N.Y. Partnership Law § 2: General definitions

§ 2. General definitions. As used in this chapter "court" includes

every court and judge having jurisdiction in the case;

"Business" includes every trade, occupation, or profession;

"Person" includes individuals, partnerships, corporations, and other

associations;

"Bankrupt" includes bankrupt under the federal bankruptcy act or

insolvent under any state insolvent act;

"Conveyance" includes every assignment, lease, mortgage, or

encumbrance;

"Real property" includes land and any interest or estate in land.

"Foreign professional service corporation" has the meaning given to it

in subdivision (d) of section fifteen hundred twenty-five of the

business corporation law.

"Foreign professional service limited liability company" has the

meaning given to it in subdivision (a) of section thirteen hundred one

of the limited liability company law.

"Foreign limited liability partnership" means (i) any partnership

without limited partners operating under an agreement governed by the

laws of any jurisdiction, other than this state, each of whose partners

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 partnership or a predecessor entity, or will engage

in the practice of such profession in the foreign limited liability

partnership within thirty days of the date of the effectiveness of the

notice provided for in subdivision (a) of section 121-1502 of this

chapter or each of whose partners is a professional, at least one of

whom 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 partnership or a predecessor entity, or will engage in the

practice of such profession in the foreign limited liability partnership

within thirty days of the date of the effectiveness of the notice

provided for in subdivision (a) of section 121-1502 of this chapter,

(ii) any partnership without limited partners operating under an

agreement governed by the laws of any jurisdiction, other than this

state, 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, which renders or

intends to render professional services within this state and which is

denominated as a registered limited liability partnership or limited

liability partnership under such laws, regardless of any difference

between such laws and the laws of this state, or (iii) a foreign related

limited liability partnership; except that all partners of a foreign

limited liability partnership that provides health, professional

engineering, land surveying, geologic, architectural and/or landscape

architectural services in this state shall be licensed in this state.

"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.

"New York registered foreign limited liability partnership" means a

foreign limited liability partnership which has filed a notice pursuant

to subdivision (a) of section 121-1502 of this chapter that has not been

withdrawn or revoked and which complies with subdivision (1) of section

121-1502 of this chapter.

"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.

"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.

"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; 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 in this state.

"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.

"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.

"Professional service limited liability company" means a limited

liability company organized under article twelve of the limited

liability company law.

"Registered limited liability partnership" means a partnership without

limited partners operating under an agreement governed by the laws of

this state, registered under section 121-1500 of this chapter and

complying with section 121-1501 of this chapter.

"Foreign related limited liability partnership" means a partnership

without limited partners operating under an agreement governed by the

laws of any jurisdiction, other than this state, which (i) is

denominated as a limited liability partnership or registered limited

liability partnership under such laws, (ii) is not a foreign limited

liability partnership under clause (i) or (ii) of the paragraph defining

foreign limited liability partnership in this section, (iii) is

affiliated with a professional service limited liability company,

foreign professional service limited liability company, professional

service corporation, foreign professional service corporation,

registered limited liability partnership that is a professional

partnership under this section or a foreign limited liability

partnership under clause (i) or (ii) of the paragraph defining foreign

limited liability partnership in this section, and (iv) renders services

related or complementary to the professional services rendered by, or

provides services or facilities to, such professional service limited

liability company, foreign professional service limited liability

company, professional service corporation, foreign professional service

corporation, registered limited liability partnership or foreign limited

liability partnership. For purposes of this paragraph, such a

partnership is affiliated with a professional service limited liability

company, foreign professional service limited liability company,

professional service corporation, foreign professional service

corporation, registered limited liability partnership or foreign limited

liability partnership if (1) at least a majority of partners in one

partnership are partners in the other partnership, (2) at least a

majority of the partners in each partnership also are partners, hold

interests or are members in a limited liability company or other

business entity, and each partnership renders services pursuant to an

agreement with such limited liability company or other business entity,

or (3) the partnerships or the partnership and such professional service

limited liability company, such foreign professional service limited

liability company, such professional service corporation, or such

foreign professional service corporation are affiliates within the

meaning of paragraph (a) of section nine hundred twelve of the business

corporation law.

"Related limited liability partnership" means a partnership without

limited partners operating under an agreement governed by the laws of

this state, which (i) is not a professional partnership under this

section, (ii) is affiliated with a professional service limited

liability company, foreign professional service limited liability

company, professional service corporation, foreign professional service

corporation, registered limited liability partnership that is a

professional partnership under this section or a foreign limited

liability partnership under clause (i) or (ii) of the paragraph defining

foreign limited liability partnership in this section, and (iii) renders

services related or complementary to the professional services rendered

by, or provides services or facilities to, such professional service

limited liability company, foreign professional service limited

liability company, professional service corporation, foreign

professional service corporation, registered limited liability

partnership or foreign limited liability partnership. For purposes of

this paragraph, such a partnership is affiliated with a professional

service limited liability company, foreign professional service limited

liability company, professional service corporation, foreign

professional service corporation, registered limited liability

partnership or foreign limited liability partnership if (1) at least a

majority of partners in one partnership are partners in the other

partnership, (2) at least a majority of the partners in each partnership

also are partners, hold interests or are members in a limited liability

company or other business entity, and each partnership renders services

pursuant to an agreement with such limited liability company or other

business entity, or (3) the partnerships or the partnership and such

professional service limited liability company, such foreign

professional service limited liability company, such professional

service corporation, or such foreign professional service corporation

are affiliates within the meaning of paragraph (a) of section nine

hundred twelve of the business corporation law.