Bill Text: NY S04672 | 2015-2016 | General Assembly | Introduced
NOTE: There are more recent revisions of this legislation. Read Latest Draft
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-Introduced.html
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-Introduced.html
S T A T E O F N E W Y O R K
________________________________________________________________________
4672
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
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 AUTHORIZED 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
23 ACCOUNTANTS LICENSED UNDER SECTION SEVENTY-FOUR HUNDRED FIVE OF THE
24 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.
LBD03159-01-5
S. 4672 2
1 AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR
2 PUBLIC ACCOUNTANCY. NOTWITHSTANDING THE PROVISIONS OF THIS PARAGRAPH, A
3 FIRM INCORPORATED UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF
4 THE FIRM'S NAME INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR
5 "CERTIFIED PUBLIC ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS".
6 EACH NON-LICENSEE OWNER OF A FIRM THAT IS INCORPORATED UNDER THIS
7 SECTION SHALL BE (1) A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE
8 BUSINESS OF THE FIRM OR ITS AFFILIATED ENTITIES, OR (2) AN ENTITY,
9 INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP OR PROFESSIONAL CORPO-
10 RATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY INTEREST IN SUCH
11 ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS
12 CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF THIS
13 SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS
14 OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR
15 MANAGEMENT OF THE FIRM. SUCH A FIRM SHALL HAVE ATTACHED TO ITS CERTIF-
16 ICATE OF INCORPORATION A CERTIFICATE OR CERTIFICATES DEMONSTRATING THE
17 FIRM'S COMPLIANCE WITH THIS PARAGRAPH, IN LIEU OF THE CERTIFICATE OR
18 CERTIFICATES REQUIRED BY SUBPARAGRAPH (II) OF PARAGRAPH (B) OF THIS
19 SECTION.
20 S 3. Section 1507 of the business corporation law is amended by adding
21 a new paragraph (c) to read as follows:
22 (C) ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING AS
23 A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF SECTION
24 FIFTEEN HUNDRED THREE OF THIS ARTICLE MAY ISSUE SHARES TO INDIVIDUALS
25 WHO ARE AUTHORIZED BY LAW TO PRACTICE IN THIS STATE A PROFESSION WHICH
26 SUCH CORPORATION IS AUTHORIZED TO PRACTICE AND WHO ARE OR HAVE BEEN
27 ENGAGED IN THE PRACTICE OF SUCH PROFESSION IN SUCH CORPORATION OR A
28 PREDECESSOR ENTITY, OR WHO WILL ENGAGE IN THE PRACTICE OF SUCH PROFES-
29 SION IN SUCH CORPORATION WITHIN THIRTY DAYS OF THE DATE SUCH SHARES ARE
30 ISSUED AND MAY ALSO ISSUE SHARES TO EMPLOYEES OF THE CORPORATION NOT
31 LICENSED AS CERTIFIED PUBLIC ACCOUNTANTS, PROVIDED THAT:
32 (I) AT LEAST FIFTY-ONE PERCENT OF THE OUTSTANDING SHARES OF STOCK OF
33 THE CORPORATION ARE OWNED BY CERTIFIED PUBLIC ACCOUNTANTS,
34 (II) AT LEAST FIFTY-ONE PERCENT OF THE DIRECTORS ARE CERTIFIED PUBLIC
35 ACCOUNTANTS,
36 (III) AT LEAST FIFTY-ONE PERCENT OF THE OFFICERS ARE CERTIFIED PUBLIC
37 ACCOUNTANTS,
38 (IV) THE PRESIDENT, THE CHAIRPERSON OF THE BOARD OF DIRECTORS AND THE
39 CHIEF EXECUTIVE OFFICER OR OFFICERS ARE CERTIFIED PUBLIC ACCOUNTANTS.
40 NO SHAREHOLDER OF A FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCOR-
41 PORATING AS A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H)
42 OF SECTION FIFTEEN HUNDRED THREE OF THIS ARTICLE SHALL ENTER INTO A
43 VOTING TRUST AGREEMENT, PROXY OR ANY OTHER TYPE OF AGREEMENT VESTING IN
44 ANOTHER PERSON, OTHER THAN ANOTHER SHAREHOLDER OF THE SAME CORPORATION,
45 THE AUTHORITY TO EXERCISE VOTING POWER OF ANY OR ALL OF HIS OR HER
46 SHARES. ALL SHARES ISSUED, AGREEMENTS MADE OR PROXIES GRANTED IN
47 VIOLATION OF THIS SECTION SHALL BE VOID.
48 S 4. Section 1508 of the business corporation law is amended by adding
49 a new paragraph (c) to read as follows:
50 (C) THE DIRECTORS AND OFFICERS OF ANY FIRM ESTABLISHED FOR THE BUSI-
51 NESS PURPOSE OF INCORPORATING AS A PROFESSIONAL SERVICE CORPORATION
52 PURSUANT TO PARAGRAPH (H) OF SECTION FIFTEEN HUNDRED THREE OF THIS ARTI-
53 CLE MAY INCLUDE INDIVIDUALS WHO ARE NOT LICENSED TO PRACTICE PUBLIC
54 ACCOUNTANCY, PROVIDED HOWEVER THAT AT LEAST FIFTY-ONE PERCENT OF THE
55 DIRECTORS, AT LEAST FIFTY-ONE PERCENT OF THE OFFICERS AND THE PRESIDENT,
56 THE CHAIRPERSON OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFI-
S. 4672 3
1 CER OR OFFICERS ARE AUTHORIZED BY LAW TO PRACTICE IN THIS STATE A
2 PROFESSION WHICH SUCH CORPORATION IS AUTHORIZED TO PRACTICE, AND ARE
3 EITHER SHAREHOLDERS OF SUCH CORPORATION OR ENGAGED IN THE PRACTICE OF
4 THEIR PROFESSIONS IN SUCH CORPORATION.
5 S 5. Section 1509 of the business corporation law, as amended by chap-
6 ter 550 of the laws of 2011, is amended to read as follows:
7 S 1509. Disqualification of shareholders, directors, officers and
8 employees.
9 If any shareholder, director, officer or employee of a professional
10 service corporation, including a design professional service corpo-
11 ration, OR ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORAT-
12 ING AS A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF
13 SECTION FIFTEEN HUNDRED THREE OF THIS ARTICLE, who has been rendering
14 professional service to the public becomes legally disqualified to prac-
15 tice his profession within this state, he shall sever all employment
16 with, and financial interests (other than interests as a creditor) in,
17 such corporation forthwith or as otherwise provided in section 1510 of
18 this article. All provisions of law regulating the rendering of profes-
19 sional services by a person elected or appointed to a public office
20 shall be applicable to a shareholder, director, officer and employee of
21 such corporation in the same manner and to the same extent as if fully
22 set forth herein. Such legal disqualification to practice his profession
23 within this state shall be deemed to constitute an irrevocable offer by
24 the disqualified shareholder to sell his shares to the corporation,
25 pursuant to the provisions of section 1510 of this article or of the
26 certificate of incorporation, by-laws or agreement among the corporation
27 and all shareholders, whichever is applicable. Compliance with the terms
28 of such offer shall be specifically enforceable in the courts of this
29 state. A professional service corporation's failure to enforce compli-
30 ance with this provision shall constitute a ground for forfeiture of its
31 certificate of incorporation and its dissolution.
32 S 6. Paragraph (a) of section 1511 of the business corporation law, as
33 amended by chapter 550 of the laws of 2011, is amended and a new para-
34 graph (c) is added to read as follows:
35 (a) No shareholder of a professional service corporation [or], INCLUD-
36 ING a design professional service corporation, OR ANY FIRM ESTABLISHED
37 FOR THE BUSINESS PURPOSE OF INCORPORATING AS A PROFESSIONAL SERVICE
38 CORPORATION PURSUANT TO PARAGRAPH (H) OF SECTION FIFTEEN HUNDRED THREE
39 OF THIS ARTICLE, may sell or transfer his shares in such corporation
40 except to another individual who is eligible to have shares issued to
41 him by such corporation or except in trust to another individual who
42 would be eligible to receive shares if he were employed by the corpo-
43 ration. Nothing herein contained shall be construed to prohibit the
44 transfer of shares by operation of law or by court decree. No transfer-
45 ee of shares by operation of law or court decree may vote the shares for
46 any purpose whatsoever except with respect to corporate action under
47 sections 909 and 1001 of this chapter. The restriction in the preceding
48 sentence shall not apply, however, where such transferee would be eligi-
49 ble to have shares issued to him if he were an employee of the corpo-
50 ration and, if there are other shareholders, a majority of such other
51 shareholders shall fail to redeem the shares so transferred, pursuant to
52 section 1510 of this article, within sixty days of receiving written
53 notice of such transfer. Any sale or transfer, except by operation of
54 law or court decree or except for a corporation having only one share-
55 holder, may be made only after the same shall have been approved by the
56 board of directors, or at a shareholders' meeting specially called for
S. 4672 4
1 such purpose by such proportion, not less than a majority, of the
2 outstanding shares as may be provided in the certificate of incorpo-
3 ration or in the by-laws of such professional service corporation. At
4 such shareholders' meeting the shares held by the shareholder proposing
5 to sell or transfer his shares may not be voted or counted for any
6 purpose, unless all shareholders consent that such shares be voted or
7 counted. The certificate of incorporation or the by-laws of the profes-
8 sional service corporation, or the professional service corporation and
9 the shareholders by private agreement, may provide, in lieu of or in
10 addition to the foregoing provisions, for the alienation of shares and
11 may require the redemption or purchase of such shares by such corpo-
12 ration at prices and in a manner specifically set forth therein. The
13 existence of the restrictions on the sale or transfer of shares, as
14 contained in this article and, if applicable, in the certificate of
15 incorporation, by-laws, stock purchase or stock redemption agreement,
16 shall be noted conspicuously on the face or back of every certificate
17 for shares issued by a professional service corporation. Any sale or
18 transfer in violation of such restrictions shall be void.
19 (C) A FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING AS A
20 PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF SECTION
21 FIFTEEN HUNDRED THREE OF THIS ARTICLE, SHALL PURCHASE OR REDEEM THE
22 SHARES OF A NON-LICENSED PROFESSIONAL SHAREHOLDER IN THE CASE OF HIS OR
23 HER TERMINATION OF EMPLOYMENT WITHIN THIRTY DAYS AFTER SUCH TERMINATION.
24 A FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING AS A
25 PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF SECTION
26 FIFTEEN HUNDRED THREE OF THIS ARTICLE, SHALL NOT BE REQUIRED TO PURCHASE
27 OR REDEEM THE SHARES OF A TERMINATED NON-LICENSED PROFESSIONAL SHARE-
28 HOLDER IF SUCH SHARES, WITHIN THIRTY DAYS AFTER SUCH TERMINATION, ARE
29 SOLD OR TRANSFERRED TO ANOTHER EMPLOYEE OF THE CORPORATION PURSUANT TO
30 THIS ARTICLE.
31 S 7. Paragraph (a) of section 1512 of the business corporation law, as
32 amended by chapter 550 of the laws of 2011, is amended to read as
33 follows:
34 (a) Notwithstanding any other provision of law, the name of a profes-
35 sional service corporation, including a design professional service
36 corporation AND ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCOR-
37 PORATING AS A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H)
38 OF SECTION FIFTEEN HUNDRED THREE OF THIS ARTICLE, may contain any word
39 which, at the time of incorporation, could be used in the name of a
40 partnership practicing a profession which the corporation is authorized
41 to practice, and may not contain any word which could not be used by
42 such a partnership. Provided, however, the name of a professional
43 service corporation may not contain the name of a deceased person unless
44 (1) such person's name was part of the corporate name at the time of
45 such person's death; or
46 (2) such person's name was part of the name of an existing partnership
47 and at least two-thirds of such partnership's partners become sharehold-
48 ers of the corporation.
49 S 8. Section 1514 of the business corporation law is amended by adding
50 a new paragraph (c) to read as follows:
51 (C) EACH FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING AS
52 A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF SECTION
53 FIFTEEN HUNDRED THREE OF THIS ARTICLE SHALL, AT LEAST ONCE EVERY THREE
54 YEARS ON OR BEFORE THE DATE PRESCRIBED BY THE LICENSING AUTHORITY,
55 FURNISH A STATEMENT TO THE LICENSING AUTHORITY LISTING THE NAMES AND
56 RESIDENCE ADDRESSES OF EACH SHAREHOLDER, DIRECTOR AND OFFICER OF SUCH
S. 4672 5
1 CORPORATION AND CERTIFY AS THE DATE OF CERTIFICATION AND AT ALL TIMES
2 OVER THE ENTIRE THREE YEAR PERIOD THAT:
3 (I) AT LEAST FIFTY-ONE PERCENT OF THE OUTSTANDING SHARES OF STOCK OF
4 THE CORPORATION ARE AND WERE OWNED BY CERTIFIED PUBLIC ACCOUNTANTS,
5 (II) AT LEAST FIFTY-ONE PERCENT OF THE DIRECTORS ARE AND WERE CERTI-
6 FIED PUBLIC ACCOUNTANTS,
7 (III) AT LEAST FIFTY-ONE PERCENT OF THE OFFICERS ARE AND WERE CERTI-
8 FIED PUBLIC ACCOUNTANTS,
9 (IV) THE PRESIDENT, THE CHAIRPERSON OF THE BOARD OF DIRECTORS AND THE
10 CHIEF EXECUTIVE OFFICER OR OFFICERS ARE AND WERE CERTIFIED PUBLIC
11 ACCOUNTANTS.
12 THE STATEMENT SHALL BE SIGNED BY THE PRESIDENT OR ANY CERTIFIED PUBLIC
13 ACCOUNTANT VICE-PRESIDENT AND ATTESTED TO BY THE SECRETARY OR ANY
14 ASSISTANT SECRETARY OF THE CORPORATION.
15 S 9. Paragraph (d) of section 1525 of the business corporation law, as
16 added by chapter 505 of the laws of 1983, is amended to read as follows:
17 (d) "Foreign professional service corporation" means a professional
18 service corporation, whether or not denominated as such, organized under
19 the laws of a jurisdiction other than this state, all of the sharehold-
20 ers, directors and officers of which are authorized and licensed to
21 practice the profession for which such corporation is licensed to do
22 business; except that all shareholders, directors and officers of a
23 foreign professional service corporation which provides health services
24 in this state shall be licensed in this state. NOTWITHSTANDING ANY OTHER
25 PROVISION OF LAW A FOREIGN PROFESSIONAL SERVICE CORPORATION FORMED TO
26 LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY, AS SUCH PRACTICE
27 IS RESPECTIVELY DEFINED UNDER ARTICLE ONE HUNDRED FORTY-NINE OF THE
28 EDUCATION LAW, SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF
29 THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING
30 OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE FIRM'S
31 OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY
32 IN SOME STATE, AND (2) THAT ALL SHAREHOLDERS OF A FOREIGN PROFESSIONAL
33 SERVICE CORPORATION WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS STATE,
34 AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS STATE,
35 HOLD A VALID LICENSE ISSUED UNDER SECTION SEVENTY-FOUR HUNDRED FOUR OF
36 THE EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION
37 SEVENTY-FOUR HUNDRED FIVE OF THE EDUCATION LAW. ALTHOUGH FIRMS MAY
38 INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS MUST COMPLY WITH
39 RULES PROMULGATED BY THE STATE BOARD FOR PUBLIC ACCOUNTANCY. NOTWITH-
40 STANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS SECTION MAY NOT
41 HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE WORDS "CERTI-
42 FIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS," OR THE
43 ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM THAT IS
44 INCORPORATED UNDER THIS SECTION SHALL BE (1) A NATURAL PERSON WHO
45 ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED
46 ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP
47 OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY
48 INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
49 THE BUSINESS CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR
50 PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE
51 SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE
52 DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
53 S 10. The fourteenth undesignated paragraph of section 2 of the part-
54 nership law, as added by chapter 576 of the laws of 1994, is amended to
55 read as follows:
S. 4672 6
1 "Professional partnership" means (1) a partnership without limited
2 partners each of whose partners is a professional authorized by law to
3 render a professional service within this state, (2) a partnership with-
4 out limited partners each of whose partners is a professional, at least
5 one of whom is authorized by law to render a professional service within
6 this state or (3) a partnership without limited partners authorized by,
7 or holding a license, certificate, registration or permit issued by the
8 licensing authority pursuant to the education law to render a profes-
9 sional service within this state; except that all partners of a profes-
10 sional partnership that provides medical services in this state must be
11 licensed pursuant to article 131 of the education law to practice medi-
12 cine in this state and all partners of a professional partnership that
13 provides dental services in this state must be licensed pursuant to
14 article 133 of the education law to practice dentistry in this state;
15 [and further] except that all partners of a professional partnership
16 that provides professional engineering, land surveying, architectural
17 and/or landscape architectural services in this state must be licensed
18 pursuant to article 145, article 147 and/or article 148 of the education
19 law to practice one or more of such professions in this state; AND
20 FURTHER EXCEPT THAT ALL PARTNERS OF A PROFESSIONAL PARTNERSHIP THAT
21 PROVIDES PUBLIC ACCOUNTANCY SERVICES, WHOSE PRINCIPAL PLACE OF BUSINESS
22 IS IN THIS STATE AND WHO PROVIDE PUBLIC ACCOUNTANCY SERVICES, MUST BE
23 LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC
24 ACCOUNTANCY IN THIS STATE. NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW
25 A PROFESSIONAL PARTNERSHIP FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF
26 PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTI-
27 CLE 149 OF THE EDUCATION LAW, SHALL BE REQUIRED TO SHOW (1) THAT A
28 SIMPLE MAJORITY OF THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL
29 INTERESTS, INCLUDING OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS
30 HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE
31 PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT ALL SHAREHOLDERS OF A
32 PROFESSIONAL PARTNERSHIP WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS
33 STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS
34 STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION 7404 OF THE EDUCATION
35 LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF THE EDUCA-
36 TION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND
37 ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR
38 PUBLIC ACCOUNTANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED
39 UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME
40 INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC
41 ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE
42 OWNER OF A FIRM THAT IS INCORPORATED UNDER THIS SECTION SHALL BE (1) A
43 NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR
44 ITS AFFILIATED ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED
45 TO, A PARTNERSHIP OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL
46 OWNER OF AN EQUITY INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO
47 ACTIVELY PARTICIPATES IN THE BUSINESS CONDUCTED BY THE FIRM OR ITS
48 AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTIC-
49 IPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY
50 TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
51 S 11. The fourteenth undesignated paragraph of section 2 of the part-
52 nership law, as amended by chapter 475 of the laws of 2014, is amended
53 to read as follows:
54 "Professional partnership" means (1) a partnership without limited
55 partners each of whose partners is a professional authorized by law to
56 render a professional service within this state, (2) a partnership with-
S. 4672 7
1 out limited partners each of whose partners is a professional, at least
2 one of whom is authorized by law to render a professional service within
3 this state or (3) a partnership without limited partners authorized by,
4 or holding a license, certificate, registration or permit issued by the
5 licensing authority pursuant to the education law to render a profes-
6 sional service within this state; except that all partners of a profes-
7 sional partnership that provides medical services in this state must be
8 licensed pursuant to article 131 of the education law to practice medi-
9 cine in this state and all partners of a professional partnership that
10 provides dental services in this state must be licensed pursuant to
11 article 133 of the education law to practice dentistry in this state;
12 [and further] except that all partners of a professional partnership
13 that provides professional engineering, land surveying, geologic, archi-
14 tectural and/or landscape architectural services in this state must be
15 licensed pursuant to article 145, article 147 and/or article 148 of the
16 education law to practice one or more of such professions in this state;
17 AND FURTHER EXCEPT THAT ALL PARTNERS OF A PROFESSIONAL PARTNERSHIP THAT
18 PROVIDES PUBLIC ACCOUNTANCY SERVICES, WHOSE PRINCIPAL PLACE OF BUSINESS
19 IS IN THIS STATE AND WHO PROVIDE PUBLIC ACCOUNTANCY SERVICES, MUST BE
20 LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC
21 ACCOUNTANCY IN THIS STATE. NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW
22 A PROFESSIONAL PARTNERSHIP FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF
23 PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTI-
24 CLE 149 OF THE EDUCATION LAW, SHALL BE REQUIRED TO SHOW (1) THAT A
25 SIMPLE MAJORITY OF THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL
26 INTERESTS, INCLUDING OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS
27 HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE
28 PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT ALL SHAREHOLDERS OF A
29 PROFESSIONAL PARTNERSHIP WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS
30 STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS
31 STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION 7404 OF THE EDUCATION
32 LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF THE EDUCA-
33 TION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND
34 ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR
35 PUBLIC ACCOUNTANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED
36 UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME
37 INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC
38 ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE
39 OWNER OF A FIRM THAT IS INCORPORATED UNDER THIS SECTION SHALL BE (1) A
40 NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR
41 ITS AFFILIATED ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED
42 TO, A PARTNERSHIP OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL
43 OWNER OF AN EQUITY INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO
44 ACTIVELY PARTICIPATES IN THE BUSINESS CONDUCTED BY THE FIRM OR ITS
45 AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTIC-
46 IPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY
47 TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
48 S 12. Subdivision (q) of section 121-1500 of the partnership law, as
49 amended by chapter 554 of the laws of 2013, is amended to read as
50 follows:
51 (q) Each partner of a registered limited liability partnership formed
52 to provide medical services in this state must be licensed pursuant to
53 article 131 of the education law to practice medicine in this state and
54 each partner of a registered limited liability partnership formed to
55 provide dental services in this state must be licensed pursuant to arti-
56 cle 133 of the education law to practice dentistry in this state. Each
S. 4672 8
1 partner of a registered limited liability partnership formed to provide
2 veterinary services in this state must be licensed pursuant to article
3 135 of the education law to practice veterinary medicine in this state.
4 EACH PARTNER OF A REGISTERED LIMITED LIABILITY PARTNERSHIP FORMED TO
5 PROVIDE PUBLIC ACCOUNTANCY SERVICES, WHOSE PRINCIPAL PLACE OF BUSINESS
6 IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES, MUST BE
7 LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC
8 ACCOUNTANCY IN THIS STATE. Each partner of a registered limited liabil-
9 ity partnership formed to provide professional engineering, land survey-
10 ing, architectural and/or landscape architectural services in this state
11 must be licensed pursuant to article 145, article 147 and/or article 148
12 of the education law to practice one or more of such professions in this
13 state. Each partner of a registered limited liability partnership formed
14 to provide licensed clinical social work services in this state must be
15 licensed pursuant to article 154 of the education law to practice clin-
16 ical social work in this state. Each partner of a registered limited
17 liability partnership formed to provide creative arts therapy services
18 in this state must be licensed pursuant to article 163 of the education
19 law to practice creative arts therapy in this state. Each partner of a
20 registered limited liability partnership formed to provide marriage and
21 family therapy services in this state must be licensed pursuant to arti-
22 cle 163 of the education law to practice marriage and family therapy in
23 this state. Each partner of a registered limited liability partnership
24 formed to provide mental health counseling services in this state must
25 be licensed pursuant to article 163 of the education law to practice
26 mental health counseling in this state. Each partner of a registered
27 limited liability partnership formed to provide psychoanalysis services
28 in this state must be licensed pursuant to article 163 of the education
29 law to practice psychoanalysis in this state. Each partner of a regis-
30 tered limited liability partnership formed to provide applied behavior
31 analysis service in this state must be licensed or certified pursuant to
32 article 167 of the education law to practice applied behavior analysis
33 in this state. NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW A LIMITED
34 LIABILITY PARTNERSHIP FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF
35 PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTI-
36 CLE 149 OF THE EDUCATION LAW, SHALL BE REQUIRED TO SHOW (1) THAT A
37 SIMPLE MAJORITY OF THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL
38 INTERESTS, INCLUDING OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS
39 HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE
40 PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT ALL PARTNERS OF A LIMITED
41 LIABILITY PARTNERSHIP WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS
42 STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS
43 STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION 7404 OF THE EDUCATION
44 LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF THE EDUCA-
45 TION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND
46 ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR
47 PUBLIC ACCOUNTANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED
48 UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME
49 INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC
50 ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE
51 OWNER OF A FIRM THAT IS INCORPORATED UNDER THIS SECTION SHALL BE (1) A
52 NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR
53 ITS AFFILIATED ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED
54 TO, A PARTNERSHIP OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL
55 OWNER OF AN EQUITY INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO
56 ACTIVELY PARTICIPATES IN THE BUSINESS CONDUCTED BY THE FIRM OR ITS
S. 4672 9
1 AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTIC-
2 IPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY
3 TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
4 S 13. Subdivision (q) of section 121-1500 of the partnership law, as
5 amended by chapter 475 of the laws of 2014, is amended to read as
6 follows:
7 (q) Each partner of a registered limited liability partnership formed
8 to provide medical services in this state must be licensed pursuant to
9 article 131 of the education law to practice medicine in this state and
10 each partner of a registered limited liability partnership formed to
11 provide dental services in this state must be licensed pursuant to arti-
12 cle 133 of the education law to practice dentistry in this state. Each
13 partner of a registered limited liability partnership formed to provide
14 veterinary services in this state must be licensed pursuant to article
15 135 of the education law to practice veterinary medicine in this state.
16 EACH PARTNER OF A REGISTERED LIMITED LIABILITY PARTNERSHIP FORMED TO
17 PROVIDE PUBLIC ACCOUNTANCY SERVICES, WHOSE PRINCIPAL PLACE OF BUSINESS
18 IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES, MUST BE
19 LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC
20 ACCOUNTANCY IN THIS STATE. Each partner of a registered limited liabil-
21 ity partnership formed to provide professional engineering, land survey-
22 ing, geological services, architectural and/or landscape architectural
23 services in this state must be licensed pursuant to article 145, article
24 147 and/or article 148 of the education law to practice one or more of
25 such professions in this state. Each partner of a registered limited
26 liability partnership formed to provide licensed clinical social work
27 services in this state must be licensed pursuant to article 154 of the
28 education law to practice clinical social work in this state. Each part-
29 ner of a registered limited liability partnership formed to provide
30 creative arts therapy services in this state must be licensed pursuant
31 to article 163 of the education law to practice creative arts therapy in
32 this state. Each partner of a registered limited liability partnership
33 formed to provide marriage and family therapy services in this state
34 must be licensed pursuant to article 163 of the education law to prac-
35 tice marriage and family therapy in this state. Each partner of a regis-
36 tered limited liability partnership formed to provide mental health
37 counseling services in this state must be licensed pursuant to article
38 163 of the education law to practice mental health counseling in this
39 state. Each partner of a registered limited liability partnership formed
40 to provide psychoanalysis services in this state must be licensed pursu-
41 ant to article 163 of the education law to practice psychoanalysis in
42 this state. Each partner of a registered limited liability partnership
43 formed to provide applied behavior analysis service in this state must
44 be licensed or certified pursuant to article 167 of the education law to
45 practice applied behavior analysis in this state. NOTWITHSTANDING ANY
46 OTHER PROVISIONS OF LAW A LIMITED LIABILITY PARTNERSHIP FORMED TO
47 LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY, AS SUCH PRACTICE
48 IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE EDUCATION LAW, SHALL BE
49 REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF THE OWNERSHIP OF THE
50 FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING OWNERSHIP-BASED COMPEN-
51 SATION, AND VOTING RIGHTS HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVID-
52 UALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT
53 ALL PARTNERS OF A LIMITED LIABILITY PARTNERSHIP WHOSE PRINCIPAL PLACE OF
54 BUSINESS IS IN THIS STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC
55 ACCOUNTANCY IN THIS STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION
56 7404 OF THE EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER
S. 4672 10
1 SECTION 7405 OF THE EDUCATION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICEN-
2 SEE OWNERS, THE FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED
3 BY THE STATE BOARD FOR PUBLIC ACCOUNTANCY. NOTWITHSTANDING THE FOREGO-
4 ING, A FIRM REGISTERED UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE
5 OWNERS IF THE FIRM'S NAME INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNT-
6 ANT," OR "CERTIFIED PUBLIC ACCOUNTS," OR THE ABBREVIATIONS "CPA" OR
7 "CPAS." EACH NON-LICENSEE OWNER OF A FIRM THAT IS INCORPORATED UNDER
8 THIS SECTION SHALL BE (1) A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
9 THE BUSINESS OF THE FIRM OR ITS AFFILIATED ENTITIES, OR (2) AN ENTITY,
10 INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP OR PROFESSIONAL CORPO-
11 RATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY INTEREST IN SUCH
12 ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS
13 CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF THIS
14 SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS
15 OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR
16 MANAGEMENT OF THE FIRM.
17 S 14. Subdivision (q) of section 121-1502 of the partnership law, as
18 amended by chapter 554 of the laws of 2013, is amended to read as
19 follows:
20 (q) Each partner of a foreign limited liability partnership which
21 provides medical services in this state must be licensed pursuant to
22 article 131 of the education law to practice medicine in the state and
23 each partner of a foreign limited liability partnership which provides
24 dental services in the state must be licensed pursuant to article 133 of
25 the education law to practice dentistry in this state. Each partner of a
26 foreign limited liability partnership which provides veterinary service
27 in the state shall be licensed pursuant to article 135 of the education
28 law to practice veterinary medicine in this state. Each partner of a
29 foreign limited liability partnership which provides professional engi-
30 neering, land surveying, architectural and/or landscape architectural
31 services in this state must be licensed pursuant to article 145, article
32 147 and/or article 148 of the education law to practice one or more of
33 such professions. EACH PARTNER OF A FOREIGN REGISTERED LIMITED LIABILITY
34 PARTNERSHIP FORMED TO PROVIDE PUBLIC ACCOUNTANCY SERVICES, WHOSE PRINCI-
35 PAL PLACE OF BUSINESS IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUN-
36 TANCY SERVICES, MUST BE LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCA-
37 TION LAW TO PRACTICE PUBLIC ACCOUNTANCY IN THIS STATE. Each partner of a
38 foreign limited liability partnership which provides licensed clinical
39 social work services in this state must be licensed pursuant to article
40 154 of the education law to practice licensed clinical social work in
41 this state. Each partner of a foreign limited liability partnership
42 which provides creative arts therapy services in this state must be
43 licensed pursuant to article 163 of the education law to practice crea-
44 tive arts therapy in this state. Each partner of a foreign limited
45 liability partnership which provides marriage and family therapy
46 services in this state must be licensed pursuant to article 163 of the
47 education law to practice marriage and family therapy in this state.
48 Each partner of a foreign limited liability partnership which provides
49 mental health counseling services in this state must be licensed pursu-
50 ant to article 163 of the education law to practice mental health coun-
51 seling in this state. Each partner of a foreign limited liability part-
52 nership which provides psychoanalysis services in this state must be
53 licensed pursuant to article 163 of the education law to practice
54 psychoanalysis in this state. Each partner of a foreign limited liabil-
55 ity partnership which provides applied behavior analysis services in
56 this state must be licensed or certified pursuant to article 167 of the
S. 4672 11
1 education law to practice applied behavior analysis in this state.
2 NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW A FOREIGN LIMITED LIABILITY
3 PARTNERSHIP FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUN-
4 TANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE
5 EDUCATION LAW, SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF
6 THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING
7 OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE FIRM'S
8 OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY
9 IN SOME STATE, AND (2) THAT ALL PARTNERS OF A FOREIGN LIMITED LIABILITY
10 PARTNERSHIP WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS STATE, AND WHO
11 ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS STATE, HOLD A
12 VALID LICENSE ISSUED UNDER SECTION 7404 OF THE EDUCATION LAW OR ARE
13 PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF THE EDUCATION LAW.
14 ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS
15 MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR PUBLIC ACCOUN-
16 TANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS
17 SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE
18 WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS,"
19 OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM
20 THAT IS INCORPORATED UNDER THIS SECTION SHALL BE (1) A NATURAL PERSON
21 WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED
22 ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP
23 OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY
24 INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
25 THE BUSINESS CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR
26 PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE
27 SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE
28 DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
29 S 15. Subdivision (q) of section 121-1502 of the partnership law, as
30 amended by chapter 475 of the laws of 2014, is amended to read as
31 follows:
32 (q) Each partner of a foreign limited liability partnership which
33 provides medical services in this state must be licensed pursuant to
34 article 131 of the education law to practice medicine in the state and
35 each partner of a foreign limited liability partnership which provides
36 dental services in the state must be licensed pursuant to article 133 of
37 the education law to practice dentistry in this state. Each partner of a
38 foreign limited liability partnership which provides veterinary service
39 in the state shall be licensed pursuant to article 135 of the education
40 law to practice veterinary medicine in this state. Each partner of a
41 foreign limited liability partnership which provides professional engi-
42 neering, land surveying, geological services, architectural and/or land-
43 scape architectural services in this state must be licensed pursuant to
44 article 145, article 147 and/or article 148 of the education law to
45 practice one or more of such professions. EACH PARTNER OF A FOREIGN
46 REGISTERED LIMITED LIABILITY PARTNERSHIP FORMED TO PROVIDE PUBLIC
47 ACCOUNTANCY SERVICES, WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS STATE
48 AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES, MUST BE LICENSED PURSUANT
49 TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC ACCOUNTANCY IN
50 THIS STATE. Each partner of a foreign limited liability partnership
51 which provides licensed clinical social work services in this state must
52 be licensed pursuant to article 154 of the education law to practice
53 licensed clinical social work in this state. Each partner of a foreign
54 limited liability partnership which provides creative arts therapy
55 services in this state must be licensed pursuant to article 163 of the
56 education law to practice creative arts therapy in this state. Each
S. 4672 12
1 partner of a foreign limited liability partnership which provides
2 marriage and family therapy services in this state must be licensed
3 pursuant to article 163 of the education law to practice marriage and
4 family therapy in this state. Each partner of a foreign limited liabil-
5 ity partnership which provides mental health counseling services in this
6 state must be licensed pursuant to article 163 of the education law to
7 practice mental health counseling in this state. Each partner of a
8 foreign limited liability partnership which provides psychoanalysis
9 services in this state must be licensed pursuant to article 163 of the
10 education law to practice psychoanalysis in this state. Each partner of
11 a foreign limited liability partnership which provides applied behavior
12 analysis services in this state must be licensed or certified pursuant
13 to article 167 of the education law to practice applied behavior analy-
14 sis in this state. NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW A
15 FOREIGN LIMITED LIABILITY PARTNERSHIP FORMED TO LAWFULLY ENGAGE IN THE
16 PRACTICE OF PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED
17 UNDER ARTICLE 149 OF THE EDUCATION LAW, SHALL BE REQUIRED TO SHOW (1)
18 THAT A SIMPLE MAJORITY OF THE OWNERSHIP OF THE FIRM, IN TERMS OF FINAN-
19 CIAL INTERESTS, INCLUDING OWNERSHIP-BASED COMPENSATION, AND VOTING
20 RIGHTS HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVIDUALS LICENSED TO
21 PRACTICE PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT ALL PARTNERS OF
22 A FOREIGN LIMITED LIABILITY PARTNERSHIP WHOSE PRINCIPAL PLACE OF BUSI-
23 NESS IS IN THIS STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC
24 ACCOUNTANCY IN THIS STATE, HOLD A VALID LICENCE ISSUED UNDER SECTION
25 7404 OF THE EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER
26 SECTION 7405 OF THE EDUCATION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICEN-
27 SEE OWNERS, THE FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED
28 BY THE STATE BOARD FOR PUBLIC ACCOUNTANCY. NOTWITHSTANDING THE FOREGO-
29 ING, A FIRM REGISTERED UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE
30 OWNERS IF THE FIRM'S NAME INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNT-
31 ANT," OR "CERTIFIED PUBLIC ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR
32 "CPAS." EACH NON-LICENSEE OWNER OF A FIRM THAT IS INCORPORATED UNDER
33 THIS SECTION SHALL BE (1) A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
34 THE BUSINESS OF THE FIRM OR ITS AFFILIATED ENTITIES, OR (2) AN ENTITY,
35 INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP OR PROFESSIONAL CORPO-
36 RATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY INTEREST IN SUCH
37 ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS
38 CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF THIS
39 SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS
40 OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR
41 MANAGEMENT OF THE FIRM.
42 S 16. 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 13
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 FOR PUBLIC ACCOUN-
7 TANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS
8 SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE
9 WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS,"
10 OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM
11 THAT IS REGISTERED UNDER THIS SECTION SHALL BE (1) A NATURAL PERSON WHO
12 ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED
13 ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP
14 OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY
15 INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
16 THE BUSINESS CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR
17 PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE
18 SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE
19 DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
20 S 17. 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 14
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 ARTICLE 149 OF THE EDUCATION LAW OR ARE PUBLIC ACCOUNT-
34 ANTS LICENSED UNDER SECTION 7405 OF ARTICLE 149 OF THE EDUCATION LAW.
35 ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS
36 MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR PUBLIC ACCOUN-
37 TANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS
38 SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE
39 WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS,"
40 OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM
41 THAT IS REGISTERED UNDER THIS SECTION SHALL BE (1) A NATURAL PERSON WHO
42 ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED
43 ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP
44 OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY
45 INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
46 THE BUSINESS CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR
47 PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE
48 SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE
49 DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
50 S 18. 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 15
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 16
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 ARTICLE 149 OF THE EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS
9 LICENSED UNDER SECTION 7405 OF ARTICLE 149 OF THE EDUCATION LAW.
10 ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS
11 MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR PUBLIC ACCOUN-
12 TANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS
13 SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE
14 WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS,"
15 OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM
16 THAT IS REGISTERED UNDER THIS SECTION SHALL BE (1) A NATURAL PERSON WHO
17 ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED
18 ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP
19 OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY
20 INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
21 THE BUSINESS CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR
22 PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE
23 SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE
24 DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
25 S 19. Subdivisions (a) and (f) of section 1301 of the limited liabil-
26 ity company law, subdivision (a) as amended by chapter 554 of the laws
27 of 2013 and subdivision (f) as amended by chapter 170 of the laws of
28 1996, are amended to read as follows:
29 (a) "Foreign professional service limited liability company" means a
30 professional service limited liability company, whether or not denomi-
31 nated as such, organized under the laws of a jurisdiction other than
32 this state, (i) each of whose members and managers, if any, is a profes-
33 sional authorized by law to render a professional service within this
34 state and who is or has been engaged in the practice of such profession
35 in such professional service limited liability company or a predecessor
36 entity, or will engage in the practice of such profession in the profes-
37 sional service limited liability company within thirty days of the date
38 such professional becomes a member, or each of whose members and manag-
39 ers, if any, is a professional at least one of such members is author-
40 ized by law to render a professional service within this state and who
41 is or has been engaged in the practice of such profession in such
42 professional service limited liability company or a predecessor entity,
43 or will engage in the practice of such profession in the professional
44 service limited liability company within thirty days of the date such
45 professional becomes a member, or (ii) authorized by, or holding a
46 license, certificate, registration or permit issued by the licensing
47 authority pursuant to, the education law to render a professional
48 service within this state; except that all members and managers, if any,
49 of a foreign professional service limited liability company that
50 provides health services in this state shall be licensed in this state.
51 With respect to a foreign professional service limited liability company
52 which provides veterinary services as such services are defined in arti-
53 cle 135 of the education law, each member of such foreign professional
54 service limited liability company shall be licensed pursuant to article
55 135 of the education law to practice veterinary medicine. With respect
56 to a foreign professional service limited liability company which
S. 4672 17
1 provides medical services as such services are defined in article 131 of
2 the education law, each member of such foreign professional service
3 limited liability company must be licensed pursuant to article 131 of
4 the education law to practice medicine in this state. With respect to a
5 foreign professional service limited liability company which provides
6 dental services as such services are defined in article 133 of the
7 education law, each member of such foreign professional service limited
8 liability company must be licensed pursuant to article 133 of the educa-
9 tion law to practice dentistry in this state. With respect to a foreign
10 professional service limited liability company which provides profes-
11 sional engineering, land surveying, architectural and/or landscape
12 architectural services as such services are defined in article 145,
13 article 147 and article 148 of the education law, each member of such
14 foreign professional service limited liability company must be licensed
15 pursuant to article 145, article 147 and/or article 148 of the education
16 law to practice one or more of such professions in this state. WITH
17 RESPECT TO A FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY
18 WHICH PROVIDES PUBLIC ACCOUNTANCY SERVICES AS SUCH SERVICES ARE DEFINED
19 IN ARTICLE 149 OF THE EDUCATION LAW, EACH MEMBER OF SUCH FOREIGN PROFES-
20 SIONAL SERVICE LIMITED LIABILITY COMPANY WHOSE PRINCIPAL PLACE OF BUSI-
21 NESS IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES,
22 SHALL BE LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRAC-
23 TICE PUBLIC ACCOUNTANCY IN THIS STATE. With respect to a foreign profes-
24 sional service limited liability company which provides licensed clin-
25 ical social work services as such services are defined in article 154 of
26 the education law, each member of such foreign professional service
27 limited liability company shall be licensed pursuant to article 154 of
28 the education law to practice clinical social work in this state. With
29 respect to a foreign professional service limited liability company
30 which provides creative arts therapy services as such services are
31 defined in article 163 of the education law, each member of such foreign
32 professional service limited liability company must be licensed pursuant
33 to article 163 of the education law to practice creative arts therapy in
34 this state. With respect to a foreign professional service limited
35 liability company which provides marriage and family therapy services as
36 such services are defined in article 163 of the education law, each
37 member of such foreign professional service limited liability company
38 must be licensed pursuant to article 163 of the education law to prac-
39 tice marriage and family therapy in this state. With respect to a
40 foreign professional service limited liability company which provides
41 mental health counseling services as such services are defined in arti-
42 cle 163 of the education law, each member of such foreign professional
43 service limited liability company must be licensed pursuant to article
44 163 of the education law to practice mental health counseling in this
45 state. With respect to a foreign professional service limited liability
46 company which provides psychoanalysis services as such services are
47 defined in article 163 of the education law, each member of such foreign
48 professional service limited liability company must be licensed pursuant
49 to article 163 of the education law to practice psychoanalysis in this
50 state. With respect to a foreign professional service limited liability
51 company which provides applied behavior analysis services as such
52 services are defined in article 167 of the education law, each member of
53 such foreign professional service limited liability company must be
54 licensed or certified pursuant to article 167 of the education law to
55 practice applied behavior analysis in this state. NOTWITHSTANDING ANY
56 OTHER PROVISIONS OF LAW A FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY
S. 4672 18
1 COMPANY FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY,
2 AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE EDUCA-
3 TION LAW SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF THE
4 OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING OWNER-
5 SHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE FIRM'S OWNERS,
6 BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY IN SOME
7 STATE, AND (2) THAT ALL MEMBERS OF A FOREIGN LIMITED PROFESSIONAL
8 SERVICE LIMITED LIABILITY COMPANY, WHOSE PRINCIPAL PLACE OF BUSINESS IS
9 IN THIS STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY
10 IN THIS STATE, HOLD A VALID LICENSE ISSUED UNDER SECTION 7404 OF THE
11 EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF
12 THE EDUCATION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE
13 FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE
14 BOARD FOR PUBLIC ACCOUNTANCY. NOTWITHSTANDING THE FOREGOING, A FIRM
15 REGISTERED UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE
16 FIRM'S NAME INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTI-
17 FIED PUBLIC ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH
18 NON-LICENSEE OWNER OF A FIRM THAT IS REGISTERED UNDER THIS SECTION SHALL
19 BE (1) A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF THE
20 FIRM OR ITS AFFILIATED ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT
21 LIMITED TO, A PARTNERSHIP OR PROFESSIONAL CORPORATION, PROVIDED EACH
22 BENEFICIAL OWNER OF AN EQUITY INTEREST IN SUCH ENTITY IS A NATURAL
23 PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS CONDUCTED BY THE FIRM
24 OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION, "ACTIVELY
25 PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHERWISE INDI-
26 VIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
27 (f) "Professional partnership" means (1) a partnership without limited
28 partners each of whose partners is a professional authorized by law to
29 render a professional service within this state, (2) a partnership with-
30 out limited partners each of whose partners is a professional, at least
31 one of whom is authorized by law to render a professional service within
32 this state or (3) a partnership without limited partners authorized by,
33 or holding a license, certificate, registration or permit issued by the
34 licensing authority pursuant to the education law to render a profes-
35 sional service within this state; except that all partners of a profes-
36 sional partnership that provides medical services in this state must be
37 licensed pursuant to article 131 of the education law to practice medi-
38 cine in this state and all partners of a professional partnership that
39 provides dental services in this state must be licensed pursuant to
40 article 133 of the education law to practice dentistry in this state;
41 except that all partners of a professional partnership that provides
42 veterinary services in this state must be licensed pursuant to article
43 135 of the education law to practice veterinary medicine in this state;
44 and further except that all partners of a professional partnership that
45 provides professional engineering, land surveying, architectural, and/or
46 landscape architectural services in this state must be licensed pursuant
47 to article 145, article 147 and/or article 148 of the education law to
48 practice one or more of such professions. WITH RESPECT TO A PROFES-
49 SIONAL PARTNERSHIP WHICH PROVIDES PUBLIC ACCOUNTANCY SERVICES AS SUCH
50 SERVICES ARE DEFINED IN ARTICLE 149 OF THE EDUCATION LAW, EACH MEMBER OF
51 SUCH PROFESSIONAL PARTNERSHIP WHOSE PRINCIPAL PLACE OF BUSINESS IS IN
52 THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES, SHALL BE
53 LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC
54 ACCOUNTANCY. NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW A PROFESSIONAL
55 PARTNERSHIP FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUN-
56 TANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE
S. 4672 19
1 EDUCATION LAW SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF
2 THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING
3 OWNERSHIP-BASED COMPENSATION, AND VOTING RIGHTS HELD BY THE FIRM'S
4 OWNERS, BELONGS TO INDIVIDUALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY
5 IN SOME STATE, AND (2) THAT ALL MEMBERS OF A LIMITED PROFESSIONAL PART-
6 NERSHIP, WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS STATE, AND WHO ARE
7 ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS STATE, HOLD A
8 VALID LICENSE ISSUED UNDER SECTION 7404 OF THE EDUCATION LAW OR ARE
9 PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF THE EDUCATION LAW.
10 ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS
11 MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR PUBLIC ACCOUN-
12 TANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS
13 SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE
14 WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS,"
15 OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM
16 THAT IS REGISTERED UNDER THIS SECTION SHALL BE (1) A NATURAL PERSON WHO
17 ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED
18 ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP
19 OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY
20 INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
21 THE BUSINESS CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR
22 PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE
23 SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE
24 DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
25 S 20. Subdivisions (a) and (f) of section 1301 of the limited liabil-
26 ity company law, as amended by chapter 475 of the laws of 2014, are
27 amended to read 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 20
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 21
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 FOR PUBLIC ACCOUNTANCY. NOTWITHSTANDING THE FOREGOING, A FIRM
14 REGISTERED UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE
15 FIRM'S NAME INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTI-
16 FIED PUBLIC ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH
17 NON-LICENSEE OWNER OF A FIRM THAT IS REGISTERED UNDER THIS SECTION SHALL
18 BE (1) A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF THE
19 FIRM OR ITS AFFILIATED ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT
20 LIMITED TO, A PARTNERSHIP OR PROFESSIONAL CORPORATION, PROVIDED EACH
21 BENEFICIAL OWNER OF AN EQUITY INTEREST IN SUCH ENTITY IS A NATURAL
22 PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS CONDUCTED BY THE FIRM
23 OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION, "ACTIVELY
24 PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHERWISE INDI-
25 VIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
26 (f) "Professional partnership" means (1) a partnership without limited
27 partners each of whose partners is a professional authorized by law to
28 render a professional service within this state, (2) a partnership with-
29 out limited partners each of whose partners is a professional, at least
30 one of whom is authorized by law to render a professional service within
31 this state or (3) a partnership without limited partners authorized by,
32 or holding a license, certificate, registration or permit issued by the
33 licensing authority pursuant to the education law to render a profes-
34 sional service within this state; except that all partners of a profes-
35 sional partnership that provides medical services in this state must be
36 licensed pursuant to article 131 of the education law to practice medi-
37 cine in this state and all partners of a professional partnership that
38 provides dental services in this state must be licensed pursuant to
39 article 133 of the education law to practice dentistry in this state;
40 except that all partners of a professional partnership that provides
41 veterinary services in this state must be licensed pursuant to article
42 135 of the education law to practice veterinary medicine in this state;
43 and further except that all partners of a professional partnership that
44 provides professional engineering, land surveying, geologic, architec-
45 tural, and/or landscape architectural services in this state must be
46 licensed pursuant to article 145, article 147 and/or article 148 of the
47 education law to practice one or more of such professions. WITH RESPECT
48 TO A PROFESSIONAL PARTNERSHIP WHICH PROVIDES PUBLIC ACCOUNTANCY SERVICES
49 AS SUCH SERVICES ARE DEFINED IN ARTICLE 149 OF THE EDUCATION LAW, EACH
50 MEMBER OF SUCH PROFESSIONAL PARTNERSHIP WHOSE PRINCIPAL PLACE OF BUSI-
51 NESS IS IN THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES,
52 SHALL BE LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRAC-
53 TICE PUBLIC ACCOUNTANCY. NOTWITHSTANDING ANY OTHER PROVISIONS OF LAW A
54 PROFESSIONAL PARTNERSHIP 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 22
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 PARTNERSHIP, WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THIS STATE,
6 AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC ACCOUNTANCY IN THIS STATE,
7 HOLD A VALID LICENSE ISSUED UNDER SECTION 7404 OF THE EDUCATION LAW OR
8 ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF THE EDUCATION LAW.
9 ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS OWNERS
10 MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD FOR PUBLIC ACCOUN-
11 TANCY. NOTWITHSTANDING THE FOREGOING, A FIRM REGISTERED UNDER THIS
12 SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE
13 WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS,"
14 OR THE ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM
15 THAT IS REGISTERED UNDER THIS SECTION SHALL BE (1) A NATURAL PERSON WHO
16 ACTIVELY PARTICIPATES IN THE BUSINESS OF THE FIRM OR ITS AFFILIATED
17 ENTITIES, OR (2) AN ENTITY, INCLUDING, BUT NOT LIMITED TO, A PARTNERSHIP
18 OR PROFESSIONAL CORPORATION, PROVIDED EACH BENEFICIAL OWNER OF AN EQUITY
19 INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN
20 THE BUSINESS CONDUCTED BY THE FIRM OR ITS AFFILIATED ENTITIES. FOR
21 PURPOSES OF THIS SUBDIVISION, "ACTIVELY PARTICIPATE" MEANS TO PROVIDE
22 SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY TAKE PART IN THE
23 DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
24 S 21. This act shall take effect immediately; provided that sections
25 eleven, thirteen, fifteen, eighteen, and twenty of this act shall take
26 effect on the same date as sections 25, 26, 27, 22 and 23, respectively,
27 of chapter 475 of the laws of 2014 take effect.
