senate Bill S4596A

Amended

Relates to certified public accountants

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Bill Status


  • Introduced
  • In Committee
  • On Floor Calendar
    • Passed Senate
    • Passed Assembly
  • Delivered to Governor
  • Signed/Vetoed by Governor
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actions

  • 12 / Apr / 2013
    • REFERRED TO HIGHER EDUCATION
  • 08 / Jan / 2014
    • REFERRED TO HIGHER EDUCATION
  • 07 / Mar / 2014
    • AMEND (T) AND RECOMMIT TO HIGHER EDUCATION
  • 07 / Mar / 2014
    • PRINT NUMBER 4596A
  • 06 / Jun / 2014
    • AMEND AND RECOMMIT TO HIGHER EDUCATION
  • 06 / Jun / 2014
    • PRINT NUMBER 4596B
  • 09 / Jun / 2014
    • COMMITTEE DISCHARGED AND COMMITTED TO RULES
  • 09 / Jun / 2014
    • ORDERED TO THIRD READING CAL.1208
  • 10 / Jun / 2014
    • PASSED SENATE
  • 10 / Jun / 2014
    • DELIVERED TO ASSEMBLY
  • 10 / Jun / 2014
    • REFERRED TO HIGHER EDUCATION

Summary

Relates to certified public accountants.

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Bill Details

See Assembly Version of this Bill:
A9771
Versions:
S4596
S4596A
S4596B
Legislative Cycle:
2013-2014
Current Committee:
Assembly Higher Education
Law Section:
Education Law
Laws Affected:
Amd §7408, Ed L; amd §§1503 & 1525, BC L; amd §§2, 121-1500, 121-1502 & 121-101, Partn L; amd §§1207 & 1301, Lim Lil L

Sponsor Memo

BILL NUMBER:S4596A

TITLE OF BILL: An act to amend the education law, the business
corporation law, the partnership law and the limited liability company
law, in relation to certified public accountants

PURPOSE: This bill would amend the education law to allow non-CPAs to
be minority owners of CPA firms, consistent with 49 other states and
jurisdictions.

SUMMARY OF PROVISIONS:

Section 7408 of the Education Law is amended as follows:

* Licensed CPAs must hold up to a simple majority of the ownership;

* A licensed CPA or CPA with practice privileges must be responsible
for registration of the firm;

* The partner/owner in charge of attest services must be a licensed
CPA;

* All non-CPA owners must be actively engaged in working for the firm
or an affiliated entity; and

* Passive ownership is not permitted.

Section 1503 of the Business Corporation Law is amended as follows:

* To allow for non-CPA ownership provisions as defined by the
amendments in section 7408 of the education law, to be applicable to
accounting firms who have incorporated as professional service
corporations.

Section 1525 of the Business Corporation Law is amended as follows:

* To allow for non-CPA ownership provisions as defined by the
amendments to section 7408 of the education law, to be applicable to
accounting firms who have incorporated as foreign professional service
corporations.

Section 2 of the Partnership Law is amended as follows:

* To allow for non-CPA ownership provisions as defined by the
amendments to section 7408 of the education law, to be applicable to
accounting firms who have incorporated as professional partnerships.

Section 121-1500 of the Partnership law is amended as follows:

* To allow for non-CPA ownership provisions as defined by the
amendments to section 7408 of the Education Law, to be applicable to
accounting firms who have incorporated as limited liability
partnerships.

Section 121-1502 of the Partnership law is amended as follows:


* To allow for non-CPA ownership provisions as defined by the
amendments to section 7408 of the Education Law, to be applicable to
accounting firms who have incorporated as foreign limited liability
partnerships.

Section 121-101 of the Partnership Law is amended as follows:

* To allow for non-CPA ownership provisions as defined by the
amendments to section 7408 of the Education Law, to be applicable to
accounting firms who have incorporated as limited partnerships.

Section 1207 of the Limited Liability Company Law is amended as
follows:

* To allow for non-CPA ownership provisions as defined by the
amendments to section 7408 of the Education Law, to be applicable to
accounting firms who have incorporated as professional service limited
liability companies.

Section 1301 of the Limited Liability company Law is amended as
follows:

* To allow for non-CPA ownership provisions as defined by the
amendments to section 7408 of the Education Law, to be applicable to
accounting firms who have incorporated as foreign professional service
limited liability companies.

JUSTIFICATION: By enacting this legislation, New York would be
joining 49 other states and jurisdictions in allowing for non-CPA
ownership of firms. In 2012, Connecticut enacted similar legislation,
leaving New York as the last state in the region without this proposal
in law. The provisions of the legislation are consistent with and
modeled after sections provided in the Uniform Accountancy Act (UAA).

This legislation is needed so that New York CPA firms can better serve
New York clients. As global competition, the complexity of business
structures and rapid technological breakthroughs continue to redefine
commerce, accounting firms of all sizes, use the services of non-CPAs
to help them navigate the dynamic terrain of today's business
environment. These non-CPA professionals are critically important to
the effectiveness of a CPA practice. In today's world, firms want to
provide the best quality audits and this very often requires the
skills of non-CPAs, such as systems engineers and other IT
professionals, valuation specialists, actuaries, industry experts and
others. Clients have come to expect that these specialists will
participate in the CPA firm's work and the audit work product is
better because of it.

CPA firm work, however, remains just that, the work of a CPA firm.
This legislation limits the percentage of allowed non-CPA firm owners,
ensuring that non-licensees can only ever have a minority interest in
the firm. Further, enacting this legislation will even the playing
field so that New York CPA firms will be permitted to have the same
options to diversity their firm resources as firms in neighboring
states who come in to New York to practice under mobility In addition,
smaller CPA firms will find it easier to have a succession plan as
they transition to the next generation.


Many clients now expect that a CPA firm will employ non-CPAs with
significant expertise in specialized areas such as information
technology. Therefore, CPA firms have a real need to attract and
retain "the best and brightest" in these areas and to incorporate
these individuals into the firm's culture. The vast majority of states
and jurisdictions have recognized this need and have implemented one
method of doing this which is to give an individual an ownership stake
in the firm so that all of these individuals have a shared interest in
the long-term viability of the firm. This bill will benefit firms, the
profession and the state by attracting additional business and job
opportunities.

LEGISLATIVE HISTORY: This is a new bill, however, current State
Education Department regulations already allow for profit sharing with
non-CPA's in a CPA firm of up to 35%.

FISCAL IMPLICATIONS: None.

EFFECTIVE DATE: Immediately.

view bill text
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 4596--A

                       2013-2014 Regular Sessions

                            I N  S E N A T E

                             April 12, 2013
                               ___________

Introduced by Sens. LAVALLE, STAVISKY -- read twice and ordered printed,
  and  when printed to be committed to the Committee on Higher Education
  -- recommitted to the Committee on Higher Education in accordance with
  Senate Rule 6, sec. 8 -- committee discharged, bill  amended,  ordered
  reprinted as amended and recommitted to said committee

AN  ACT  to  amend  the education law, the business corporation law, the
  partnership law and the limited liability company law, in relation  to
  certified public accountants

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. Subdivision 2 of section 7408  of  the  education  law,  as
amended  by  chapter  651  of  the  laws  of 2008, is amended to read as
follows:
  2. A. No firm shall use the words  "certified  public  accountant"  or
"certified  public  accountants"  or  the  letters  "CPA"  or  "CPAs" in
connection with its name unless the sole proprietor of such firm or each
partner of a partnership or limited liability partnership, member  of  a
limited  liability  company  or  shareholder  of  a professional service
corporation engaged within the United States in the practice  of  public
accountancy  is in good standing as a certified public accountant of one
or more of the states of the United States.   NOTWITHSTANDING ANY  OTHER
PROVISIONS  OF  LAW,  AN  APPLICANT FOR INITIAL ISSUANCE OR RENEWAL OF A
FIRM PERMIT TO PRACTICE UNDER THIS SECTION SHALL BE REQUIRED TO SHOW (1)
THAT A SIMPLE MAJORITY OF THE OWNERSHIP OF THE FIRM, IN TERMS OF  FINAN-
CIAL  INTERESTS,  INCLUDING  OWNERSHIP-BASED  COMPENSATION,  AND  VOTING
RIGHTS HELD BY THE FIRM'S OWNERS, BELONGS  TO  INDIVIDUALS  LICENSED  TO
PRACTICE  PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT ALL PARTNERS OF
A PARTNERSHIP OR LIMITED LIABILITY PARTNERSHIP, OR MEMBERS OF A  LIMITED
LIABILITY COMPANY, OR SHAREHOLDERS OF A PROFESSIONAL SERVICE CORPORATION
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

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD10267-02-4

S. 4596--A                          2

LICENSE  ISSUED  UNDER SECTION SEVENTY-FOUR HUNDRED FOUR OF THIS ARTICLE
OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER  SECTION  SEVENTY-FOUR  HUNDRED
FIVE  OF  THIS  ARTICLE. ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS,
THE FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE BOARD.
NOTWITHSTANDING  THE FOREGOING, A FIRM REGISTERED UNDER THIS SECTION 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."
  B.  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  CORPO-
RATION,  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.
  S 2. Section 1503 of the business corporation law is amended by adding
a new paragraph (h) to read as follows:
  (H) ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF LAWFULLY ENGAGING
IN  THE  PRACTICE OF PUBLIC ACCOUNTANCY THAT IS REGISTERED UNDER SECTION
SEVENTY-FOUR HUNDRED EIGHT OF THE EDUCATION LAW MAY BE INCORPORATED AS A
PROFESSIONAL SERVICE CORPORATION UNDER THIS ARTICLE.  SUCH A FIRM  SHALL
HAVE  ATTACHED  TO  ITS  CERTIFICATE  OF  INCORPORATION A CERTIFICATE OR
CERTIFICATES DEMONSTRATING THE FIRM'S COMPLIANCE  WITH  PARAGRAPH  A  OF
SUBDIVISION  TWO  OF SECTION SEVENTY-FOUR HUNDRED EIGHT OF THE EDUCATION
LAW, IN LIEU OF THE CERTIFICATE OR CERTIFICATES REQUIRED BY SUBPARAGRAPH
(II) OF PARAGRAPH (B) OF THIS SECTION.
  S 3. Paragraph (d) of section 1525 of the business corporation law, as
added by chapter 505 of the laws of 1983, is amended to read as follows:
  (d) "Foreign professional service corporation"  means  a  professional
service corporation, whether or not denominated as such, organized under
the  laws of a jurisdiction other than this state, all of the sharehold-
ers, directors and officers of which  are  authorized  and  licensed  to
practice  the  profession  for  which such corporation is licensed to do
business; except that all shareholders,  directors  and  officers  of  a
foreign  professional service corporation which provides health services
in this state shall be licensed in this state.  ANY FIRM ESTABLISHED FOR
THE BUSINESS PURPOSE OF LAWFULLY ENGAGING  IN  THE  PRACTICE  OF  PUBLIC
ACCOUNTANCY THAT IS LICENSED UNDER SECTION SEVENTY-FOUR HUNDRED EIGHT OF
THE  EDUCATION LAW MAY BE INCORPORATED AS A FOREIGN PROFESSIONAL SERVICE
CORPORATION UNDER THIS ARTICLE.
  S 4. The fourteenth undesignated paragraph of section 2 of  the  part-
nership  law, as added by chapter 576 of the laws of 1994, is amended to
read as follows:
  "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 with-
out 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 profes-
sional service within this state; except that all partners of a  profes-
sional  partnership that provides medical services in this state must be

S. 4596--A                          3

licensed pursuant to article 131 of the education law to practice  medi-
cine  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, 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; AND
FURTHER EXCEPT THAT ALL PARTNERS  OF  A  PROFESSIONAL  PARTNERSHIP  THAT
PROVIDES  PUBLIC ACCOUNTANCY SERVICES, WHOSE PRINCIPAL PLACE OF BUSINESS
IS IN THIS STATE AND WHO PROVIDE PUBLIC ACCOUNTANCY  SERVICES,  MUST  BE
LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC
ACCOUNTANCY IN THIS STATE.
  S  5.  Subdivision  (q) of section 121-1500 of the partnership law, as
amended by chapter 554 of the laws  of  2013,  is  amended  to  read  as
follows:
  (q)  Each partner of a registered limited liability partnership formed
to provide medical services in this state must be licensed  pursuant  to
article  131 of the education law to practice medicine in this state and
each partner of a registered limited  liability  partnership  formed  to
provide dental services in this state must be licensed pursuant to arti-
cle  133 of the education law to practice dentistry in this state.  Each
partner of a registered limited liability partnership formed to  provide
veterinary  services  in this state must be licensed pursuant to article
135 of the education law to practice veterinary medicine in this  state.
EACH  PARTNER  OF  A  REGISTERED LIMITED LIABILITY PARTNERSHIP FORMED TO
PROVIDE PUBLIC ACCOUNTANCY SERVICES, WHOSE PRINCIPAL PLACE  OF  BUSINESS
IS  IN  THIS STATE AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES, MUST BE
LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC
ACCOUNTANCY IN THIS STATE. Each partner of a registered limited  liabil-
ity partnership formed to provide professional engineering, land survey-
ing, 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. Each partner of a registered limited liability partnership formed
to  provide licensed clinical social work services in this state must be
licensed pursuant to article 154 of the education law to practice  clin-
ical  social  work  in  this state. Each partner of a registered limited
liability partnership formed to provide creative arts  therapy  services
in  this state must be licensed pursuant to article 163 of the education
law to practice creative arts therapy in this state. Each partner  of  a
registered  limited liability partnership formed to provide marriage and
family therapy services in this state must be licensed pursuant to arti-
cle 163 of the education law to practice marriage and family therapy  in
this  state.  Each partner of a registered limited liability partnership
formed to provide mental health counseling services in this  state  must
be  licensed  pursuant  to  article 163 of the education law to practice
mental health counseling in this state. Each  partner  of  a  registered
limited  liability partnership formed to provide psychoanalysis services
in this state must be licensed pursuant to article 163 of the  education
law  to  practice psychoanalysis in this state. Each partner of a regis-
tered limited liability partnership formed to provide  applied  behavior
analysis service in this state must be licensed or certified pursuant to
article  167  of the education law to practice applied behavior analysis
in this state.

S. 4596--A                          4

  S 6. Subdivision (q) of section 121-1502 of the  partnership  law,  as
amended  by  chapter  554  of  the  laws  of 2013, is amended to read as
follows:
  (q)  Each  partner  of  a  foreign limited liability partnership which
provides medical services in this state must  be  licensed  pursuant  to
article  131  of the education law to practice medicine in the state and
each partner of a foreign limited liability partnership  which  provides
dental services in the state must be licensed pursuant to article 133 of
the education law to practice dentistry in this state. Each partner of a
foreign  limited liability partnership which provides veterinary service
in the state shall be licensed pursuant to article 135 of the  education
law  to  practice  veterinary  medicine in this state. Each partner of a
foreign limited liability partnership which provides professional  engi-
neering,  land  surveying,  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.  EACH PARTNER OF A REGISTERED FOREIGN LIMITED LIABIL-
ITY PARTNERSHIP FORMED TO PROVIDE  PUBLIC  ACCOUNTANCY  SERVICES,  WHOSE
PRINCIPAL  PLACE  OF  BUSINESS  IS IN THIS STATE AND WHO PROVIDES PUBLIC
ACCOUNTANCY SERVICES, MUST BE LICENSED PURSUANT TO ARTICLE  149  OF  THE
EDUCATION LAW TO PRACTICE PUBLIC ACCOUNTANCY IN THIS STATE. Each partner
of a foreign limited liability partnership which provides licensed clin-
ical  social  work  services  in this state must be licensed pursuant to
article 154 of the education law to practice  licensed  clinical  social
work in this state. Each partner of a foreign limited liability partner-
ship which provides creative arts therapy services in this state must be
licensed  pursuant to article 163 of the education law to practice crea-
tive arts therapy in this state.  Each  partner  of  a  foreign  limited
liability   partnership  which  provides  marriage  and  family  therapy
services in this state must be licensed pursuant to article 163  of  the
education  law  to  practice  marriage and family therapy in this state.
Each partner of a foreign limited liability partnership  which  provides
mental  health counseling services in this state must be licensed pursu-
ant to article 163 of the education law to practice mental health  coun-
seling  in this state. Each partner of a foreign limited liability part-
nership which provides psychoanalysis services in  this  state  must  be
licensed  pursuant  to  article  163  of  the  education law to practice
psychoanalysis in this state. Each partner of a foreign limited  liabil-
ity  partnership  which  provides  applied behavior analysis services in
this state must be licensed or certified pursuant to article 167 of  the
education law to practice applied behavior analysis in this state.
  S  7.  Subdivision  (h)  of section 121-101 of the partnership law, as
added by chapter 950 of the laws of 1990, is amended to read as follows:
  (h) "Limited partnership" and  "domestic  limited  partnership"  mean,
unless  the  context otherwise requires, a partnership (i) formed by two
or more persons pursuant to this article or which complies with subdivi-
sion (a) of section 121-1202 of this article and (ii) having one or more
general partners and one or more limited partners.  ANY FIRM ESTABLISHED
FOR THE BUSINESS PURPOSE OF LAWFULLY ENGAGING IN THE PRACTICE OF  PUBLIC
ACCOUNTANCY THAT IS LICENSED UNDER SECTION SEVENTY-FOUR HUNDRED EIGHT OF
ARTICLE  149 OF THE EDUCATION LAW MAY BE FORMED AS A LIMITED PARTNERSHIP
UNDER THIS ARTICLE.
  S 8. Subdivision (b) of section 1207 of the limited liability  company
law,  as  amended by chapter 554 of the laws of 2013, is amended to read
as follows:

S. 4596--A                          5

  (b) With respect to a professional service limited  liability  company
formed to provide medical services as such services are defined in arti-
cle  131  of  the  education  law, each member of such limited liability
company must be licensed pursuant to article 131 of the education law to
practice  medicine in this state. With respect to a professional service
limited liability company formed to  provide  dental  services  as  such
services are defined in article 133 of the education law, each member of
such  limited liability company must be licensed pursuant to article 133
of the education law to practice dentistry in this state.  With  respect
to  a  professional  service limited liability company formed to provide
veterinary services as such services are defined in article 135  of  the
education  law,  each  member  of such limited liability company must be
licensed pursuant to article 135 of the education law to practice veter-
inary medicine in this state. With respect  to  a  professional  service
limited  liability  company  formed to provide professional engineering,
land surveying, 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 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 PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY FORMED
TO PROVIDE PUBLIC ACCOUNTANCY SERVICES AS SUCH SERVICES ARE  DEFINED  IN
ARTICLE  149  OF THE EDUCATION LAW EACH MEMBER OF SUCH LIMITED LIABILITY
COMPANY WHOSE PRINCIPAL PLACE OF BUSINESS  IS  IN  THIS  STATE  AND  WHO
PROVIDES PUBLIC ACCOUNTANCY SERVICES, MUST BE LICENSED PURSUANT TO ARTI-
CLE  149  OF  THE  EDUCATION  LAW TO PRACTICE PUBLIC ACCOUNTANCY IN THIS
STATE. With respect to a professional service limited liability  company
formed  to  provide  licensed  clinical  social  work  services  as such
services are defined in article 154 of the education law, each member of
such limited liability company shall be licensed pursuant to article 154
of the education law to practice licensed clinical social work  in  this
state.  With respect to a professional service limited liability company
formed to provide creative arts therapy services as  such  services  are
defined in article 163 of the education law, each member of such limited
liability company must be licensed pursuant to article 163 of the educa-
tion  law  to practice creative arts therapy in this state. With respect
to a professional service limited liability company  formed  to  provide
marriage  and  family  therapy  services as such services are defined in
article 163 of the education law, each member of such 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
professional service limited liability company formed to provide  mental
health  counseling  services as such services are defined in article 163
of the education law, each member of such 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 professional
service limited  liability  company  formed  to  provide  psychoanalysis
services  as  such  services are defined in article 163 of the education
law, each member of such limited  liability  company  must  be  licensed
pursuant  to article 163 of the education law to practice psychoanalysis
in this state. With respect to a professional service limited  liability
company  formed  to  provide  applied behavior analysis services as such
services are defined in article 167 of the education law, each member of
such limited liability company must be licensed or certified pursuant to
article 167 of the education law to practice applied  behavior  analysis
in this state.

S. 4596--A                          6

  S 9. Subdivisions (a) and (f) of section 1301 of the limited liability
company  law,  subdivision  (a) as amended by chapter 554 of the laws of
2013 and subdivision (f) as amended by chapter 170 of the laws of  1996,
are amended to read as follows:
  (a)  "Foreign  professional service limited liability company" means a
professional service limited liability company, whether or  not  denomi-
nated  as  such,  organized  under the laws of a jurisdiction other than
this state, (i) each of whose members and managers, if any, is a profes-
sional 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 profes-
sional  service limited liability company within thirty days of the date
such professional becomes a member, or each of whose members and  manag-
ers,  if  any, is a professional at least one of such members is author-
ized 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 arti-
cle 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 educa-
tion  law to practice dentistry in this state. With respect to a foreign
professional service limited liability company  which  provides  profes-
sional  engineering,  land  surveying,  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 PROFES-
SIONAL SERVICE LIMITED LIABILITY COMPANY WHOSE PRINCIPAL PLACE OF  BUSI-
NESS  IS  IN  THIS  STATE  AND WHO PROVIDES PUBLIC ACCOUNTANCY SERVICES,
SHALL BE LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO  PRAC-
TICE PUBLIC ACCOUNTANCY IN THIS STATE. With respect to a foreign profes-
sional  service  limited liability company which provides licensed clin-

S. 4596--A                          7

ical 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 prac-
tice 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  arti-
cle  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.
  (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 with-
out 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 profes-
sional service within this state; except that all partners of a  profes-
sional  partnership that provides medical services in this state must be
licensed pursuant to article 131 of the education law to practice  medi-
cine  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, 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.   WITH RESPECT TO A PROFES-
SIONAL PARTNERSHIP WHICH PROVIDES PUBLIC ACCOUNTANCY  SERVICES  AS  SUCH
SERVICES ARE DEFINED IN ARTICLE 149 OF THE EDUCATION LAW, EACH MEMBER OF
SUCH  PROFESSIONAL  PARTNERSHIP  WHOSE PRINCIPAL PLACE OF BUSINESS IS IN

S. 4596--A                          8

THIS STATE AND  WHO  PROVIDES  PUBLIC  ACCOUNTANCY  SERVICES,  SHALL  BE
LICENSED PURSUANT TO ARTICLE 149 OF THE EDUCATION LAW TO PRACTICE PUBLIC
ACCOUNTANCY.
  S 10. This act shall take effect immediately.

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