestic limited partnership" mean, 45 unless the context otherwise requires, a partnership (i) formed by two 46 or more persons pursuant to this article or which complies with subdivi- 47 sion (a) of section 121-1202 of this article and (ii) having one or more 48 general partners and one or more limited partners. NOTWITHSTANDING ANY 49 OTHER PROVISIONS OF LAW A LIMITED PARTNERSHIP OR DOMESTIC LIMITED PART- 50 NERSHIP FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY, 51 AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE EDUCA- 52 TION LAW SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF THE 53 OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING OWNER- 54 SHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE FIRM'S OWNERS, 55 BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY IN SOME 56 STATE, AND (2) THAT ALL PARTNERS OF A LIMITED PARTNERSHIP OR DOMESTIC S. 4672--A 11 1 LIMITED PARTNERSHIP, WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS STATE, 2 AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS STATE, 3 HOLD A VALID LICENSE ISSUED UNDER SECTION 7404 OF THE EDUCATION LAW OR 4 ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF THE EDUCATION LAW. 5 ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS 6 MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD OF REGENTS. 7 NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS SECTION MAY 8 NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE WORDS 9 "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS," OR THE 10 ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM THAT IS 11 REGISTERED UNDER THIS SECTION SHALL BE (1) A NATURAL PERSON WHO ACTIVELY 12 PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED ENTITIES, OR 13 (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP OR PROFES- 14 SIONAL CORPORATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY INTEREST 15 IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE 16 BUSINESS CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR PURPOSES 17 OF THIS SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE SERVICES TO 18 CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSI- 19 NESS OR MANAGEMENT OF THE FIRM. 20 S 15. Subdivision (b) of section 1207 of the limited liability company 21 law, as amended by chapter 554 of the laws of 2013, is amended to read 22 as follows: 23 (b) With respect to a professional service limited liability company 24 formed to provide medical services as such services are defined in arti- 25 cle 131 of the education law, each member of such limited liability 26 company must be licensed pursuant to article 131 of the education law to 27 practice medicine in this state. With respect to a professional service 28 limited liability company formed to provide dental services as such 29 services are defined in article 133 of the education law, each member of 30 such limited liability company must be licensed pursuant to article 133 31 of the education law to practice dentistry in this state. With respect 32 to a professional service limited liability company formed to provide 33 veterinary services as such services are defined in article 135 of the 34 education law, each member of such limited liability company must be 35 licensed pursuant to article 135 of the education law to practice veter- 36 inary medicine in this state. With respect to a professional service 37 limited liability company formed to provide professional engineering, 38 land surveying, architectural and/or landscape architectural services as 39 such services are defined in article 145, article 147 and article 148 of 40 the education law, each member of such limited liability company must be 41 licensed pursuant to article 145, article 147 and/or article 148 of the 42 education law to practice one or more of such professions in this state. 43 WITH RESPECT TO A PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY FORMED 44 TO PROVIDE PUBLIC ACCOUNTANCY SERVICES AS SUCH SERVICES ARE DEFINED IN 45 ARTICLE 149 OF THE EDUCATION LAW EACH MEMBER OF SUCH LIMITED LIABILITY 46 COMPANY WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS STATE AND WHO 47 PROVIDES PUBLIC ACCOUNTANCY SERVICES, MUST BE LICENSED PURSUANT TO ARTI- 48 CLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC ACCOUNTANCY IN THIS 49 STATE. With respect to a professional service limited liability company 50 formed to provide licensed clinical social work services as such 51 services are defined in article 154 of the education law, each member of 52 such limited liability company shall be licensed pursuant to article 154 53 of the education law to practice licensed clinical social work in this 54 state. With respect to a professional service limited liability company 55 formed to provide creative arts therapy services as such services are 56 defined in article 163 of the education law, each member of such limited S. 4672--A 12 1 liability company must be licensed pursuant to article 163 of the educa- 2 tion law to practice creative arts therapy in this state. With respect 3 to a professional service limited liability company formed to provide 4 marriage and family therapy services as such services are defined in 5 article 163 of the education law, each member of such limited liability 6 company must be licensed pursuant to article 163 of the education law to 7 practice marriage and family therapy in this state. With respect to a 8 professional service limited liability company formed to provide mental 9 health counseling services as such services are defined in article 163 10 of the education law, each member of such limited liability company must 11 be licensed pursuant to article 163 of the education law to practice 12 mental health counseling in this state. With respect to a professional 13 service limited liability company formed to provide psychoanalysis 14 services as such services are defined in article 163 of the education 15 law, each member of such limited liability company must be licensed 16 pursuant to article 163 of the education law to practice psychoanalysis 17 in this state. With respect to a professional service limited liability 18 company formed to provide applied behavior analysis services as such 19 services are defined in article 167 of the education law, each member of 20 such limited liability company must be licensed or certified pursuant to 21 article 167 of the education law to practice applied behavior analysis 22 in this state. NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW A PROFES- 23 SIONAL SERVICE LIMITED LIABILITY COMPANY FORMED TO LAWFULLY ENGAGE IN 24 THE PRACTICE OF PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY 25 DEFINED UNDER ARTICLE 149 OF THE EDUCATION LAW SHALL BE REQUIRED TO SHOW 26 (1) THAT A SIMPLE MAJORITY OF THE OWNERSHIP OF THE FIRM, IN TERMS OF 27 FINANCIAL INTERESTS, INCLUDING OWNERSHIP-BASED COMPENSATION, AND VOTING 28 RIGHTS HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVIDUALS LICENSED TO 29 PRACTICE PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT ALL MEMBERS OF A 30 LIMITED PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY, WHOSE PRINCIPAL 31 PLACE OF BUSINESS IS IN THIS STATE, AND WHO ARE ENGAGED IN THE PRACTICE 32 OF PUBLIC ACCOUNTANCY IN THIS STATE, HOLD A VALID LICENSE ISSUED UNDER 33 SECTION 7404 OF THE EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS LICENSED 34 UNDER SECTION 7405 OF THE EDUCATION LAW. ALTHOUGH FIRMS MAY INCLUDE 35 NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS MUST COMPLY WITH RULES 36 PROMULGATED BY THE STATE BOARD OF REGENTS. NOTWITHSTANDING THE FOREGO- 37 ING, A FIRM REGISTERED UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE 38 OWNERS IF THE FIRM'S NAME INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNT- 39 ANT," OR "CERTIFIED PUBLIC ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR 40 "CPAS." EACH NON-LICENSEE OWNER OF A FIRM THAT IS REGISTERED UNDER THIS 41 SECTION SHALL BE (1) A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE 42 BUSINESS OF THE FIRM OR ITS AFFILIATED ENTITIES, OR (2) AN ENTITY, 43 INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP OR PROFESSIONAL CORPO- 44 RATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY INTEREST IN SUCH 45 ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS 46 CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF THIS 47 SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS 48 OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR 49 MANAGEMENT OF THE FIRM. 50 S 16. Subdivision (b) of section 1207 of the limited liability company 51 law, as amended by chapter 475 of the laws of 2014, is amended to read 52 as follows: 53 (b) With respect to a professional service limited liability company 54 formed to provide medical services as such services are defined in arti- 55 cle 131 of the education law, each member of such limited liability 56 company must be licensed pursuant to article 131 of the education law to S. 4672--A 13 1 practice medicine in this state. With respect to a professional service 2 limited liability company formed to provide dental services as such 3 services are defined in article 133 of the education law, each member of 4 such limited liability company must be licensed pursuant to article 133 5 of the education law to practice dentistry in this state. With respect 6 to a professional service limited liability company formed to provide 7 veterinary services as such services are defined in article 135 of the 8 education law, each member of such limited liability company must be 9 licensed pursuant to article 135 of the education law to practice veter- 10 inary medicine in this state. With respect to a professional service 11 limited liability company formed to provide professional engineering, 12 land surveying, architectural, landscape architectural and/or geological 13 services as such services are defined in article 145, article 147 and 14 article 148 of the education law, each member of such limited liability 15 company must be licensed pursuant to article 145, article 147 and/or 16 article 148 of the education law to practice one or more of such 17 professions in this state. WITH RESPECT TO A PROFESSIONAL SERVICE 18 LIMITED LIABILITY COMPANY FORMED TO PROVIDE PUBLIC ACCOUNTANCY SERVICES 19 AS SUCH SERVICES ARE DEFINED IN ARTICLE 149 OF THE EDUCATION LAW EACH 20 MEMBER OF SUCH LIMITED LIABILITY COMPANY WHOSE PRINCIPAL PLACE OF BUSI- 21 NESS IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES, MUST 22 BE LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE 23 PUBLIC ACCOUNTANCY IN THIS STATE. With respect to a professional service 24 limited liability company formed to provide licensed clinical social 25 work services as such services are defined in article 154 of the educa- 26 tion law, each member of such limited liability company shall be 27 licensed pursuant to article 154 of the education law to practice 28 licensed clinical social work in this state. With respect to a profes- 29 sional service limited liability company formed to provide creative arts 30 therapy services as such services are defined in article 163 of the 31 education law, each member of such limited liability company must be 32 licensed pursuant to article 163 of the education law to practice crea- 33 tive arts therapy in this state. With respect to a professional service 34 limited liability company formed to provide marriage and family therapy 35 services as such services are defined in article 163 of the education 36 law, each member of such limited liability company must be licensed 37 pursuant to article 163 of the education law to practice marriage and 38 family therapy in this state. With respect to a professional service 39 limited liability company formed to provide mental health counseling 40 services as such services are defined in article 163 of the education 41 law, each member of such limited liability company must be licensed 42 pursuant to article 163 of the education law to practice mental health 43 counseling in this state. With respect to a professional service limited 44 liability company formed to provide psychoanalysis services as such 45 services are defined in article 163 of the education law, each member of 46 such limited liability company must be licensed pursuant to article 163 47 of the education law to practice psychoanalysis in this state. With 48 respect to a professional service limited liability company formed to 49 provide applied behavior analysis services as such services are defined 50 in article 167 of the education law, each member of such limited liabil- 51 ity company must be licensed or certified pursuant to article 167 of the 52 education law to practice applied behavior analysis in this state. 53 NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW A PROFESSIONAL SERVICE 54 LIMITED LIABILITY COMPANY FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF 55 PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTI- 56 CLE 149 OF THE EDUCATION LAW SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE S. 4672--A 14 1 MAJORITY OF THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, 2 INCLUDING OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE 3 FIRM'S OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC 4 ACCOUNTANCY IN SOME STATE, AND (2) THAT ALL MEMBERS OF A LIMITED PROFES- 5 SIONAL SERVICE LIMITED LIABILITY COMPANY, WHOSE PRINCIPAL PLACE OF BUSI- 6 NESS IS IN THIS STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC 7 ACCOUNTANCY IN THIS STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION 8 7404 OF THE EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER 9 SECTION 7405 OF THE EDUCATION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICEN- 10 SEE OWNERS, THE FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED 11 BY THE STATE BOARD OF REGENTS. NOTWITHSTANDING THE FOREGOING, A FIRM 12 REGISTERED UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE 13 FIRM'S NAME INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTI- 14 FIED PUBLIC ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH 15 NON-LICENSEE OWNER OF A FIRM THAT IS REGISTERED UNDER THIS SECTION SHALL 16 BE (1) A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF THE 17 FIRM OR ITS AFFILIATED ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT 18 LIMITED TO, A PARTNERSHIP OR PROFESSIONAL CORPORATION, PROVIDED EACH 19 BENEFICIAL OWNER OF AN EQUITY INTEREST IN SUCH ENTITY IS A NATURAL 20 PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS CONDUCTED BY THE FIRM 21 OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION, "ACTIVELY 22 PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHERWISE INDI- 23 VIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM. 24 S 17. Subdivision (a) of section 1301 of the limited liability company 25 law, as amended by chapter 554 of the laws of 2013, is amended to read 26 as follows: 27 (a) "Foreign professional service limited liability company" means a 28 professional service limited liability company, whether or not denomi- 29 nated as such, organized under the laws of a jurisdiction other than 30 this state, (i) each of whose members and managers, if any, is a profes- 31 sional authorized by law to render a professional service within this 32 state and who is or has been engaged in the practice of such profession 33 in such professional service limited liability company or a predecessor 34 entity, or will engage in the practice of such profession in the profes- 35 sional service limited liability company within thirty days of the date 36 such professional becomes a member, or each of whose members and manag- 37 ers, if any, is a professional at least one of such members is author- 38 ized by law to render a professional service within this state and who 39 is or has been engaged in the practice of such profession in such 40 professional service limited liability company or a predecessor entity, 41 or will engage in the practice of such profession in the professional 42 service limited liability company within thirty days of the date such 43 professional becomes a member, or (ii) authorized by, or holding a 44 license, certificate, registration or permit issued by the licensing 45 authority pursuant to, the education law to render a professional 46 service within this state; except that all members and managers, if any, 47 of a foreign professional service limited liability company that 48 provides health services in this state shall be licensed in this state. 49 With respect to a foreign professional service limited liability company 50 which provides veterinary services as such services are defined in arti- 51 cle 135 of the education law, each member of such foreign professional 52 service limited liability company shall be licensed pursuant to article 53 135 of the education law to practice veterinary medicine. With respect 54 to a foreign professional service limited liability company which 55 provides medical services as such services are defined in article 131 of 56 the education law, each member of such foreign professional service S. 4672--A 15 1 limited liability company must be licensed pursuant to article 131 of 2 the education law to practice medicine in this state. With respect to a 3 foreign professional service limited liability company which provides 4 dental services as such services are defined in article 133 of the 5 education law, each member of such foreign professional service limited 6 liability company must be licensed pursuant to article 133 of the educa- 7 tion law to practice dentistry in this state. With respect to a foreign 8 professional service limited liability company which provides profes- 9 sional engineering, land surveying, architectural and/or landscape 10 architectural services as such services are defined in article 145, 11 article 147 and article 148 of the education law, each member of such 12 foreign professional service limited liability company must be licensed 13 pursuant to article 145, article 147 and/or article 148 of the education 14 law to practice one or more of such professions in this state. WITH 15 RESPECT TO A FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY 16 WHICH PROVIDES PUBLIC ACCOUNTANCY SERVICES AS SUCH SERVICES ARE DEFINED 17 IN ARTICLE 149 OF THE EDUCATION LAW, EACH MEMBER OF SUCH FOREIGN PROFES- 18 SIONAL SERVICE LIMITED LIABILITY COMPANY WHOSE PRINCIPAL PLACE OF BUSI- 19 NESS IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES, 20 SHALL BE LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRAC- 21 TICE PUBLIC ACCOUNTANCY IN THIS STATE. With respect to a foreign profes- 22 sional service limited liability company which provides licensed clin- 23 ical social work services as such services are defined in article 154 of 24 the education law, each member of such foreign professional service 25 limited liability company shall be licensed pursuant to article 154 of 26 the education law to practice clinical social work in this state. With 27 respect to a foreign professional service limited liability company 28 which provides creative arts therapy services as such services are 29 defined in article 163 of the education law, each member of such foreign 30 professional service limited liability company must be licensed pursuant 31 to article 163 of the education law to practice creative arts therapy in 32 this state. With respect to a foreign professional service limited 33 liability company which provides marriage and family therapy services as 34 such services are defined in article 163 of the education law, each 35 member of such foreign professional service limited liability company 36 must be licensed pursuant to article 163 of the education law to prac- 37 tice marriage and family therapy in this state. With respect to a 38 foreign professional service limited liability company which provides 39 mental health counseling services as such services are defined in arti- 40 cle 163 of the education law, each member of such foreign professional 41 service limited liability company must be licensed pursuant to article 42 163 of the education law to practice mental health counseling in this 43 state. With respect to a foreign professional service limited liability 44 company which provides psychoanalysis services as such services are 45 defined in article 163 of the education law, each member of such foreign 46 professional service limited liability company must be licensed pursuant 47 to article 163 of the education law to practice psychoanalysis in this 48 state. With respect to a foreign professional service limited liability 49 company which provides applied behavior analysis services as such 50 services are defined in article 167 of the education law, each member of 51 such foreign professional service limited liability company must be 52 licensed or certified pursuant to article 167 of the education law to 53 practice applied behavior analysis in this state. NOTWITHSTANDING ANY 54 OTHER PROVISIONS OF LAW A FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY 55 COMPANY FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY, 56 AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE EDUCA- S. 4672--A 16 1 TION LAW SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF THE 2 OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING OWNER- 3 SHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE FIRM'S OWNERS, 4 BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY IN SOME 5 STATE, AND (2) THAT ALL MEMBERS OF A FOREIGN LIMITED PROFESSIONAL 6 SERVICE LIMITED LIABILITY COMPANY, WHOSE PRINCIPAL PLACE OF BUSINESS IS 7 IN THIS STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY 8 IN THIS STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION 7404 OF THE 9 EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF 10 THE EDUCATION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE 11 FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE 12 BOARD OF REGENTS. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED 13 UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME 14 INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC 15 ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE 16 OWNER OF A FIRM THAT IS REGISTERED UNDER THIS SECTION SHALL BE (1) A 17 NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR 18 ITS AFFILIATED ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED 19 TO, A PARTNERSHIP OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL 20 OWNER OF AN EQUITY INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO 21 ACTIVELY PARTICIPATES IN THE BUSINESS CONDUCTED BY THE FIRM OR ITS 22 AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTIC- 23 IPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY 24 TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM. 25 S 18. Subdivision (a) of section 1301 of the limited liability company 26 law, as amended by chapter 475 of the laws of 2014, is amended to read 27 as follows: 28 (a) "Foreign professional service limited liability company" means a 29 professional service limited liability company, whether or not denomi- 30 nated as such, organized under the laws of a jurisdiction other than 31 this state, (i) each of whose members and managers, if any, is a profes- 32 sional authorized by law to render a professional service within this 33 state and who is or has been engaged in the practice of such profession 34 in such professional service limited liability company or a predecessor 35 entity, or will engage in the practice of such profession in the profes- 36 sional service limited liability company within thirty days of the date 37 such professional becomes a member, or each of whose members and manag- 38 ers, if any, is a professional at least one of such members is author- 39 ized by law to render a professional service within this state and who 40 is or has been engaged in the practice of such profession in such 41 professional service limited liability company or a predecessor entity, 42 or will engage in the practice of such profession in the professional 43 service limited liability company within thirty days of the date such 44 professional becomes a member, or (ii) authorized by, or holding a 45 license, certificate, registration or permit issued by the licensing 46 authority pursuant to, the education law to render a professional 47 service within this state; except that all members and managers, if any, 48 of a foreign professional service limited liability company that 49 provides health services in this state shall be licensed in this state. 50 With respect to a foreign professional service limited liability company 51 which provides veterinary services as such services are defined in arti- 52 cle 135 of the education law, each member of such foreign professional 53 service limited liability company shall be licensed pursuant to article 54 135 of the education law to practice veterinary medicine. With respect 55 to a foreign professional service limited liability company which 56 provides medical services as such services are defined in article 131 of S. 4672--A 17 1 the education law, each member of such foreign professional service 2 limited liability company must be licensed pursuant to article 131 of 3 the education law to practice medicine in this state. With respect to a 4 foreign professional service limited liability company which provides 5 dental services as such services are defined in article 133 of the 6 education law, each member of such foreign professional service limited 7 liability company must be licensed pursuant to article 133 of the educa- 8 tion law to practice dentistry in this state. With respect to a foreign 9 professional service limited liability company which provides profes- 10 sional engineering, land surveying, geologic, architectural and/or land- 11 scape architectural services as such services are defined in article 12 145, article 147 and article 148 of the education law, each member of 13 such foreign professional service limited liability company must be 14 licensed pursuant to article 145, article 147 and/or article 148 of the 15 education law to practice one or more of such professions in this state. 16 WITH RESPECT TO A FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY 17 WHICH PROVIDES PUBLIC ACCOUNTANCY SERVICES AS SUCH SERVICES ARE DEFINED 18 IN ARTICLE 149 OF THE EDUCATION LAW, EACH MEMBER OF SUCH FOREIGN PROFES- 19 SIONAL SERVICE LIMITED LIABILITY COMPANY WHOSE PRINCIPAL PLACE OF BUSI- 20 NESS IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES, 21 SHALL BE LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRAC- 22 TICE PUBLIC ACCOUNTANCY IN THIS STATE. With respect to a foreign profes- 23 sional service limited liability company which provides licensed clin- 24 ical social work services as such services are defined in article 154 of 25 the education law, each member of such foreign professional service 26 limited liability company shall be licensed pursuant to article 154 of 27 the education law to practice clinical social work in this state. With 28 respect to a foreign professional service limited liability company 29 which provides creative arts therapy services as such services are 30 defined in article 163 of the education law, each member of such foreign 31 professional service limited liability company must be licensed pursuant 32 to article 163 of the education law to practice creative arts therapy in 33 this state. With respect to a foreign professional service limited 34 liability company which provides marriage and family therapy services as 35 such services are defined in article 163 of the education law, each 36 member of such foreign professional service limited liability company 37 must be licensed pursuant to article 163 of the education law to prac- 38 tice marriage and family therapy in this state. With respect to a 39 foreign professional service limited liability company which provides 40 mental health counseling services as such services are defined in arti- 41 cle 163 of the education law, each member of such foreign professional 42 service limited liability company must be licensed pursuant to article 43 163 of the education law to practice mental health counseling in this 44 state. With respect to a foreign professional service limited liability 45 company which provides psychoanalysis services as such services are 46 defined in article 163 of the education law, each member of such foreign 47 professional service limited liability company must be licensed pursuant 48 to article 163 of the education law to practice psychoanalysis in this 49 state. With respect to a foreign professional service limited liability 50 company which provides applied behavior analysis services as such 51 services are defined in article 167 of the education law, each member of 52 such foreign professional service limited liability company must be 53 licensed or certified pursuant to article 167 of the education law to 54 practice applied behavior analysis in this state. NOTWITHSTANDING ANY 55 OTHER PROVISIONS OF LAW A FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY 56 COMPANY FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY, S. 4672--A 18 1 AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE EDUCA- 2 TION LAW SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF THE 3 OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING OWNER- 4 SHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE FIRM'S OWNERS, 5 BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY IN SOME 6 STATE, AND (2) THAT ALL MEMBERS OF A FOREIGN LIMITED PROFESSIONAL 7 SERVICE LIMITED LIABILITY COMPANY, WHOSE PRINCIPAL PLACE OF BUSINESS IS 8 IN THIS STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY 9 IN THIS STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION 7404 OF THE 10 EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF 11 THE EDUCATION LAW, ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE 12 FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE 13 BOARD OF REGENTS. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED 14 UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME 15 INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC 16 ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE 17 OWNER OF A FIRM THAT IS REGISTERED UNDER THIS SECTION SHALL BE (1) A 18 NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR 19 ITS AFFILIATED ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED 20 TO, A PARTNERSHIP OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL 21 OWNER OF AN EQUITY INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO 22 ACTIVELY PARTICIPATES IN THE BUSINESS CONDUCTED BY THE FIRM OR ITS 23 AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTIC- 24 IPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY 25 TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM. 26 S 19. This act shall take effect immediately; provided that sections 27 eleven, thirteen, sixteen, and eighteen of this act shall take effect on 28 the same date as sections 26, 27, 22 and 23, respectively, of chapter 29 475 of the laws of 2014 take effect.