N.Y. Limited Liability Company Law § 1301: Definitions

§ 1301. Definitions. As used in this article, unless the context

otherwise requires, the term:

(a) "Foreign professional service limited liability company" means a

professional service limited liability company, whether or not

denominated as such, organized under the laws of a jurisdiction other

than this state, (i) each of whose members and managers, if any, is a

professional authorized by law to render a professional service within

this state and who is or has been engaged in the practice of such

profession in such professional service limited liability company or a

predecessor entity, or will engage in the practice of such profession in

the professional service limited liability company within thirty days of

the date such professional becomes a member, or each of whose members

and managers, if any, is a professional at least one of such members is

authorized by law to render a professional service within this state and

who is or has been engaged in the practice of such profession in such

professional service limited liability company or a predecessor entity,

or will engage in the practice of such profession in the professional

service limited liability company within thirty days of the date such

professional becomes a member, or (ii) authorized by, or holding a

license, certificate, registration or permit issued by the licensing

authority pursuant to, the education law to render a professional

service within this state; except that all members and managers, if any,

of a foreign professional service limited liability company that

provides health services in this state shall be licensed in this state.

With respect to a foreign professional service limited liability company

which provides veterinary services as such services are defined in

article 135 of the education law, each member of such foreign

professional service limited liability company shall be licensed

pursuant to article 135 of the education law to practice veterinary

medicine. With respect to a foreign professional service limited

liability company which provides medical services as such services are

defined in article 131 of the education law, each member of such foreign

professional service limited liability company must be licensed pursuant

to article 131 of the education law to practice medicine in this state.

With respect to a foreign professional service limited liability company

which provides dental services as such services are defined in article

133 of the education law, each member of such foreign professional

service limited liability company must be licensed pursuant to article

133 of the education law to practice dentistry in this state. With

respect to a foreign professional service limited liability company

which provides professional engineering, land surveying, geologic,

architectural and/or landscape architectural services as such services

are defined in article 145, article 147 and article 148 of the education

law, each member of such foreign professional service limited liability

company must be licensed pursuant to article 145, article 147 and/or

article 148 of the education law to practice one or more of such

professions in this state. With respect to a foreign professional

service limited liability company which provides public accountancy

services as such services are defined in article 149 of the education

law, each member of such foreign professional service limited liability

company whose principal place of business is in this state and who

provides public accountancy services, shall be licensed pursuant to

article 149 of the education law to practice public accountancy in this

state. With respect to a foreign professional service limited liability

company which provides licensed clinical social work services as such

services are defined in article 154 of the education law, each member of

such foreign professional service limited liability company shall be

licensed pursuant to article 154 of the education law to practice

clinical social work in this state. With respect to a foreign

professional service limited liability company which provides creative

arts therapy services as such services are defined in article 163 of the

education law, each member of such foreign professional service limited

liability company must be licensed pursuant to article 163 of the

education law to practice creative arts therapy in this state. With

respect to a foreign professional service limited liability company

which provides marriage and family therapy services as such services are

defined in article 163 of the education law, each member of such foreign

professional service limited liability company must be licensed pursuant

to article 163 of the education law to practice marriage and family

therapy in this state. With respect to a foreign professional service

limited liability company which provides mental health counseling

services as such services are defined in article 163 of the education

law, each member of such foreign professional service limited liability

company must be licensed pursuant to article 163 of the education law to

practice mental health counseling in this state. With respect to a

foreign professional service limited liability company which provides

psychoanalysis services as such services are defined in article 163 of

the education law, each member of such foreign professional service

limited liability company must be licensed pursuant to article 163 of

the education law to practice psychoanalysis in this state. With respect

to a foreign professional service limited liability company which

provides applied behavior analysis services as such services are defined

in article 167 of the education law, each member of such foreign

professional service limited liability company must be licensed or

certified pursuant to article 167 of the education law to practice

applied behavior analysis in this state. A foreign professional service

limited liability company formed to lawfully engage in the practice of

public accountancy as a firm, as such practice is defined under article

149 of the education law shall be required to show (1) that a simple

majority of the ownership of the firm, in terms of financial interests

and voting rights held by the firm's owners, belongs to individuals

licensed to practice public accountancy in some state, and (2) that all

members of a foreign limited professional service limited liability

company, whose principal place of business is in this state, and who are

engaged in the practice of public accountancy in this state, hold a

valid license issued under section seventy-four hundred four of the

education law. For purposes of this subdivision, "financial interest"

means capital stock, capital accounts, capital contributions, capital

interest, or interest in undistributed earnings of a business entity.

Although firms registered with the education department may include

non-licensee owners, a registered firm and its owners must comply with

rules promulgated by the state board of regents. Notwithstanding the

foregoing, a firm registered with the education department may not have

non-licensee owners if the firm's name includes the words "certified

public accountant," or "certified public accountants," or the

abbreviations "CPA" or "CPAs". Each non-licensee owner of a firm that is

registered under this section shall be (1) a natural person who actively

participates in the business of the firm or its affiliated entities, or

(2) an entity, including, but not limited to, a partnership or

professional corporation, provided each beneficial owner of an equity

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

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

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

services to clients or to otherwise individually take part in the

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

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

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

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

education law, and the appropriate appellate division of the supreme

court in the case of the profession of law.

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

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

designated in title eight of the education law.

(d) "Professional" means an individual duly authorized to practice a

profession, a professional service corporation, a professional service

limited liability company, a foreign professional service limited

liability company, a registered limited liability partnership, a foreign

limited liability partnership, a foreign professional service

corporation or a professional partnership.

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

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

purview of his or her profession.

(f) "Professional partnership" means (1) a partnership without limited

partners each of whose partners is a professional authorized by law to

render a professional service within this state, (2) a partnership

without limited partners each of whose partners is a professional, at

least one of whom is authorized by law to render a professional service

within this state or (3) a partnership without limited partners

authorized by, or holding a license, certificate, registration or permit

issued by the licensing authority pursuant to the education law to

render a professional service within this state; except that all

partners of a professional partnership that provides medical services in

this state must be licensed pursuant to article 131 of the education law

to practice medicine in this state and all partners of a professional

partnership that provides dental services in this state must be licensed

pursuant to article 133 of the education law to practice dentistry in

this state; except that all partners of a professional partnership that

provides veterinary services in this state must be licensed pursuant to

article 135 of the education law to practice veterinary medicine in this

state; and further except that all partners of a professional

partnership that provides professional engineering, land surveying,

geologic, architectural, and/or landscape architectural services in this

state must be licensed pursuant to article 145, article 147 and/or

article 148 of the education law to practice one or more of such

professions.

(g) "Professional service corporation" means (i) a corporation

organized under article fifteen of the business corporation law and (ii)

any other corporation organized under the business corporation law or

any predecessor statute, which is authorized by, or holds a license,

certificate, registration or permit issued by, the licensing authority

pursuant to the education law to render professional services within

this state.

(h) "Professional service limited liability company" means a limited

liability company organized under article twelve of this chapter.

(i) "Foreign professional service corporation" has the meaning given

to it in paragraph (d) of section fifteen hundred twenty-five of the

business corporation law.