§ 1525 — Definitions

New York § 1525

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 15-A: Foreign Professional Service Corporations

Text

§ 1525. Definitions.\n As used in this article, unless the context otherwise requires, the\nterm:\n (a) "Licensing authority" means the regents of the university of the\nstate of New York or the state education department, as the case may be,\nin the case of all professions licensed under title eight of the\neducation law, and the appropriate appellate division of the supreme\ncourt in the case of the profession of law.\n (b) "Profession" includes any practice as an attorney and\ncounsellor-at-law, or as a licensed physician, and those professions\ndesignated in title eight of the education law.\n (c) "Professional service" means any type of service to the public\nwhich may be lawfully rendered by a member of a profession within the\npurview of his profession.\n (d) "Foreign professional service corporation" means a professional\nservice corporation, whether or not denominated as such, organized under\nthe laws of a jurisdiction other than this state, all of the\nshareholders, directors and officers of which are authorized and\nlicensed to practice the profession for which such corporation is\nlicensed to do business; except that all shareholders, directors and\nofficers of a foreign professional service corporation which provides\nhealth services in this state shall be licensed in this state. A foreign\nprofessional service corporation formed to lawfully engage in the\npractice of public accountancy as a firm, as such practice is defined\nunder article one hundred forty-nine of the education law, or equivalent\nstate law, shall be required to show (1) that a simple majority of the\nownership of the firm, in terms of financial interests and voting rights\nheld by the firm's owners, belongs to individuals licensed to practice\npublic accountancy in some state, and (2) that all shareholders of a\nforeign professional service corporation whose principal place of\nbusiness is in this state, and who are engaged in the practice of public\naccountancy in this state, hold a valid license issued under section\nseventy-four hundred four of the education law. For purposes of this\nparagraph, "financial interest" means capital stock, capital accounts,\ncapital contributions, capital interest, or interest in undistributed\nearnings of a business entity. Although firms registered with the\neducation department may include non-licensee owners, a registered firm\nand its owners must comply with rules promulgated by the state board of\nregents. Notwithstanding the foregoing, a firm registered with the\neducation department may not have non-licensee owners if the firm's name\nincludes the words "certified public accountant," or "certified public\naccountants," or the abbreviations "CPA" or "CPAs". Each non-licensee\nowner of a firm that is operating under this section shall be a natural\nperson who actively participates in the business of the firm or its\naffiliated entities, provided each beneficial owner of an equity\ninterest in such entity is a natural person who actively participates in\nthe business conducted by the firm or its affiliated entities. For\npurposes of this paragraph, "actively participate" means to provide\nservices to clients or to otherwise individually take part in the\nday-to-day business or management of the firm or an affiliated entity.\n (e) "Officer" does not include the secretary or an assistant secretary\nof a corporation having only one shareholder.\n