§ 1301 — Definitions

New York § 1301

• Jurisdiction: New York
• Law LLC: Limited Liability Company Law
• Art. 13: Foreign Professional Service Limited Liability Companies

Text

§ 1301. Definitions. As used in this article, unless the context\notherwise requires, the term:\n (a) "Foreign professional service limited liability company" means a\nprofessional service limited liability company, whether or not\ndenominated as such, organized under the laws of a jurisdiction other\nthan this state, (i) each of whose members and managers, if any, is a\nprofessional authorized by law to render a professional service within\nthis state and who is or has been engaged in the practice of such\nprofession in such professional service limited liability company or a\npredecessor entity, or will engage in the practice of such profession in\nthe professional service limited liability company within thirty days of\nthe date such professional becomes a member, or each of whose members\nand managers, if any, is a professional at least one of such members is\nauthorized by law to render a professional service within this state and\nwho is or has been engaged in the practice of such profession in such\nprofessional service limited liability company or a predecessor entity,\nor will engage in the practice of such profession in the professional\nservice limited liability company within thirty days of the date such\nprofessional becomes a member, or (ii) authorized by, or holding a\nlicense, certificate, registration or permit issued by the licensing\nauthority pursuant to, the education law to render a professional\nservice within this state; except that all members and managers, if any,\nof a foreign professional service limited liability company that\nprovides health services in this state shall be licensed in this state.\nWith respect to a foreign professional service limited liability company\nwhich provides veterinary services as such services are defined in\narticle 135 of the education law, each member of such foreign\nprofessional service limited liability company shall be licensed\npursuant to article 135 of the education law to practice veterinary\nmedicine. With respect to a foreign professional service limited\nliability company which provides medical services as such services are\ndefined in article 131 of the education law, each member of such foreign\nprofessional service limited liability company must be licensed pursuant\nto article 131 of the education law to practice medicine in this state.\nWith respect to a foreign professional service limited liability company\nwhich provides dental services as such services are defined in article\n133 of the education law, each member of such foreign professional\nservice limited liability company must be licensed pursuant to article\n133 of the education law to practice dentistry in this state. With\nrespect to a foreign professional service limited liability company\nwhich provides professional engineering, land surveying, geologic,\narchitectural and/or landscape architectural services as such services\nare defined in article 145, article 147 and article 148 of the education\nlaw, each member of such foreign professional service limited liability\ncompany must be licensed pursuant to article 145, article 147 and/or\narticle 148 of the education law to practice one or more of such\nprofessions in this state. With respect to a foreign professional\nservice limited liability company which provides public accountancy\nservices as such services are defined in article 149 of the education\nlaw, each member of such foreign professional service limited liability\ncompany whose principal place of business is in this state and who\nprovides public accountancy services, shall be licensed pursuant to\narticle 149 of the education law to practice public accountancy in this\nstate. With respect to a foreign professional service limited liability\ncompany which provides licensed clinical social work services as such\nservices are defined in article 154 of the education law, each member of\nsuch foreign professional service limited liability company shall be\nlicensed pursuant to article 154 of the education law to practice\nclinical social work in this state. With respect to a foreign\nprofessional service limited liability company which provides creative\narts therapy services as such services are defined in article 163 of the\neducation law, each member of such foreign professional service limited\nliability company must be licensed pursuant to article 163 of the\neducation law to practice creative arts therapy in this state. With\nrespect to a foreign professional service limited liability company\nwhich provides marriage and family therapy services as such services are\ndefined in article 163 of the education law, each member of such foreign\nprofessional service limited liability company must be licensed pursuant\nto article 163 of the education law to practice marriage and family\ntherapy in this state. With respect to a foreign professional service\nlimited liability company which provides mental health counseling\nservices as such services are defined in article 163 of the education\nlaw, each member of such foreign professional service limited liability\ncompany must be licensed pursuant to article 163 of the education law to\npractice mental health counseling in this state. With respect to a\nforeign professional service limited liability company which provides\npsychoanalysis services as such services are defined in article 163 of\nthe education law, each member of such foreign professional service\nlimited liability company must be licensed pursuant to article 163 of\nthe education law to practice psychoanalysis in this state. With respect\nto a foreign professional service limited liability company which\nprovides applied behavior analysis services as such services are defined\nin article 167 of the education law, each member of such foreign\nprofessional service limited liability company must be licensed or\ncertified pursuant to article 167 of the education law to practice\napplied behavior analysis in this state. A foreign professional service\nlimited liability company formed to lawfully engage in the practice of\npublic accountancy as a firm, as such practice is defined under article\n149 of the education law shall be required to show (1) that a simple\nmajority of the ownership of the firm, in terms of financial interests\nand voting rights held by the firm's owners, belongs to individuals\nlicensed to practice public accountancy in some state, and (2) that all\nmembers of a foreign limited professional service limited liability\ncompany, whose principal place of business is in this state, and who are\nengaged in the practice of public accountancy in this state, hold a\nvalid license issued under section seventy-four hundred four of the\neducation law. For purposes of this subdivision, "financial interest"\nmeans capital stock, capital accounts, capital contributions, capital\ninterest, or interest in undistributed earnings of a business entity.\nAlthough firms registered with the education department may include\nnon-licensee owners, a registered firm and its owners must comply with\nrules promulgated by the state board of regents. Notwithstanding the\nforegoing, a firm registered with the education department may not have\nnon-licensee owners if the firm's name includes the words "certified\npublic accountant," or "certified public accountants," or the\nabbreviations "CPA" or "CPAs". Each non-licensee owner of a firm that is\nregistered under this section shall be (1) a natural person who actively\nparticipates in the business of the firm or its affiliated entities, or\n(2) an entity, including, but not limited to, a partnership or\nprofessional corporation, 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 subdivision, "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 (b) "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 (c) "Profession" includes any practice as an attorney and\ncounselor-at-law, or as a licensed physician, and those professions\ndesignated in title eight of the education law.\n (d) "Professional" means an individual duly authorized to practice a\nprofession, a professional service corporation, a professional service\nlimited liability company, a foreign professional service limited\nliability company, a registered limited liability partnership, a foreign\nlimited liability partnership, a foreign professional service\ncorporation or a professional partnership.\n (e) "Professional service" means any type of service to the public\nthat may be lawfully rendered by a member of a profession within the\npurview of his or her profession.\n (f) "Professional partnership" means (1) a partnership without limited\npartners each of whose partners is a professional authorized by law to\nrender a professional service within this state, (2) a partnership\nwithout limited partners each of whose partners is a professional, at\nleast one of whom is authorized by law to render a professional service\nwithin this state or (3) a partnership without limited partners\nauthorized by, or holding a license, certificate, registration or permit\nissued by the licensing authority pursuant to the education law to\nrender a professional service within this state; except that all\npartners of a professional partnership that provides medical services in\nthis state must be licensed pursuant to article 131 of the education law\nto practice medicine in this state and all partners of a professional\npartnership that provides dental services in this state must be licensed\npursuant to article 133 of the education law to practice dentistry in\nthis state; except that all partners of a professional partnership that\nprovides veterinary services in this state must be licensed pursuant to\narticle 135 of the education law to practice veterinary medicine in this\nstate; and further except that all partners of a professional\npartnership that provides professional engineering, land surveying,\ngeologic, architectural, and/or landscape architectural services in this\nstate must be licensed pursuant to article 145, article 147 and/or\narticle 148 of the education law to practice one or more of such\nprofessions.\n (g) "Professional service corporation" means (i) a corporation\norganized under article fifteen of the business corporation law and (ii)\nany other corporation organized under the business corporation law or\nany predecessor statute, which is authorized by, or holds a license,\ncertificate, registration or permit issued by, the licensing authority\npursuant to the education law to render professional services within\nthis state.\n (h) "Professional service limited liability company" means a limited\nliability company organized under article twelve of this chapter.\n (i) "Foreign professional service corporation" has the meaning given\nto it in paragraph (d) of section fifteen hundred twenty-five of the\nbusiness corporation law.\n