N.Y. Business Corporation Law § 1525: Definitions

§ 1525. Definitions.

As used in this article, unless the context otherwise requires, the

term:

(a) "Licensing authority" means the regents of the university of the

state of New York or the state education department, as the case may be,

in the case of all professions licensed under title eight of the

education law, and the appropriate appellate division of the supreme

court in the case of the profession of law.

(b) "Profession" includes any practice as an attorney and

counsellor-at-law, or as a licensed physician, and those professions

designated in title eight of the education law.

(c) "Professional service" means any type of service to the public

which may be lawfully rendered by a member of a profession within the

purview of his profession.

(d) "Foreign professional service corporation" means a professional

service corporation, whether or not denominated as such, organized under

the laws of a jurisdiction other than this state, all of the

shareholders, directors and officers of which are authorized and

licensed to practice the profession for which such corporation is

licensed to do business; except that all shareholders, directors and

officers of a foreign professional service corporation which provides

health services in this state shall be licensed in this state. A foreign

professional service corporation formed to lawfully engage in the

practice of public accountancy as a firm, as such practice is defined

under article one hundred forty-nine of the education law, or equivalent

state law, shall be required to show (1) that a simple majority of the

ownership of the firm, in terms of financial interests and voting rights

held by the firm's owners, belongs to individuals licensed to practice

public accountancy in some state, and (2) that all shareholders of a

foreign professional service corporation whose principal place of

business is in this state, and who are engaged in the practice of public

accountancy in this state, hold a valid license issued under section

seventy-four hundred four of the education law. For purposes of this

paragraph, "financial interest" means capital stock, capital accounts,

capital contributions, capital interest, or interest in undistributed

earnings of a business entity. Although firms registered with the

education department may include non-licensee owners, a registered firm

and its owners must comply with rules promulgated by the state board of

regents. Notwithstanding the foregoing, a firm registered with the

education department may not have non-licensee owners if the firm's name

includes the words "certified public accountant," or "certified public

accountants," or the abbreviations "CPA" or "CPAs". Each non-licensee

owner of a firm that is operating under this section shall be a natural

person who actively participates in the business of the firm or its

affiliated entities, provided each beneficial owner of an equity

interest in such entity is a natural person who actively participates in

the business conducted by the firm or its affiliated entities. For

purposes of this paragraph, "actively participate" means to provide

services to clients or to otherwise individually take part in the

day-to-day business or management of the firm or an affiliated entity.

(e) "Officer" does not include the secretary or an assistant secretary

of a corporation having only one shareholder.