S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   3851
 
                        2017-2018 Regular Sessions
 
                             I N  S E N A T E
 
                             January 27, 2017
                                ___________
 
 Introduced  by  Sen. LAVALLE -- read twice and ordered printed, and when
   printed to be committed to the Committee on Higher Education
 
 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.  Section  7408 of the education law is amended by adding a
 new subdivision 6 to read as follows:
   6. NOTWITHSTANDING ANY OTHER PROVISION OF LAW, ANY FIRM ESTABLISHED TO
 LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY PURSUANT TO  ARTI-
 CLE FIFTEEN OF THE BUSINESS CORPORATION LAW, ARTICLES ONE AND EIGHT-B OF
 THE  PARTNERSHIP  LAW,  OR  ARTICLES  TWELVE AND THIRTEEN OF THE LIMITED
 LIABILITY COMPANY LAW SHALL BE DEEMED ELIGIBLE TO REGISTER  PURSUANT  TO
 THIS SECTION.
   § 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 INCORPORATING AS
 A PROFESSIONAL SERVICE CORPORATION FORMED  TO  LAWFULLY  ENGAGE  IN  THE
 PRACTICE OF PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED
 UNDER  ARTICLE  ONE  HUNDRED  FORTY-NINE  OF  THE EDUCATION LAW SHALL BE
 REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY  OF  THE  OWNERSHIP  OF  THE
 FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING OWNERSHIP-BASED COMPEN-
 SATION, AND VOTING RIGHTS HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVID-
 UALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT
 ALL  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 LICENSE ISSUED UNDER
 SECTION SEVENTY-FOUR HUNDRED FOUR OF THE EDUCATION  LAW  OR  ARE  PUBLIC
 ACCOUNTANTS  LICENSED  UNDER  SECTION  SEVENTY-FOUR  HUNDRED FIVE OF THE
 EDUCATION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE  FIRM
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
              

                                                            LBD07971-01-7

 S. 3851                             2
 
 AND  ITS OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD OF
 REGENTS.   NOTWITHSTANDING THE PROVISIONS  OF  THIS  PARAGRAPH,  A  FIRM
 INCORPORATED  UNDER THIS SECTION MAY NOT HAVE NON-LICENSEE OWNERS IF THE
 FIRM'S NAME INCLUDES THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTI-
 FIED  PUBLIC  ACCOUNTANTS,"  OR THE ABBREVIATIONS "CPA" OR "CPAS".  EACH
 NON-LICENSEE OWNER OF A FIRM THAT IS  INCORPORATED  UNDER  THIS  SECTION
 SHALL  BE  A NATURAL PERSON WHO ACTIVELY PARTICIPATES IN THE BUSINESS OF
 THE FIRM OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF  THIS  SUBDIVISION,
 "ACTIVELY PARTICIPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHER-
 WISE  INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF
 THE FIRM. SUCH A FIRM SHALL HAVE ATTACHED TO ITS CERTIFICATE OF INCORPO-
 RATION A CERTIFICATE OR CERTIFICATES DEMONSTRATING THE FIRM'S COMPLIANCE
 WITH THIS PARAGRAPH, IN LIEU OF THE CERTIFICATE OR CERTIFICATES REQUIRED
 BY SUBPARAGRAPH (II) OF PARAGRAPH (B) OF THIS SECTION.
   § 3. Section 1507 of the business corporation law is amended by adding
 a new paragraph (c) to read as follows:
   (C) ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING  AS
 A  PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF SECTION
 FIFTEEN HUNDRED THREE OF THIS ARTICLE MAY ISSUE  SHARES  TO  INDIVIDUALS
 WHO  ARE  AUTHORIZED BY LAW TO PRACTICE IN THIS STATE A PROFESSION WHICH
 SUCH CORPORATION IS AUTHORIZED TO PRACTICE AND  WHO  ARE  OR  HAVE  BEEN
 ENGAGED  IN  THE  PRACTICE  OF  SUCH PROFESSION IN SUCH CORPORATION OR A
 PREDECESSOR ENTITY, OR WHO WILL ENGAGE IN THE PRACTICE OF  SUCH  PROFES-
 SION  IN SUCH CORPORATION WITHIN THIRTY DAYS OF THE DATE SUCH SHARES ARE
 ISSUED AND MAY ALSO ISSUE SHARES TO EMPLOYEES  OF  THE  CORPORATION  NOT
 LICENSED AS CERTIFIED PUBLIC ACCOUNTANTS, PROVIDED THAT:
   (I)  AT  LEAST FIFTY-ONE PERCENT OF THE OUTSTANDING SHARES OF STOCK OF
 THE CORPORATION ARE OWNED BY CERTIFIED PUBLIC ACCOUNTANTS,
   (II) AT LEAST FIFTY-ONE PERCENT OF THE DIRECTORS ARE CERTIFIED  PUBLIC
 ACCOUNTANTS,
   (III)  AT LEAST FIFTY-ONE PERCENT OF THE OFFICERS ARE CERTIFIED PUBLIC
 ACCOUNTANTS,
   (IV) THE PRESIDENT, THE CHAIRPERSON OF THE BOARD OF DIRECTORS AND  THE
 CHIEF  EXECUTIVE  OFFICER  OR OFFICERS ARE CERTIFIED PUBLIC ACCOUNTANTS.
 NO SHAREHOLDER OF A FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF  INCOR-
 PORATING AS A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H)
 OF  SECTION  FIFTEEN  HUNDRED  THREE  OF THIS ARTICLE SHALL ENTER INTO A
 VOTING TRUST AGREEMENT, PROXY OR ANY OTHER TYPE OF AGREEMENT VESTING  IN
 ANOTHER  PERSON, OTHER THAN ANOTHER SHAREHOLDER OF THE SAME CORPORATION,
 THE AUTHORITY TO EXERCISE VOTING POWER OF ANY  OR  ALL  OF  HIS  OR  HER
 SHARES.  ALL  SHARES  ISSUED,  AGREEMENTS  MADE  OR  PROXIES  GRANTED IN
 VIOLATION OF THIS SECTION SHALL BE VOID.
   § 4. Section 1508 of the business corporation law is amended by adding
 a new paragraph (c) to read as follows:
   (C) THE DIRECTORS AND OFFICERS OF ANY FIRM ESTABLISHED FOR  THE  BUSI-
 NESS  PURPOSE  OF  INCORPORATING  AS  A PROFESSIONAL SERVICE CORPORATION
 PURSUANT TO PARAGRAPH (H) OF SECTION FIFTEEN HUNDRED THREE OF THIS ARTI-
 CLE MAY INCLUDE INDIVIDUALS WHO ARE  NOT  LICENSED  TO  PRACTICE  PUBLIC
 ACCOUNTANCY,  PROVIDED  HOWEVER  THAT  AT LEAST FIFTY-ONE PERCENT OF THE
 DIRECTORS, AT LEAST FIFTY-ONE PERCENT OF THE OFFICERS AND THE PRESIDENT,
 THE CHAIRPERSON OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE  OFFI-
 CER  OR  OFFICERS  ARE  AUTHORIZED  BY  LAW  TO PRACTICE IN THIS STATE A
 PROFESSION WHICH SUCH CORPORATION IS AUTHORIZED  TO  PRACTICE,  AND  ARE
 EITHER  SHAREHOLDERS  OF  SUCH CORPORATION OR ENGAGED IN THE PRACTICE OF
 THEIR PROFESSIONS IN SUCH CORPORATION.

 S. 3851                             3
 
   § 5. Section 1509 of the business corporation law, as amended by chap-
 ter 550 of the laws of 2011, is amended to read as follows:
 § 1509. Disqualification   of   shareholders,  directors,  officers  and
           employees.
   If any shareholder, director, officer or employee  of  a  professional
 service  corporation,  including  a  design  professional service corpo-
 ration, OR ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF  INCORPORAT-
 ING  AS  A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF
 SECTION FIFTEEN HUNDRED THREE OF THIS ARTICLE, who  has  been  rendering
 professional service to the public becomes legally disqualified to prac-
 tice  his  profession  within  this state, he shall sever all employment
 with, and financial interests (other than interests as a  creditor)  in,
 such  corporation  forthwith or as otherwise provided in section 1510 of
 this article. All provisions of law regulating the rendering of  profes-
 sional  services  by  a  person  elected or appointed to a public office
 shall be applicable to a shareholder, director, officer and employee  of
 such  corporation  in the same manner and to the same extent as if fully
 set forth herein. Such legal disqualification to practice his profession
 within this state shall be deemed to constitute an irrevocable offer  by
 the  disqualified  shareholder  to  sell  his shares to the corporation,
 pursuant to the provisions of section 1510 of this  article  or  of  the
 certificate of incorporation, by-laws or agreement among the corporation
 and all shareholders, whichever is applicable. Compliance with the terms
 of  such  offer  shall be specifically enforceable in the courts of this
 state. A professional service corporation's failure to  enforce  compli-
 ance with this provision shall constitute a ground for forfeiture of its
 certificate of incorporation and its dissolution.
   § 6. Paragraph (a) of section 1511 of the business corporation law, as
 amended  by  chapter 550 of the laws of 2011, is amended and a new para-
 graph (c) is added to read as follows:
   (a) No shareholder of a professional service corporation [or], INCLUD-
 ING a design professional service corporation, OR ANY  FIRM  ESTABLISHED
 FOR  THE  BUSINESS  PURPOSE  OF  INCORPORATING AS A PROFESSIONAL SERVICE
 CORPORATION PURSUANT TO PARAGRAPH (H) OF SECTION FIFTEEN  HUNDRED  THREE
 OF  THIS  ARTICLE,  may  sell or transfer his shares in such corporation
 except to another individual who is eligible to have  shares  issued  to
 him  by  such  corporation  or except in trust to another individual who
 would be eligible to receive shares if he were employed  by  the  corpo-
 ration.  Nothing  herein  contained  shall  be construed to prohibit the
 transfer of shares by operation of law or by court decree.  No transfer-
 ee of shares by operation of law or court decree may vote the shares for
 any purpose whatsoever except with respect  to  corporate  action  under
 sections  909 and 1001 of this chapter. The restriction in the preceding
 sentence shall not apply, however, where such transferee would be eligi-
 ble to have shares issued to him if he were an employee  of  the  corpo-
 ration  and,  if  there are other shareholders, a majority of such other
 shareholders shall fail to redeem the shares so transferred, pursuant to
 section 1510 of this article, within sixty  days  of  receiving  written
 notice  of  such  transfer. Any sale or transfer, except by operation of
 law or court decree or except for a corporation having only  one  share-
 holder,  may be made only after the same shall have been approved by the
 board of directors, or at a shareholders' meeting specially  called  for
 such  purpose  by  such  proportion,  not  less  than a majority, of the
 outstanding shares as may be provided in  the  certificate  of  incorpo-
 ration  or  in  the by-laws of such professional service corporation. At
 such shareholders' meeting the shares held by the shareholder  proposing

 S. 3851                             4
 
 to  sell  or  transfer  his  shares  may not be voted or counted for any
 purpose, unless all shareholders consent that such shares  be  voted  or
 counted.  The certificate of incorporation or the by-laws of the profes-
 sional  service corporation, or the professional service corporation and
 the shareholders by private agreement, may provide, in  lieu  of  or  in
 addition  to  the foregoing provisions, for the alienation of shares and
 may require the redemption or purchase of such  shares  by  such  corpo-
 ration  at  prices  and  in a manner specifically set forth therein. The
 existence of the restrictions on the sale  or  transfer  of  shares,  as
 contained  in  this  article  and,  if applicable, in the certificate of
 incorporation, by-laws, stock purchase or  stock  redemption  agreement,
 shall  be  noted  conspicuously on the face or back of every certificate
 for shares issued by a professional service  corporation.  Any  sale  or
 transfer in violation of such restrictions shall be void.
   (C)  A FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING AS A
 PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH  (H)  OF  SECTION
 FIFTEEN  HUNDRED  THREE  OF  THIS  ARTICLE, SHALL PURCHASE OR REDEEM THE
 SHARES OF A NON-LICENSED PROFESSIONAL SHAREHOLDER IN THE CASE OF HIS  OR
 HER TERMINATION OF EMPLOYMENT WITHIN THIRTY DAYS AFTER SUCH TERMINATION.
 A  FIRM  ESTABLISHED  FOR  THE  BUSINESS  PURPOSE  OF INCORPORATING AS A
 PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH  (H)  OF  SECTION
 FIFTEEN HUNDRED THREE OF THIS ARTICLE, SHALL NOT BE REQUIRED TO PURCHASE
 OR  REDEEM  THE  SHARES OF A TERMINATED NON-LICENSED PROFESSIONAL SHARE-
 HOLDER IF SUCH SHARES, WITHIN THIRTY DAYS AFTER  SUCH  TERMINATION,  ARE
 SOLD  OR  TRANSFERRED TO ANOTHER EMPLOYEE OF THE CORPORATION PURSUANT TO
 THIS ARTICLE.
   § 7. Paragraph (a) of section 1512 of the business corporation law, as
 amended by chapter 550 of the laws  of  2011,  is  amended  to  read  as
 follows:
   (a) Notwithstanding  any other provision of law, the name of a profes-
 sional service corporation,  including  a  design  professional  service
 corporation  AND ANY FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCOR-
 PORATING AS A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H)
 OF SECTION FIFTEEN HUNDRED THREE OF THIS ARTICLE, may contain  any  word
 which,  at  the  time  of  incorporation, could be used in the name of a
 partnership practicing a profession which the corporation is  authorized
 to  practice,  and  may  not contain any word which could not be used by
 such a partnership.   Provided, however,  the  name  of  a  professional
 service corporation may not contain the name of a deceased person unless
   (1) such  person's  name was part of the corporate name at the time of
 such person's death; or
   (2) such person's name was part of the name of an existing partnership
 and at least two-thirds of such partnership's partners become sharehold-
 ers of the corporation.
   § 8. Section 1514 of the business corporation law is amended by adding
 a new paragraph (c) to read as follows:
   (C) EACH FIRM ESTABLISHED FOR THE BUSINESS PURPOSE OF INCORPORATING AS
 A PROFESSIONAL SERVICE CORPORATION PURSUANT TO PARAGRAPH (H) OF  SECTION
 FIFTEEN  HUNDRED  THREE OF THIS ARTICLE SHALL, AT LEAST ONCE EVERY THREE
 YEARS ON OR BEFORE THE  DATE  PRESCRIBED  BY  THE  LICENSING  AUTHORITY,
 FURNISH  A  STATEMENT  TO  THE LICENSING AUTHORITY LISTING THE NAMES AND
 RESIDENCE ADDRESSES OF EACH SHAREHOLDER, DIRECTOR AND  OFFICER  OF  SUCH
 CORPORATION  AND  CERTIFY  AS THE DATE OF CERTIFICATION AND AT ALL TIMES
 OVER THE ENTIRE THREE YEAR PERIOD THAT:
   (I) AT LEAST FIFTY-ONE PERCENT OF THE OUTSTANDING SHARES OF  STOCK  OF
 THE CORPORATION ARE AND WERE OWNED BY CERTIFIED PUBLIC ACCOUNTANTS,

 S. 3851                             5
 
   (II)  AT  LEAST FIFTY-ONE PERCENT OF THE DIRECTORS ARE AND WERE CERTI-
 FIED PUBLIC ACCOUNTANTS,
   (III)  AT  LEAST FIFTY-ONE PERCENT OF THE OFFICERS ARE AND WERE CERTI-
 FIED PUBLIC ACCOUNTANTS,
   (IV) THE PRESIDENT, THE CHAIRPERSON OF THE BOARD OF DIRECTORS AND  THE
 CHIEF  EXECUTIVE  OFFICER  OR  OFFICERS  ARE  AND  WERE CERTIFIED PUBLIC
 ACCOUNTANTS.
 THE STATEMENT SHALL BE SIGNED BY THE PRESIDENT OR ANY  CERTIFIED  PUBLIC
 ACCOUNTANT  VICE-PRESIDENT  AND  ATTESTED  TO  BY  THE  SECRETARY OR ANY
 ASSISTANT SECRETARY OF THE CORPORATION.
   § 9. 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. NOTWITHSTANDING ANY OTHER
 PROVISION OF LAW A FOREIGN PROFESSIONAL SERVICE  CORPORATION  FORMED  TO
 LAWFULLY  ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY, AS SUCH PRACTICE
 IS DEFINED UNDER ARTICLE ONE HUNDRED FORTY-NINE OF THE EDUCATION LAW, OR
 EQUIVALENT STATE LAW, SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE MAJOR-
 ITY OF THE OWNERSHIP OF THE  FIRM,  IN  TERMS  OF  FINANCIAL  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 SHAREHOLDERS OF A FOREIGN
 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  LICENSE  ISSUED  UNDER  SECTION  SEVENTY-FOUR
 HUNDRED  FOUR  OF  THE  EDUCATION LAW OR ARE PUBLIC ACCOUNTANTS LICENSED
 UNDER SECTION SEVENTY-FOUR HUNDRED FIVE OF THE EDUCATION  LAW.  ALTHOUGH
 FIRMS  MAY  INCLUDE  NON-LICENSEE  OWNERS,  THE FIRM AND ITS OWNERS MUST
 COMPLY WITH RULES PROMULGATED BY THE STATE BOARD OF REGENTS.    NOTWITH-
 STANDING  THE  FOREGOING,  A  FIRM REGISTERED UNDER THIS SECTION MAY NOT
 HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES THE  WORDS  "CERTI-
 FIED  PUBLIC  ACCOUNTANT,"  OR  "CERTIFIED  PUBLIC  ACCOUNTANTS," OR THE
 ABBREVIATIONS "CPA" OR "CPAS." EACH NON-LICENSEE OWNER OF A FIRM THAT IS
 OPERATING UNDER THIS SECTION SHALL BE  A  NATURAL  PERSON  WHO  ACTIVELY
 PARTICIPATES  IN  THE  BUSINESS  OF THE FIRM OR ITS AFFILIATED ENTITIES,
 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 OTHER-
 WISE INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT  OF
 THE FIRM.
   §  10.  Subdivision (q) of section 121-1500 of the partnership law, as
 amended by chapter 475 of the laws  of  2014,  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

 S. 3851                             6
 
 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,  geological  services, 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 clinical social work in this state. Each part-
 ner 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 article 163 of the education law  to  prac-
 tice marriage and family therapy in this state. Each partner of a regis-
 tered  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 pursu-
 ant to article 163 of the education law to  practice  psychoanalysis  in
 this  state.  Each partner of a registered 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. NOTWITHSTANDING ANY
 OTHER PROVISIONS OF  LAW  A  LIMITED  LIABILITY  PARTNERSHIP  FORMED  TO
 LAWFULLY  ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY, AS SUCH PRACTICE
 IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE EDUCATION LAW, SHALL BE
 REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY  OF  THE  OWNERSHIP  OF  THE
 FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING OWNERSHIP-BASED COMPEN-
 SATION, AND VOTING RIGHTS HELD BY THE FIRM'S OWNERS, BELONGS TO INDIVID-
 UALS LICENSED TO PRACTICE PUBLIC ACCOUNTANCY IN SOME STATE, AND (2) THAT
 ALL PARTNERS OF A LIMITED LIABILITY PARTNERSHIP 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 LICENSE ISSUED UNDER SECTION
 7404 OF THE EDUCATION LAW  OR  ARE  PUBLIC  ACCOUNTANTS  LICENSED  UNDER
 SECTION 7405 OF THE EDUCATION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICEN-
 SEE  OWNERS,  THE FIRM AND ITS OWNERS MUST COMPLY WITH RULES PROMULGATED
 BY THE STATE BOARD OF REGENTS. 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 "CERTI-
 FIED PUBLIC ACCOUNTS," OR THE ABBREVIATIONS "CPA" OR "CPAS."  EACH  NON-
 LICENSEE  OWNER  OF A FIRM THAT IS INCORPORATED 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 CORPORATION, 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

 S. 3851                             7
 
 OR ITS AFFILIATED ENTITIES. FOR PURPOSES OF THIS SUBDIVISION,  "ACTIVELY
 PARTICIPATE"  MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHERWISE INDI-
 VIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
   §  11.  Subdivision (q) of section 121-1502 of the partnership law, as
 amended by chapter 475 of the laws  of  2014,  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, geological services, architectural and/or land-
 scape  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 FOREIGN
 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 foreign limited liability partnership
 which provides licensed clinical 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  partnership  which  provides  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  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  liabil-
 ity partnership which provides 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
 foreign  limited  liability  partnership  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 liability 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  analy-
 sis  in  this  state.    NOTWITHSTANDING  ANY  OTHER PROVISIONS OF LAW A
 FOREIGN LIMITED LIABILITY PARTNERSHIP FORMED TO LAWFULLY ENGAGE  IN  THE
 PRACTICE OF PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED
 UNDER  ARTICLE  149  OF THE EDUCATION LAW, 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 FOREIGN LIMITED LIABILITY PARTNERSHIP WHOSE PRINCIPAL PLACE  OF  BUSI-
 NESS  IS  IN  THIS  STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC
 ACCOUNTANCY IN THIS STATE, HOLD A VALID  LICENCE  ISSUED  UNDER  SECTION
 7404  OF  THE  EDUCATION  LAW  OR  ARE PUBLIC ACCOUNTANTS LICENSED UNDER

 S. 3851                             8

 SECTION 7405 OF THE EDUCATION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICEN-
 SEE OWNERS, THE FIRM AND ITS OWNERS MUST COMPLY WITH  RULES  PROMULGATED
 BY  THE  STATE  BOARD  OF REGENTS. 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 "CERTI-
 FIED PUBLIC ACCOUNTANTS," OR THE ABBREVIATIONS "CPA" OR  "CPAS."    EACH
 NON-LICENSEE  OWNER  OF  A  FIRM THAT IS INCORPORATED 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 CORPORATION, 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 INDI-
 VIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
   § 12. 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.  NOTWITHSTANDING ANY
 OTHER PROVISIONS OF LAW A LIMITED PARTNERSHIP OR DOMESTIC LIMITED  PART-
 NERSHIP FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY,
 AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE EDUCA-
 TION  LAW  SHALL  BE  REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF THE
 OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING OWNER-
 SHIP-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 LIMITED  PARTNERSHIP  OR  DOMESTIC
 LIMITED PARTNERSHIP, 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 LICENSE ISSUED UNDER SECTION 7404 OF THE EDUCATION LAW OR
 ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF THE EDUCATION LAW.
 ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE OWNERS, THE FIRM AND ITS  OWNERS
 MUST  COMPLY  WITH  RULES  PROMULGATED  BY  THE  STATE BOARD OF REGENTS.
 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." 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 PROFES-
 SIONAL CORPORATION, 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  BUSI-
 NESS OR MANAGEMENT OF THE FIRM.
   § 13. Subdivision (b) of section 1207 of the limited liability company
 law,  as  amended by chapter 475 of the laws of 2014, is amended to read
 as follows:
   (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

 S. 3851                             9
 
 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, landscape architectural and/or geological
 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 BUSI-
 NESS 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. 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  educa-
 tion  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 profes-
 sional 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 education law to practice  crea-
 tive  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 liabil-
 ity company must be licensed or certified pursuant to article 167 of the
 education law to practice  applied  behavior  analysis  in  this  state.
 NOTWITHSTANDING  ANY  OTHER  PROVISIONS  OF  LAW  A PROFESSIONAL SERVICE
 LIMITED LIABILITY COMPANY FORMED TO LAWFULLY ENGAGE IN THE  PRACTICE  OF
 PUBLIC ACCOUNTANCY, AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTI-
 CLE 149 OF THE EDUCATION LAW SHALL BE REQUIRED TO SHOW (1) THAT A SIMPLE

 S. 3851                            10
 
 MAJORITY  OF THE OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL 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 MEMBERS OF A LIMITED PROFES-
 SIONAL SERVICE LIMITED LIABILITY COMPANY, WHOSE PRINCIPAL PLACE OF BUSI-
 NESS  IS  IN  THIS  STATE, AND WHO ARE ENGAGED IN THE PRACTICE OF PUBLIC
 ACCOUNTANCY IN THIS STATE, HOLD A VALID  LICENSE  ISSUED  UNDER  SECTION
 7404  OF  THE  EDUCATION  LAW  OR  ARE PUBLIC ACCOUNTANTS LICENSED UNDER
 SECTION 7405 OF THE EDUCATION LAW. ALTHOUGH FIRMS MAY INCLUDE NON-LICEN-
 SEE OWNERS, THE FIRM AND ITS OWNERS MUST COMPLY WITH  RULES  PROMULGATED
 BY  THE  STATE  BOARD OF REGENTS.  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 "CERTI-
 FIED  PUBLIC  ACCOUNTANTS,"  OR  THE ABBREVIATIONS "CPA" OR "CPAS." 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 CORPORATION, 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 INDI-
 VIDUALLY TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
   § 14. Subdivision (a) of section 1301 of the limited liability company
 law, as amended by chapter 475 of the laws of 2014, is 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

 S. 3851                            11
 
 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, geologic, architectural and/or land-
 scape  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-
 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.  NOTWITHSTANDING  ANY
 OTHER PROVISIONS OF LAW A FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY
 COMPANY FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY,
 AS SUCH PRACTICE IS RESPECTIVELY DEFINED UNDER ARTICLE 149 OF THE EDUCA-

 S. 3851                            12
 
 TION  LAW  SHALL  BE  REQUIRED TO SHOW (1) THAT A SIMPLE MAJORITY OF THE
 OWNERSHIP OF THE FIRM, IN TERMS OF FINANCIAL INTERESTS, INCLUDING OWNER-
 SHIP-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  MEMBERS  OF  A  FOREIGN  LIMITED  PROFESSIONAL
 SERVICE  LIMITED LIABILITY COMPANY, 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 LICENSE ISSUED UNDER  SECTION  7404  OF  THE
 EDUCATION  LAW  OR ARE PUBLIC ACCOUNTANTS LICENSED UNDER SECTION 7405 OF
 THE EDUCATION LAW, ALTHOUGH FIRMS MAY INCLUDE NON-LICENSEE  OWNERS,  THE
 FIRM  AND  ITS  OWNERS  MUST  COMPLY WITH RULES PROMULGATED BY THE STATE
 BOARD OF REGENTS.   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." 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 CORPORATION, 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 PARTIC-
 IPATE" MEANS TO PROVIDE SERVICES TO CLIENTS OR TO OTHERWISE INDIVIDUALLY
 TAKE PART IN THE DAY-TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM.
   § 15. This act shall take effect immediately.