§ 121-1500 — Registered limited liability partnership

New York § 121-1500

• Jurisdiction: New York
• Law PTR: Partnership
• Art. 8-B: Registered Limited Liability Partnerships

Text

§ 121-1500. Registered limited liability partnership. (a)(I)\nNotwithstanding the education law or any other provision of law, (i) a\npartnership without limited partners each of whose partners 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 partnership or a predecessor entity, or will engage\nin the practice of such profession in the registered limited liability\npartnership within thirty days of the date of the effectiveness of the\nregistration provided for in this subdivision or a partnership without\nlimited partners each of whose partners is a professional, at least one\nof whom is 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 partnership or a predecessor entity, or will engage\nin the practice of such profession in the registered limited liability\npartnership within thirty days of the date of the effectiveness of the\nregistration provided for in this subdivision, (ii) a partnership\nwithout limited partners authorized by, or holding a license,\ncertificate, registration or permit issued by the licensing authority\npursuant to the education law to render a professional service within\nthis state, which renders or intends to render professional services\nwithin this state, or (iii) a related limited liability partnership may\nregister as a registered limited liability partnership by filing with\nthe department of state a registration which shall set forth:\n (1) the name of the registered limited liability partnership;\n (2) the address of the principal office of the partnership without\nlimited partners;\n (3) the profession or professions to be practiced by such partnership\nwithout limited partners and a statement that it is eligible to register\nas a registered limited liability partnership pursuant to subdivision\n(a) of this section;\n (4) a designation of the secretary of state as agent of the\npartnership without limited partners upon whom process against it may be\nserved and the post office address within or without this state to which\nthe secretary of state shall mail a copy of any process against it or\nserved upon it. The partnership without limited partners may include an\nemail address to which the secretary of state shall email a notice of\nthe fact that process against it has been electronically served upon him\nor her;\n (5) if the partnership without limited partners is to have a\nregistered agent, its name and address in this state and a statement\nthat the registered agent is to be the agent of the partnership without\nlimited partners upon whom process against it may be served;\n (6) that the partnership without limited partners is filing a\nregistration for status as a registered limited liability partnership;\n (7) if the registration of the partnership without limited partners is\nto be effective on a date later than the time of filing, the date, not\nto exceed sixty days from the date of such filing, of such proposed\neffectiveness;\n (8) if all or specified partners of the registered limited liability\npartnership are to be liable in their capacity as partners for all or\nspecified debts, obligations or liabilities of the registered limited\nliability partnership as authorized pursuant to subdivision (d) of\nsection twenty-six of this chapter, a statement that all or specified\npartners are so liable for such debts, obligations or liabilities in\ntheir capacity as partners of the registered limited liability\npartnership as authorized pursuant to subdivision (d) of section\ntwenty-six of this chapter; and\n (9) any other matters the partnership without limited partners\ndetermines to include in the registration.\n (II) (A) Within one hundred twenty days after the effective date of\nthe registration, a copy of the same or a notice containing the\nsubstance thereof shall be published once in each week for six\nsuccessive weeks, in two newspapers of the county in which the principal\noffice of the registered limited liability partnership is located in\nthis state, one newspaper printed weekly and one newspaper to be printed\ndaily, to be designated by the county clerk. When such county is located\nwithin a city with a population of one million or more, such designation\nshall be as though the copy or notice were a notice or advertisement of\njudicial proceedings. Proof of the publication required by this\nsubparagraph, consisting of the certificate of publication of the\nregistered limited liability partnership with the affidavits of\npublication annexed thereto, must be filed, with a fee of fifty dollars,\nwith the department of state. Notwithstanding any other provision of\nlaw, if the office of the registered limited liability partnership is\nlocated in a county wherein a weekly or daily newspaper of the county,\nor both, has not been so designated by the county clerk, then the\npublication herein required shall be made in a weekly or daily newspaper\nof any county, or both, as the case may be, which is contiguous to, such\ncounty, provided that any such newspaper meets all the other\nrequirements of this subparagraph. A copy or notice published in a\nnewspaper other than the newspaper or newspapers designated by the\ncounty clerk shall not be deemed to be one of the publications required\nby this paragraph. The notice shall include: (1) the name of the\nregistered limited liability partnership; (2) the date of filing of the\nregistration with the department of state; (3) the county within this\nstate, in which the principal office of the registered limited liability\npartnership is located; (3-a) the street address of the principal\nbusiness location, if any; (4) a statement that the secretary of state\nhas been designated as agent of the registered limited liability\npartnership upon whom process against it may be served and the post\noffice address within or without this state to which the secretary of\nstate shall mail a copy of any process against it served upon him or\nher; (5) if the registered limited liability partnership is to have a\nregistered agent, his or her name and address within this state and a\nstatement that the registered agent is to be the agent of the registered\nlimited liability partnership upon whom process against it may be\nserved; (6) if the registered limited liability partnership is to have a\nspecific date of dissolution in addition to the events of dissolution\nset forth in section sixty-two of this chapter, the latest date upon\nwhich the registered limited liability partnership is to dissolve; and\n(7) the character or purpose of the business of such registered limited\nliability partnership. Where, at any time after completion of the first\nof the six weekly publications required by this subparagraph and prior\nto the completion of the sixth such weekly publication, there is a\nchange in any of the information contained in the copy or notice as\npublished, the registered limited liability partnership may complete the\nremaining publications of the original copy or notice, and the\nregistered limited liability partnership shall not be required to\npublish any further or amended copy or notice. Where, at any time after\ncompletion of the six weekly publications required by this subparagraph,\nthere is a change to any of the information contained in the copy or\nnotice as published, no further or amended publication or republication\nshall be required to be made. If within one hundred twenty days after\nits formation, proof of such publication, consisting of the certificate\nof publication of the registered limited liability partnership with the\naffidavits of publication of the newspapers annexed thereto has not been\nfiled with the department of state, the authority of such registered\nlimited liability partnership to carry on, conduct or transact any\nbusiness in this state shall be suspended, effective as of the\nexpiration of such one hundred twenty day period. The failure of a\nregistered limited liability partnership to cause such copy or notice to\nbe published and such certificate of publication and affidavits of\npublication to be filed with the department of state within such one\nhundred twenty day period or the suspension of such registered limited\nliability partnership's authority to carry on, conduct or transact\nbusiness in this state pursuant to this subparagraph shall not limit or\nimpair the validity of any contract or act of such registered limited\nliability partnership, or any right or remedy of any other party under\nor by virtue of any contract, act or omission of such registered limited\nliability partnership, or the right of any other party to maintain any\naction or special proceeding on any such contract, act or omission, or\nright of such registered limited liability partnership to defend any\naction or special proceeding in this state, or result in any partner or\nagent of such registered limited liability partnership becoming liable\nfor the contractual obligations or other liabilities of the registered\nlimited liability partnership. If, at any time following the suspension\nof a registered limited liability partnership's authority to carry on,\nconduct or transact business in this state pursuant to this\nsubparagraph, such registered limited liability partnership shall cause\nproof of publication in substantial compliance with the provisions\n(other than the one hundred twenty day period) of this subparagraph,\nconsisting of the certificate of publication of the registered limited\nliability partnership with the affidavits of publication of the\nnewspapers annexed thereto, to be filed with the department of state,\nsuch suspension of such registered limited liability partnership's\nauthority to carry on, conduct or transact business shall be annulled.\n (B)(1) A registered limited liability partnership which was formed\nprior to the effective date of this subparagraph and which complied with\nthe publication and filing requirements of this paragraph as in effect\nprior to such effective date shall not be required to make any\npublication or republication or any filing under subparagraph (A) of\nthis paragraph, and shall not be subject to suspension pursuant to this\nparagraph.\n (2) Within twelve months after the effective date of this\nsubparagraph, a registered limited liability partnership which was\nformed prior to such effective date and which did not comply with the\npublication and filing requirements of this paragraph as in effect prior\nto such effective date shall publish a copy of its registration or a\nnotice containing the substance thereof in the manner required (other\nthan the one hundred twenty day period) by this paragraph as in effect\nprior to such effective date and file proof of such publication,\nconsisting of the certificate of publication of the registered limited\nliability partnership with the affidavits of publication of the\nnewspapers annexed thereto, with the department of state.\n (3) If a registered limited liability partnership that is subject to\nthe provisions of clause two of this subparagraph fails to file the\nrequired proof of publication with the department of state within twelve\nmonths after the effective date of this subparagraph, its authority to\ncarry on, conduct or transact any business in this state shall be\nsuspended, effective as of the expiration of such twelve month period.\n (4) The failure of a registered limited liability partnership that is\nsubject to the provisions of clause two of this subparagraph to fully\ncomply with the provisions of said clause two or the suspension of such\nregistered limited liability partnership's authority to carry on,\nconduct or transact any business in this state pursuant to clause three\nof this subparagraph shall not impair or limit the validity of any\ncontract or act of such registered limited liability partnership, or any\nright or remedy of any other party under or by virtue of any contract,\nact or omission of such registered limited liability partnership, or the\nright of any other party to maintain any action or special proceeding on\nany such contract, act or omission, or right of such registered limited\nliability partnership to defend any action or special proceeding in this\nstate, or result in any partner or agent of such registered limited\nliability partnership becoming liable for the contractual obligations or\nother liabilities of the registered limited liability partnership.\n (5) If, at any time following the suspension of a registered limited\nliability partnership's authority to carry on, conduct or transact\nbusiness in this state, pursuant to clause three of this subparagraph,\nsuch registered limited liability partnership shall cause proof of\npublication in substantial compliance with the provisions (other than\nthe one hundred twenty day period) of subparagraph (A) of this\nparagraph, consisting of the certificate of publication of the\nregistered limited liability partnership with the affidavits of\npublication of the newspapers annexed thereto, to be filed with the\ndepartment of state, such suspension of such registered limited\nliability partnership's authority to carry on, conduct or transact\nbusiness shall be annulled.\n (6) For the purposes of this subparagraph, a registered limited\nliability partnership which was formed prior to the effective date of\nthis subparagraph shall be deemed to have complied with the publication\nand filing requirements of this paragraph as in effect prior to such\neffective date if (A) the registered limited liability partnership was\nformed on or after January first, nineteen hundred ninety-nine and prior\nto such effective date and the registered limited liability partnership\nfiled at least one affidavit of the printer or publisher of a newspaper\nwith the department of state at any time prior to such effective date,\nor (B) the registered limited liability partnership was formed prior to\nJanuary first, nineteen hundred ninety-nine, without regard to whether\nthe registered limited liability partnership did or did not file any\naffidavit of the printer or publisher of a newspaper with the secretary\nof state.\n (C) The information in a notice published pursuant to this paragraph\nshall be presumed to be in compliance with and satisfaction of the\nrequirements of this paragraph.\n (b) The registration shall be executed by one or more partners of the\npartnership without limited partners.\n (c) The registration shall be accompanied by a fee of two hundred\ndollars.\n (d) A partnership without limited partners is registered as a\nregistered limited liability partnership at the time of the payment of\nthe fee required by subdivision (c) of this section and the filing of a\ncompleted registration with the department of state or at the later\ndate, if any, specified in such registration, not to exceed sixty days\nfrom the date of such filing. A partnership without limited partners\nthat has been registered as a registered limited liability partnership\nis for all purposes the same entity that existed before the registration\nand continues to be a partnership without limited partners under the\nlaws of this state. The status of a partnership without limited partners\nas a registered limited liability partnership shall not be affected by\nchanges in the information stated in the registration after the filing\nof the registration. If a partnership without limited partners that is a\nregistered limited liability partnership dissolves, a partnership\nwithout limited partners which is the successor to such registered\nlimited liability partnership (i) shall not be required to file a new\nregistration and shall be deemed to have filed the registration filed by\nthe registered limited liability partnership pursuant to subdivision (a)\nof this section, as well as any withdrawal notice filed pursuant to\nsubdivision (f) of this section, any statement or certificate of consent\nfiled pursuant to subdivision (g) of this section or any certificate of\namendment filed pursuant to subdivision (j) of this section and (ii)\nshall be bound by any revocation of registration pursuant to subdivision\n(g) of this section and any annulment thereof of the dissolved\npartnership without limited partners that was a registered limited\nliability partnership. For purposes of this section, a partnership\nwithout limited partners is a successor to a partnership without limited\npartners that was a registered limited liability partnership if a\nmajority of the total interests in the current profits of such successor\npartnership without limited partners are held by partners of the\npredecessor partnership without limited partners that was a registered\nlimited liability partnership who were partners of such predecessor\npartnership immediately prior to the dissolution of such predecessor\npartnership.\n (e) If the signed registration delivered to the department of state\nfor filing complies as to form with the requirements of law and the\nfiling fee required by any statute of this state has been paid, the\nregistration shall be filed and indexed by the department of state.\n (f) A registration may be withdrawn by filing with the department of\nstate a written withdrawal notice executed by one or more partners of\nthe registered limited liability partnership, with a filing fee of sixty\ndollars. A withdrawal notice must include: (i) the name of the\nregistered limited liability partnership (and if it has been changed\nsince registration, the name under which it was registered); (ii) the\ndate the registration was filed with the department of state pursuant to\nsubdivision (a) of this section; (iii) the address of the registered\nlimited liability partnership's principal office; (iv) if the withdrawal\nof the registered limited liability partnership is to be effective on a\ndate later than the time of filing, the date, not to exceed sixty days\nfrom the date of such filing, of such proposed effectiveness; (v) a\nstatement acknowledging that the withdrawal terminates the partnership's\nstatus as a registered limited liability partnership; and (vi) any other\ninformation determined by the registered limited liability partnership.\nA withdrawal notice terminates the status of the partnership as a\nregistered limited liability partnership as of the date of filing the\nnotice or as of the later date, if any, specified in the notice, not to\nexceed sixty days from the date of such filing. The termination of\nregistration shall not be affected by errors in the information stated\nin the withdrawal notice. If a registered limited liability partnership\nis dissolved, it shall within thirty days after the winding up of its\naffairs is completed file a withdrawal notice pursuant to this\nsubdivision.\n (g) Each registered limited liability partnership shall, within sixty\ndays prior to the fifth anniversary of the effective date of its\nregistration and every five years thereafter, furnish a statement to the\ndepartment of state setting forth: (i) the name of the registered\nlimited liability partnership, (ii) the address of the principal office\nof the registered limited liability partnership, (iii) the post office\naddress within or without this state to which the secretary of state\nshall mail a copy of any process accepted against it served upon him or\nher, which address shall supersede any previous address on file with the\ndepartment of state for this purpose, and (iv) a statement that it is\neligible to register as a registered limited liability partnership\npursuant to subdivision (a) of this section. The statement shall be\nexecuted by one or more partners of the registered limited liability\npartnership. The statement shall be accompanied by a fee of twenty\ndollars if submitted directly to the department of state. The\ncommissioner of taxation and finance and the secretary of state may\nagree to allow registered limited liability partnerships to provide the\nstatement specified in this subdivision on tax reports filed with the\ndepartment of taxation and finance in lieu of statements filed directly\nwith the secretary of state and in a manner prescribed by the\ncommissioner of taxation and finance. If this agreement is made,\nstarting with taxable years beginning on or after January first, two\nthousand sixteen, each registered limited liability partnership required\nto file the statement specified in this subdivision that is subject to\nthe filing fee imposed by paragraph three of subsection (c) of section\nsix hundred fifty-eight of the tax law shall provide such statement\nannually on its filing fee payment form filed with the department of\ntaxation and finance in lieu of filing a statement under this\nsubdivision with the department of state. However, each registered\nlimited liability partnership required to file a statement under this\nsection must continue to file a statement with the department of state\nas required by this section until the registered limited liability\npartnership in fact has filed a filing fee payment form with the\ndepartment of taxation and finance that includes all required\ninformation. After that time, the registered limited liability\npartnership shall continue to provide annually the statement specified\nin this subdivision on its filing fee payment form in lieu of the\nstatement required by this subdivision. The commissioner of taxation and\nfinance shall deliver the completed statement specified in this\nsubdivision to the department of state for filing. The department of\ntaxation and finance must, to the extent feasible, also include in such\ndelivery the current name of the registered limited liability\npartnership, department of state identification number for such\nregistered limited liability partnership, the name, signature and\ncapacity of the signer of the statement, name and street address of the\nfiler of the statement, and the email address, if any, of the filer of\nthe statement. If a registered limited liability partnership shall not\ntimely file the statement required by this subdivision, the department\nof state may, upon sixty days' notice mailed to the address of such\nregistered limited liability partnership as shown in the last\nregistration or statement or certificate of amendment filed by such\nregistered limited liability partnership, make a proclamation declaring\nthe registration of such registered limited liability partnership to be\nrevoked pursuant to this subdivision. The department of state shall file\nthe original proclamation in its office and shall publish a copy thereof\nin the state register no later than three months following the date of\nsuch proclamation. This shall not apply to registered limited liability\npartnerships that have filed a statement with the department of state\nthrough the department of taxation and finance. Upon the publication of\nsuch proclamation in the manner aforesaid, the registration of each\nregistered limited liability partnership named in such proclamation\nshall be deemed revoked without further legal proceedings. Any\nregistered limited liability partnership whose registration was so\nrevoked may file in the department of state a statement required by this\nsubdivision. The filing of such statement shall have the effect of\nannulling all of the proceedings theretofore taken for the revocation of\nthe registration of such registered limited liability partnership under\nthis subdivision and (1) the registered limited liability partnership\nshall thereupon have such powers, rights, duties and obligations as it\nhad on the date of the publication of the proclamation, with the same\nforce and effect as if such proclamation had not been made or published\nand (2) such publication shall not affect the applicability of the\nprovisions of subdivision (b) of section twenty-six of this chapter to\nany debt, obligation or liability incurred, created or assumed from the\ndate of publication of the proclamation through the date of the filing\nof the statement with the department of state. If, after the publication\nof such proclamation, it shall be determined by the department of state\nthat the name of any registered limited liability partnership was\nerroneously included in such proclamation, the department of state shall\nmake appropriate entry on its records, which entry shall have the effect\nof annulling all of the proceedings theretofore taken for the revocation\nof the registration of such registered limited liability partnership\nunder this subdivision and (A) such registered limited liability\npartnership shall have such powers, rights, duties and obligations as it\nhad on the date of the publication of the proclamation, with the same\nforce and effect as if such proclamation had not been made or published\nand (B) such publication shall not affect the applicability of the\nprovisions of subdivision (b) of section twenty-six of this chapter to\nany debt, obligation or liability incurred, created or assumed from the\ndate of publication of the proclamation through the date of the making\nof the entry on the records of the department of state. Whenever a\nregistered limited liability partnership whose registration was revoked\nshall have filed a statement pursuant to this subdivision or if the name\nof a registered limited liability partnership was erroneously included\nin a proclamation and such proclamation was annulled, the department of\nstate shall publish a notice thereof in the state register.\n (h) The filing of a withdrawal notice by a registered limited\nliability partnership pursuant to subdivision (f) of this section, a\nrevocation of registration pursuant to subdivision (g) of this section\nand the filing of a certificate of amendment pursuant to subdivision (j)\nof this section shall not affect the applicability of the provisions of\nsubdivision (b) of section twenty-six of this chapter to any debt,\nobligation or liability incurred, created or assumed while the\npartnership was a registered limited liability partnership. After a\nwithdrawal or revocation of registration, the partnership without\nlimited partners shall for all purposes remain the same entity that\nexisted during registration and continues to be a partnership without\nlimited partners under the laws of this state.\n (i) The department of state shall remove from its active records the\nregistration of a registered limited liability partnership whose\nregistration has been withdrawn or revoked.\n (j) A registration or statement filed with the department of state\nunder this section may be amended or corrected by filing with the\ndepartment of state a certificate of amendment executed by one or more\npartners of the registered limited liability partnership. No later than\nninety days after (i) a change in the name of the registered limited\nliability partnership or (ii) a partner of the registered limited\nliability partnership becomes aware that any statement in a registration\nor statement was false in any material respect when made or that an\nevent has occurred which makes the registration or statement inaccurate\nin any material respect, the registered limited liability partnership\nshall file a certificate of amendment. The filing of a certificate of\namendment shall be accompanied by a fee of sixty dollars. The\ncertificate of amendment shall set forth: (i) the name of the limited\nliability partnership and, if it has been changed, the name under which\nit was registered and (ii) the date of filing its initial registration\nor statement.\n (j-1) A certificate of change which changes only the post office\naddress to which the secretary of state shall mail a copy of any process\nagainst a registered limited liability partnership served upon him or\nher, and/or the email address to which the secretary of state shall\nemail a notice of the fact that process against it has been\nelectronically served upon the secretary of state, and/or the address of\nthe registered agent, provided such address being changed is the address\nof a person, partnership or corporation whose address, as agent, is the\naddress to be changed, and/or the email address being changed is the\nemail address of a person, partnership or other corporation whose email\naddress, as agent, is the email address to be changed, and/or who has\nbeen designated as registered agent for such registered limited\nliability partnership shall be signed and delivered to the department of\nstate by such agent. The certificate of change shall set forth: (i) the\nname of the registered limited liability partnership and, if it has been\nchanged, the name under which it was originally filed with the\ndepartment of state; (ii) the date of filing of its initial registration\nor notice statement; (iii) each change effected thereby; (iv) that a\nnotice of the proposed change was mailed to the limited liability\npartnership by the party signing the certificate not less than thirty\ndays prior to the date of delivery to the department of state and that\nsuch limited liability partnership has not objected thereto; and (v)\nthat the party signing the certificate is the agent of such limited\nliability partnership to whose address the secretary of state is\nrequired to mail copies of process, and/or to whose email address the\nsecretary of state is required to mail a notice of the fact that process\nagainst it has been electronically served upon the secretary of state,\nand/or the registered agent, if such be the case. A certificate signed\nand delivered under this subdivision shall not be deemed to effect a\nchange of location of the office of the limited liability partnership in\nwhose behalf such certificate is filed. The certificate of change shall\nbe accompanied by a fee of five dollars.\n (k) The filing of a certificate of amendment pursuant to subdivision\n(j) of this section with the department of state shall not alter the\neffective date of the registration being amended or corrected.\n (l) Except as otherwise provided in any agreement between the\npartners, the decision of a partnership without limited partners to\nfile, withdraw or amend a registration pursuant to subdivision (a), (f)\nor (j), respectively, of this section is an ordinary matter connected\nwith partnership business under subdivision eight of section forty of\nthis chapter.\n (m) A registered limited liability partnership, other than a\nregistered limited liability partnership authorized to practice law,\nshall be under the supervision of the regents of the university of the\nstate of New York and be subject to disciplinary proceedings and\npenalties in the same manner and to the same extent as is provided with\nrespect to individuals and their licenses, certificates and\nregistrations in title eight of the education law relating to the\napplicable profession. Notwithstanding the provisions of this\nsubdivision, a registered limited liability partnership authorized to\npractice medicine shall be subject to the pre-hearing procedures and\nhearing procedures as are provided with respect to individual physicians\nand their licenses in title two-A of article two of the public health\nlaw. In addition to rendering the professional service or services the\npartners are authorized to practice in this state, a registered limited\nliability partnership may carry on, or conduct or transact any other\nbusiness or activities as to which a partnership without limited\npartners may be formed. Notwithstanding any other provision of this\nsection, a registered limited liability partnership (i) authorized to\npractice law may only engage in another profession or business or\nactivities or (ii) which is engaged in a profession or other business or\nactivities other than law may only engage in the practice of law, to the\nextent not prohibited by any other law of this state or any rule adopted\nby the appropriate appellate division of the supreme court or the court\nof appeals. Any registered limited liability partnership may invest its\nfunds in real estate, mortgages, stocks, bonds or any other types of\ninvestments.\n (n) No registered limited liability partnership may render a\nprofessional service except through individuals authorized by law to\nrender such professional service as individuals, provided, that nothing\nin this chapter shall authorize a registered limited liability\npartnership to render a professional service in this state except\nthrough individuals authorized by law to render such professional\nservice as individuals in this state.\n (o) This section shall not repeal, modify or restrict any provision of\nthe education law or the judiciary law or any rules or regulations\nadopted thereunder regulating the professions referred to in the\neducation law or the judiciary law except to the extent in conflict\nherewith.\n (p) A certified copy of the registration and of each certificate of\namendment shall be filed by the registered limited liability partnership\nwith the licensing authority within thirty days after the filing of such\nregistration or amendment with the department of state.\n (q) Each partner of a registered limited liability partnership formed\nto provide medical services in this state must be licensed pursuant to\narticle 131 of the education law to practice medicine in this state and\neach partner of a registered limited liability partnership formed to\nprovide dental services in this state must be licensed pursuant to\narticle 133 of the education law to practice dentistry in this state.\nEach partner of a registered limited liability partnership formed to\nprovide veterinary services in this state must be licensed pursuant to\narticle 135 of the education law to practice veterinary medicine in this\nstate. Each partner of a registered limited liability partnership formed\nto provide public accountancy services as a firm, whose principal place\nof business is in this state and who provides public accountancy\nservices, must be licensed pursuant to article 149 of the education law\nto practice public accountancy in this state. Each partner of a\nregistered limited liability partnership formed to provide professional\nengineering, land surveying, geological services, architectural and/or\nlandscape architectural services in this state must be licensed pursuant\nto article 145, article 147 and/or article 148 of the education law to\npractice one or more of such professions in this state. Each partner of\na registered limited liability partnership formed to provide licensed\nclinical social work services in this state must be licensed pursuant to\narticle 154 of the education law to practice clinical social work in\nthis state. Each partner of a registered limited liability partnership\nformed to provide creative arts therapy services in this state must be\nlicensed pursuant to article 163 of the education law to practice\ncreative arts therapy in this state. Each partner of a registered\nlimited liability partnership formed to provide marriage and family\ntherapy services in this state must be licensed pursuant to article 163\nof the education law to practice marriage and family therapy in this\nstate. Each partner of a registered limited liability partnership formed\nto provide mental health counseling services in this state must be\nlicensed pursuant to article 163 of the education law to practice mental\nhealth counseling in this state. Each partner of a registered limited\nliability partnership formed to provide psychoanalysis services in this\nstate must be licensed pursuant to article 163 of the education law to\npractice psychoanalysis in this state. Each partner of a registered\nlimited liability partnership formed to provide applied behavior\nanalysis service in this state must be licensed or certified pursuant to\narticle 167 of the education law to practice applied behavior analysis\nin this state. A registered limited liability partnership formed to\nlawfully engage in the practice of public accountancy as a firm, as such\npractice is defined under article 149 of the education law, shall be\nrequired to show (1) that a simple majority of the ownership of the\nfirm, in terms of financial interests and voting rights held by the\nfirm's owners, belongs to individuals licensed to practice public\naccountancy in some state, and (2) that all partners of a limited\nliability partnership whose principal place of business is in this\nstate, and who are engaged in the practice of public accountancy in this\nstate, hold a valid license issued under section seventy-four hundred\nfour of the education law. For purposes of this subdivision, "financial\ninterest" means capital stock, capital accounts, capital contributions,\ncapital interest, or interest in undistributed earnings of a business\nentity. Although firms registered with the education department may\ninclude non-licensee owners, the 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 accounts," or the abbreviations\n"CPA" or "CPAs". Each non-licensee owner of a firm that is formed under\nthis section shall be (1) a natural person who actively participates in\nthe business of the firm or its affiliated entities, or (2) an entity,\nincluding, but not limited to, a partnership or professional\ncorporation, provided each beneficial owner of an equity interest in\nsuch entity is a natural person who actively participates in the\nbusiness conducted by the firm or its affiliated entities. For purposes\nof this subdivision, "actively participate" means to provide services to\nclients or to otherwise individually take part in the day-to-day\nbusiness or management of the firm or an affiliated entity.\n