Bill Text: NY S02473 | 2023-2024 | General Assembly | Amended
Bill Title: Relates to certified public accountants; requires that a majority of the ownership of a professional service corporation formed to lawfully engage in the practice of public accountancy as a firm are individuals licensed to practice public accountancy in some state; enacts similar provisions for partnerships and LLCs.
Spectrum: Slight Partisan Bill (Republican 2-1)
Status: (Passed) 2023-12-08 - APPROVAL MEMO.47 [S02473 Detail]
Download: New_York-2023-S02473-Amended.html
STATE OF NEW YORK ________________________________________________________________________ 2473--A 2023-2024 Regular Sessions IN SENATE January 20, 2023 ___________ Introduced by Sen. STAVISKY -- read twice and ordered printed, and when printed to be committed to the Committee on Higher Education -- committee discharged, bill amended, ordered reprinted as amended and recommitted to said committee AN ACT to amend the business corporation law, the partnership law and the limited liability company law, in relation to certified public accountants The People of the State of New York, represented in Senate and Assem- bly, do enact as follows: 1 Section 1. Section 1503 of the business corporation law is amended by 2 adding a new paragraph (h) to read as follows: 3 (h) Any firm established for the business purpose of incorporating as 4 a professional service corporation formed to lawfully engage in the 5 practice of public accountancy, as such practice is defined under arti- 6 cle one hundred forty-nine of the education law shall be required to 7 show (1) that a simple majority of the ownership of the firm, in terms 8 of financial interests and voting rights held by the firm's owners, 9 belongs to individuals licensed to practice public accountancy in some 10 state, and (2) that all shareholders of a professional service corpo- 11 ration whose principal place of business is in this state, and who are 12 engaged in the practice of public accountancy in this state, hold a 13 valid license issued under section seventy-four hundred four of the 14 education law. For purposes of this paragraph, "financial interest" 15 means capital stock, capital accounts, capital contributions, capital 16 interest, or interest in undistributed earnings of a business entity. 17 Although firms registered with the education department may include 18 non-licensee owners, a registered firm and its owners must comply with 19 rules promulgated by the state board of regents. Notwithstanding the 20 foregoing, a firm incorporated under this section may not have non-li- 21 censee owners if the firm's name includes the words "certified public 22 accountant," or "certified public accountants," or the abbreviations EXPLANATION--Matter in italics (underscored) is new; matter in brackets [] is old law to be omitted. LBD00057-03-3S. 2473--A 2 1 "CPA" or "CPAs". Each non-licensee owner of a firm that is incorporated 2 under this section shall be a natural person who actively participates 3 in the business of the firm or its affiliated entities. For purposes of 4 this subdivision, "actively participate" means to provide services to 5 clients or to otherwise individually take part in the day-to-day busi- 6 ness or management of the firm or an affiliated entity. Such a firm 7 shall have attached to its certificate of incorporation a certificate or 8 certificates demonstrating the firm's compliance with this paragraph, in 9 lieu of the certificate or certificates required by subparagraph (ii) of 10 paragraph (b) of this section. 11 § 2. Section 1507 of the business corporation law is amended by adding 12 a new paragraph (c) to read as follows: 13 (c) Any firm established for the business purpose of incorporating as 14 a professional service corporation pursuant to paragraph (h) of section 15 fifteen hundred three of this article may issue shares to individuals 16 who are authorized by law to practice in this state the profession which 17 such corporation is authorized to practice or who will engage in the 18 practice of such profession in such corporation within thirty days of 19 the date such shares are issued and may also issue shares to employees 20 of the corporation not licensed as certified public accountants, 21 provided that: 22 (i) at least a simple majority of the outstanding shares of stock of 23 the corporation are owned by certified public accountants, 24 (ii) at least a simple majority of the directors are certified public 25 accountants, 26 (iii) at least a simple majority of the officers are certified public 27 accountants, 28 (iv) the president, the chairperson of the board of directors and the 29 chief executive officer or officers are certified public accountants. 30 No shareholder of a professional service corporation established pursu- 31 ant to paragraph (h) of section fifteen hundred three of this article 32 shall enter into a voting trust agreement, proxy or any other type of 33 agreement vesting in another person, the authority to exercise voting 34 power of any or all of his or her shares. All agreements made or proxies 35 granted in violation of this section shall be void. 36 § 3. Section 1508 of the business corporation law is amended by adding 37 a new paragraph (c) to read as follows: 38 (c) The directors and officers of any firm established for the busi- 39 ness purpose of incorporating as a professional service corporation 40 pursuant to paragraph (h) of section fifteen hundred three of this arti- 41 cle may include individuals who are not licensed to practice public 42 accountancy in any state, provided however that at least a simple major- 43 ity of the directors, at least a simple majority of the officers and the 44 president, the chairperson of the board of directors and the chief exec- 45 utive officer or officers are authorized by law to practice in any state 46 the profession which such corporation is authorized to practice, and are 47 either shareholders of such corporation or engaged in the practice of 48 their professions in such corporation. 49 § 4. Section 1509 of the business corporation law, as amended by chap- 50 ter 550 of the laws of 2011, is amended to read as follows: 51 § 1509. Disqualification of shareholders, directors, officers and 52 employees. 53 If any shareholder, director, officer or employee of a professional 54 service corporation, including a design professional service corpo- 55 ration, who has been rendering professional service to the public 56 becomes legally disqualified to practice his or her profession withinS. 2473--A 3 1 this state, he or she shall sever all employment with, and financial 2 interests (other than interests as a creditor) in, such corporation 3 forthwith or as otherwise provided in section 1510 of this article. All 4 provisions of law regulating the rendering of professional services by a 5 person elected or appointed to a public office shall be applicable to a 6 shareholder, director, officer and employee of such corporation in the 7 same manner and to the same extent as if fully set forth herein. Such 8 legal disqualification to practice his or her profession within this 9 state shall be deemed to constitute an irrevocable offer by the disqual- 10 ified shareholder to sell his or her shares to the corporation, pursuant 11 to the provisions of section 1510 of this article or of the certificate 12 of incorporation, by-laws or agreement among the corporation and all 13 shareholders, whichever is applicable. Compliance with the terms of such 14 offer shall be specifically enforceable in the courts of this state. A 15 professional service corporation's failure to enforce compliance with 16 this provision shall constitute a ground for forfeiture of its certif- 17 icate of incorporation and its dissolution. 18 § 5. Paragraph (a) of section 1511 of the business corporation law, as 19 amended by chapter 550 of the laws of 2011, is amended and a new para- 20 graph (c) is added to read as follows: 21 (a) No shareholder of a professional service corporation [or], includ- 22 ing a design professional service corporation, may sell or transfer his 23 or her shares in such corporation except to another individual who is 24 eligible to have shares issued to him or her by such corporation or 25 except in trust to another individual who would be eligible to receive 26 shares if he or she were employed by the corporation. Nothing herein 27 contained shall be construed to prohibit the transfer of shares by oper- 28 ation of law or by court decree. No transferee of shares by operation 29 of law or court decree may vote the shares for any purpose whatsoever 30 except with respect to corporate action under sections 909 and 1001 of 31 this chapter. The restriction in the preceding sentence shall not apply, 32 however, where such transferee would be eligible to have shares issued 33 to him or her if he or she were an employee of the corporation and, if 34 there are other shareholders, a majority of such other shareholders 35 shall fail to redeem the shares so transferred, pursuant to section 1510 36 of this article, within sixty days of receiving written notice of such 37 transfer. Any sale or transfer, except by operation of law or court 38 decree or except for a corporation having only one shareholder, may be 39 made only after the same shall have been approved by the board of direc- 40 tors, or at a shareholders' meeting specially called for such purpose by 41 such proportion, not less than a majority, of the outstanding shares as 42 may be provided in the certificate of incorporation or in the by-laws of 43 such professional service corporation. At such shareholders' meeting the 44 shares held by the shareholder proposing to sell or transfer his or her 45 shares may not be voted or counted for any purpose, unless all share- 46 holders consent that such shares be voted or counted. The certificate of 47 incorporation or the by-laws of the professional service corporation, or 48 the professional service corporation and the shareholders by private 49 agreement, may provide, in lieu of or in addition to the foregoing 50 provisions, for the alienation of shares and may require the redemption 51 or purchase of such shares by such corporation at prices and in a manner 52 specifically set forth therein. The existence of the restrictions on the 53 sale or transfer of shares, as contained in this article and, if appli- 54 cable, in the certificate of incorporation, by-laws, stock purchase or 55 stock redemption agreement, shall be noted conspicuously on the face or 56 back of every certificate for shares issued by a professional serviceS. 2473--A 4 1 corporation. Any sale or transfer in violation of such restrictions 2 shall be void. 3 (c) A firm established for the business purpose of incorporating as a 4 professional service corporation pursuant to paragraph (h) of section 5 fifteen hundred three of this article, shall purchase or redeem the 6 shares of a non-licensed professional shareholder in the case of his or 7 her termination of employment within thirty days after such termination. 8 A firm established for the business purpose of incorporating as a 9 professional service corporation pursuant to paragraph (h) of section 10 fifteen hundred three of this article, shall not be required to purchase 11 or redeem the shares of a terminated non-licensed professional share- 12 holder if such shares, within thirty days after such termination, are 13 sold or transferred to another employee of the corporation pursuant to 14 this article. 15 § 6. Section 1514 of the business corporation law is amended by adding 16 a new paragraph (c) to read as follows: 17 (c) Each firm established for the business purpose of incorporating as 18 a professional service corporation pursuant to paragraph (h) of section 19 fifteen hundred three of this article shall, at least once every three 20 years on or before the date prescribed by the licensing authority, 21 furnish a statement to the licensing authority listing the names and 22 residence addresses of each shareholder, director and officer of such 23 corporation and certify as the date of certification and at all times 24 over the entire three year period that: 25 (i) at least a simple majority of the outstanding shares of stock of 26 the corporation are and were owned by certified public accountants, 27 (ii) at least a simple majority of the directors are and were certi- 28 fied public accountants, 29 (iii) at least a simple majority of the officers are and were certi- 30 fied public accountants, 31 (iv) the president, the chairperson of the board of directors and the 32 chief executive officer or officers are and were certified public 33 accountants. 34 The statement shall be signed by the president or any certified public 35 accountant vice-president and attested to by the secretary or any 36 assistant secretary of the corporation. 37 § 7. Paragraph (d) of section 1525 of the business corporation law, as 38 added by chapter 505 of the laws of 1983, is amended to read as follows: 39 (d) "Foreign professional service corporation" means a professional 40 service corporation, whether or not denominated as such, organized under 41 the laws of a jurisdiction other than this state, all of the sharehold- 42 ers, directors and officers of which are authorized and licensed to 43 practice the profession for which such corporation is licensed to do 44 business; except that all shareholders, directors and officers of a 45 foreign professional service corporation which provides health services 46 in this state shall be licensed in this state. A foreign professional 47 service corporation formed to lawfully engage in the practice of public 48 accountancy as a firm, as such practice is defined under article one 49 hundred forty-nine of the education law, or equivalent state law, shall 50 be required to show (1) that a simple majority of the ownership of the 51 firm, in terms of financial interests and voting rights held by the 52 firm's owners, belongs to individuals licensed to practice public 53 accountancy in some state, and (2) that all shareholders of a foreign 54 professional service corporation whose principal place of business is in 55 this state, and who are engaged in the practice of public accountancy in 56 this state, hold a valid license issued under section seventy-fourS. 2473--A 5 1 hundred four of the education law. For purposes of this paragraph, 2 "financial interest" means capital stock, capital accounts, capital 3 contributions, capital interest, or interest in undistributed earnings 4 of a business entity. Although firms registered with the education 5 department may include non-licensee owners, a registered firm and its 6 owners must comply with rules promulgated by the state board of regents. 7 Notwithstanding the foregoing, a firm registered with the education 8 department may not have non-licensee owners if the firm's name includes 9 the words "certified public accountant," or "certified public account- 10 ants," or the abbreviations "CPA" or "CPAs". Each non-licensee owner of 11 a firm that is operating under this section shall be a natural person 12 who actively participates in the business of the firm or its affiliated 13 entities, provided each beneficial owner of an equity interest in such 14 entity is a natural person who actively participates in the business 15 conducted by the firm or its affiliated entities. For purposes of this 16 paragraph, "actively participate" means to provide services to clients 17 or to otherwise individually take part in the day-to-day business or 18 management of the firm or an affiliated entity. 19 § 8. Subdivision (q) of section 121-1500 of the partnership law, as 20 amended by chapter 475 of the laws of 2014, is amended to read as 21 follows: 22 (q) Each partner of a registered limited liability partnership formed 23 to provide medical services in this state must be licensed pursuant to 24 article 131 of the education law to practice medicine in this state and 25 each partner of a registered limited liability partnership formed to 26 provide dental services in this state must be licensed pursuant to arti- 27 cle 133 of the education law to practice dentistry in this state. Each 28 partner of a registered limited liability partnership formed to provide 29 veterinary services in this state must be licensed pursuant to article 30 135 of the education law to practice veterinary medicine in this state. 31 Each partner of a registered limited liability partnership formed to 32 provide public accountancy services as a firm, whose principal place of 33 business is in this state and who provides public accountancy services, 34 must be licensed pursuant to article 149 of the education law to prac- 35 tice public accountancy in this state. Each partner of a registered 36 limited liability partnership formed to provide professional engineer- 37 ing, land surveying, geological services, architectural and/or landscape 38 architectural services in this state must be licensed pursuant to arti- 39 cle 145, article 147 and/or article 148 of the education law to practice 40 one or more of such professions in this state. Each partner of a regis- 41 tered limited liability partnership formed to provide licensed clinical 42 social work services in this state must be licensed pursuant to article 43 154 of the education law to practice clinical social work in this state. 44 Each partner of a registered limited liability partnership formed to 45 provide creative arts therapy services in this state must be licensed 46 pursuant to article 163 of the education law to practice creative arts 47 therapy in this state. Each partner of a registered limited liability 48 partnership formed to provide marriage and family therapy services in 49 this state must be licensed pursuant to article 163 of the education law 50 to practice marriage and family therapy in this state. Each partner of a 51 registered limited liability partnership formed to provide mental health 52 counseling services in this state must be licensed pursuant to article 53 163 of the education law to practice mental health counseling in this 54 state. Each partner of a registered limited liability partnership formed 55 to provide psychoanalysis services in this state must be licensed pursu- 56 ant to article 163 of the education law to practice psychoanalysis inS. 2473--A 6 1 this state. Each partner of a registered limited liability partnership 2 formed to provide applied behavior analysis service in this state must 3 be licensed or certified pursuant to article 167 of the education law to 4 practice applied behavior analysis in this state. A registered limited 5 liability partnership formed to lawfully engage in the practice of 6 public accountancy as a firm, as such practice is defined under article 7 149 of the education law, shall be required to show (1) that a simple 8 majority of the ownership of the firm, in terms of financial interests 9 and voting rights held by the firm's owners, belongs to individuals 10 licensed to practice public accountancy in some state, and (2) that all 11 partners of a limited liability partnership whose principal place of 12 business is in this state, and who are engaged in the practice of public 13 accountancy in this state, hold a valid license issued under section 14 seventy-four hundred four of the education law. For purposes of this 15 subdivision, "financial interest" means capital stock, capital accounts, 16 capital contributions, capital interest, or interest in undistributed 17 earnings of a business entity. Although firms registered with the 18 education department may include non-licensee owners, the firm and its 19 owners must comply with rules promulgated by the state board of regents. 20 Notwithstanding the foregoing, a firm registered with the education 21 department may not have non-licensee owners if the firm's name includes 22 the words "certified public accountant," or "certified public accounts," 23 or the abbreviations "CPA" or "CPAs". Each non-licensee owner of a firm 24 that is formed under this section shall be (1) a natural person who 25 actively participates in the business of the firm or its affiliated 26 entities, or (2) an entity, including, but not limited to, a partnership 27 or professional corporation, provided each beneficial owner of an equity 28 interest in such entity is a natural person who actively participates in 29 the business conducted by the firm or its affiliated entities. For 30 purposes of this subdivision, "actively participate" means to provide 31 services to clients or to otherwise individually take part in the day- 32 to-day business or management of the firm or an affiliated entity. 33 § 9. Subdivision (q) of section 121-1502 of the partnership law, as 34 amended by chapter 475 of the laws of 2014, is amended to read as 35 follows: 36 (q) Each partner of a foreign limited liability partnership which 37 provides medical services in this state must be licensed pursuant to 38 article 131 of the education law to practice medicine in the state and 39 each partner of a foreign limited liability partnership which provides 40 dental services in the state must be licensed pursuant to article 133 of 41 the education law to practice dentistry in this state. Each partner of a 42 foreign limited liability partnership which provides veterinary service 43 in the state shall be licensed pursuant to article 135 of the education 44 law to practice veterinary medicine in this state. Each partner of a 45 foreign limited liability partnership which provides professional engi- 46 neering, land surveying, geological services, architectural and/or land- 47 scape architectural services in this state must be licensed pursuant to 48 article 145, article 147 and/or article 148 of the education law to 49 practice one or more of such professions. Each partner of a foreign 50 limited liability partnership formed to provide public accountancy 51 services as a firm, whose principal place of business is in this state 52 and who provides public accountancy services, must be licensed pursuant 53 to article 149 of the education law to practice public accountancy in 54 this state. Each partner of a foreign limited liability partnership 55 which provides licensed clinical social work services in this state must 56 be licensed pursuant to article 154 of the education law to practiceS. 2473--A 7 1 licensed clinical social work in this state. Each partner of a foreign 2 limited liability partnership which provides creative arts therapy 3 services in this state must be licensed pursuant to article 163 of the 4 education law to practice creative arts therapy in this state. Each 5 partner of a foreign limited liability partnership which provides 6 marriage and family therapy services in this state must be licensed 7 pursuant to article 163 of the education law to practice marriage and 8 family therapy in this state. Each partner of a foreign limited liabil- 9 ity partnership which provides mental health counseling services in this 10 state must be licensed pursuant to article 163 of the education law to 11 practice mental health counseling in this state. Each partner of a 12 foreign limited liability partnership which provides psychoanalysis 13 services in this state must be licensed pursuant to article 163 of the 14 education law to practice psychoanalysis in this state. Each partner of 15 a foreign limited liability partnership which provides applied behavior 16 analysis services in this state must be licensed or certified pursuant 17 to article 167 of the education law to practice applied behavior analy- 18 sis in this state. A foreign limited liability partnership formed to 19 lawfully engage in the practice of public accountancy as a firm, as such 20 practice is defined under article 149 of the education law, shall be 21 required to show (1) that a simple majority of the ownership of the 22 firm, in terms of financial interests and voting rights held by the 23 firm's owners, belongs to individuals licensed to practice public 24 accountancy in some state, and (2) that all partners of the foreign 25 limited liability partnership whose principal place of business is in 26 this state, and who are engaged in the practice of public accountancy in 27 this state, hold a valid license issued under section seventy-four 28 hundred four of the education law. For purposes of this subdivision, 29 "financial interest" means capital stock, capital accounts, capital 30 contributions, capital interest, or interest in undistributed earnings 31 of a business entity. Although firms registered with the education 32 department may include non-licensee owners, a registered firm and its 33 owners must comply with rules promulgated by the state board of regents. 34 Notwithstanding the foregoing, a firm registered with the education 35 department may not have non-licensee owners if the firm's name includes 36 the words "certified public accountant," or "certified public account- 37 ants," or the abbreviations "CPA" or "CPAs". Each non-licensee owner of 38 a firm that is formed under this section shall be (1) a natural person 39 who actively participates in the business of the firm or its affiliated 40 entities, or (2) an entity, including, but not limited to, a partnership 41 or professional corporation, provided that each beneficial owner of an 42 equity interest in such entity is a natural person who actively partic- 43 ipates in the business conducted by the firm or its affiliated entities. 44 For purposes of this subdivision, "actively participate" means to 45 provide services to clients or to otherwise individually take part in 46 the day-to-day business or management of the firm or an affiliated enti- 47 ty. 48 § 10. Subdivision (b) of section 1207 of the limited liability company 49 law, as amended by chapter 475 of the laws of 2014, is amended to read 50 as follows: 51 (b) With respect to a professional service limited liability company 52 formed to provide medical services as such services are defined in arti- 53 cle 131 of the education law, each member of such limited liability 54 company must be licensed pursuant to article 131 of the education law to 55 practice medicine in this state. With respect to a professional service 56 limited liability company formed to provide dental services as suchS. 2473--A 8 1 services are defined in article 133 of the education law, each member of 2 such limited liability company must be licensed pursuant to article 133 3 of the education law to practice dentistry in this state. With respect 4 to a professional service limited liability company formed to provide 5 veterinary services as such services are defined in article 135 of the 6 education law, each member of such limited liability company must be 7 licensed pursuant to article 135 of the education law to practice veter- 8 inary medicine in this state. With respect to a professional service 9 limited liability company formed to provide professional engineering, 10 land surveying, architectural, landscape architectural and/or geological 11 services as such services are defined in article 145, article 147 and 12 article 148 of the education law, each member of such limited liability 13 company must be licensed pursuant to article 145, article 147 and/or 14 article 148 of the education law to practice one or more of such 15 professions in this state. With respect to a professional service 16 limited liability company formed to provide public accountancy services 17 as such services are defined in article 149 of the education law each 18 member of such limited liability company whose principal place of busi- 19 ness is in this state and who provides public accountancy services, must 20 be licensed pursuant to article 149 of the education law to practice 21 public accountancy in this state. With respect to a professional service 22 limited liability company formed to provide licensed clinical social 23 work services as such services are defined in article 154 of the educa- 24 tion law, each member of such limited liability company shall be 25 licensed pursuant to article 154 of the education law to practice 26 licensed clinical social work in this state. With respect to a profes- 27 sional service limited liability company formed to provide creative arts 28 therapy services as such services are defined in article 163 of the 29 education law, each member of such limited liability company must be 30 licensed pursuant to article 163 of the education law to practice crea- 31 tive arts therapy in this state. With respect to a professional service 32 limited liability company formed to provide marriage and family therapy 33 services as such services are defined in article 163 of the education 34 law, each member of such limited liability company must be licensed 35 pursuant to article 163 of the education law to practice marriage and 36 family therapy in this state. With respect to a professional service 37 limited liability company formed to provide mental health counseling 38 services as such services are defined in article 163 of the education 39 law, each member of such limited liability company must be licensed 40 pursuant to article 163 of the education law to practice mental health 41 counseling in this state. With respect to a professional service limited 42 liability company formed to provide psychoanalysis services as such 43 services are defined in article 163 of the education law, each member of 44 such limited liability company must be licensed pursuant to article 163 45 of the education law to practice psychoanalysis in this state. With 46 respect to a professional service limited liability company formed to 47 provide applied behavior analysis services as such services are defined 48 in article 167 of the education law, each member of such limited liabil- 49 ity company must be licensed or certified pursuant to article 167 of the 50 education law to practice applied behavior analysis in this state. A 51 professional service limited liability company formed to lawfully engage 52 in the practice of public accountancy as a firm, as such practice is 53 defined under article 149 of the education law shall be required to show 54 (1) that a simple majority of the ownership of the firm, in terms of 55 financial interests and voting rights held by the firm's owners, belongs 56 to individuals licensed to practice public accountancy in some state,S. 2473--A 9 1 and (2) that all members of a limited professional service limited 2 liability company, whose principal place of business is in this state, 3 and who are engaged in the practice of public accountancy in this state, 4 hold a valid license issued under section seventy-four hundred four of 5 the education law. For purposes of this subdivision, "financial inter- 6 est" means capital stock, capital accounts, capital contributions, capi- 7 tal interest, or interest in undistributed earnings of a business enti- 8 ty. Although firms registered with the education department may include 9 non-licensee owners, a registered firm and its owners must comply with 10 rules promulgated by the state board of regents. Notwithstanding the 11 foregoing, a firm registered with the education department may not have 12 non-licensee owners if the firm's name includes the words "certified 13 public accountant," or "certified public accountants," or the abbrevi- 14 ations "CPA" or "CPAs". Each non-licensee owner of a firm that is regis- 15 tered under this section shall be (1) a natural person who actively 16 participates in the business of the firm or its affiliated entities, or 17 (2) an entity, including, but not limited to, a partnership or profes- 18 sional corporation, provided each beneficial owner of an equity interest 19 in such entity is a natural person who actively participates in the 20 business conducted by the firm or its affiliated entities. For purposes 21 of this subdivision, "actively participate" means to provide services to 22 clients or to otherwise individually take part in the day-to-day busi- 23 ness or management of the firm or an affiliated entity. 24 § 11. Subdivision (a) of section 1301 of the limited liability company 25 law, as amended by chapter 475 of the laws of 2014, 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 serviceS. 2473--A 10 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, geologic, architectural and/or land- 10 scape architectural services as such services are defined in article 11 145, article 147 and article 148 of the education law, each member of 12 such foreign professional service limited liability company must be 13 licensed pursuant to article 145, article 147 and/or article 148 of the 14 education law to practice one or more of such professions in this state. 15 With 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. A foreign professional 54 service limited liability company formed to lawfully engage in the prac- 55 tice of public accountancy as a firm, as such practice is defined under 56 article 149 of the education law shall be required to show (1) that aS. 2473--A 11 1 simple majority of the ownership of the firm, in terms of financial 2 interests and voting rights held by the firm's owners, belongs to indi- 3 viduals licensed to practice public accountancy in some state, and (2) 4 that all members of a foreign limited professional service limited 5 liability company, 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 seventy-four hundred four of 8 the education law. For purposes of this subdivision, "financial inter- 9 est" means capital stock, capital accounts, capital contributions, capi- 10 tal interest, or interest in undistributed earnings of a business enti- 11 ty. Although firms registered with the education department may include 12 non-licensee owners, a registered firm and its owners must comply with 13 rules promulgated by the state board of regents. Notwithstanding the 14 foregoing, a firm registered with the education department may not have 15 non-licensee owners if the firm's name includes the words "certified 16 public accountant," or "certified public accountants," or the abbrevi- 17 ations "CPA" or "CPAs". Each non-licensee owner of a firm that is regis- 18 tered under this section shall be (1) a natural person who actively 19 participates in the business of the firm or its affiliated entities, or 20 (2) an entity, including, but not limited to, a partnership or profes- 21 sional corporation, provided each beneficial owner of an equity interest 22 in such entity is a natural person who actively participates in the 23 business conducted by the firm or its affiliated entities. For purposes 24 of this subdivision, "actively participate" means to provide services to 25 clients or to otherwise individually take part in the day-to-day busi- 26 ness or management of the firm or an affiliated entity. 27 § 12. Notwithstanding any other provision of law to the contrary, if a 28 firm which is registered with the education department to lawfully 29 engage in the practice of public accountancy has one or more non-licen- 30 see owners, each such non-licensee owner of the firm whose principal 31 place of business is in the state of New York shall pay a fee of nine 32 hundred dollars to the department of education on a triennial basis. 33 § 13. This act shall take effect immediately.