S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   4189
 
                        2023-2024 Regular Sessions
 
                           I N  A S S E M B L Y
 
                             February 10, 2023
                                ___________
 
 Introduced  by  M.  of A. PEOPLES-STOKES, TAYLOR, MAGNARELLI, BENEDETTO,
   DICKENS, JEAN-PIERRE, SEAWRIGHT, MORINELLO, COOK, L. ROSENTHAL, LUPAR-
   DO, BRONSON, DILAN, PHEFFER AMATO, DINOWITZ, PRETLOW,  ROZIC,  JOYNER,
   HUNTER, HEVESI, HYNDMAN, GUNTHER, STIRPE, WOERNER, FAHY, SANTABARBARA,
   BICHOTTE HERMELYN, WEPRIN, VANEL, ZEBROWSKI, WALLACE, PAULIN, CARROLL,
   FALL,  REYES,  WALKER,  SAYEGH, McMAHON, BARRETT, BUTTENSCHON, COLTON,
   BRAUNSTEIN, DARLING, STERN, RAMOS, JONES, ZINERMAN, BURGOS,  ANDERSON,
   LUNSFORD  --  Multi-Sponsored  by  --  M.  of A. DAVILA, J. M. GIGLIO,
   GOODELL, THIELE -- read once and referred to the Committee  on  Higher
   Education
 
 AN  ACT  to  amend 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 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 DEFINED UNDER ARTI-
 CLE 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 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  PROFESSIONAL  SERVICE  CORPO-
 RATION  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. FOR PURPOSES  OF  THIS  PARAGRAPH,  "FINANCIAL  INTEREST"
 MEANS  CAPITAL  STOCK,  CAPITAL ACCOUNTS, CAPITAL CONTRIBUTIONS, CAPITAL
 INTEREST, OR INTEREST IN UNDISTRIBUTED EARNINGS OF  A  BUSINESS  ENTITY.
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD00057-04-3
              

 A. 4189                             2
 
 ALTHOUGH  FIRMS  REGISTERED  WITH  THE  EDUCATION DEPARTMENT MAY INCLUDE
 NON-LICENSEE OWNERS, A REGISTERED FIRM AND ITS OWNERS MUST  COMPLY  WITH
 RULES  PROMULGATED  BY  THE STATE BOARD OF REGENTS.  NOTWITHSTANDING THE
 FOREGOING,  A  FIRM INCORPORATED UNDER THIS SECTION MAY NOT HAVE NON-LI-
 CENSEE 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 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 OTHERWISE INDIVIDUALLY TAKE PART IN THE DAY-TO-DAY BUSI-
 NESS OR MANAGEMENT OF THE FIRM OR AN AFFILIATED ENTITY.    SUCH  A  FIRM
 SHALL HAVE ATTACHED TO ITS CERTIFICATE OF INCORPORATION 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.
   § 2. 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 THE PROFESSION WHICH
 SUCH CORPORATION IS AUTHORIZED TO PRACTICE OR WHO  WILL  ENGAGE  IN  THE
 PRACTICE  OF  SUCH  PROFESSION 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 A SIMPLE MAJORITY OF THE OUTSTANDING SHARES OF  STOCK  OF
 THE CORPORATION ARE OWNED BY CERTIFIED PUBLIC ACCOUNTANTS,
   (II)  AT LEAST A SIMPLE MAJORITY OF THE DIRECTORS ARE CERTIFIED PUBLIC
 ACCOUNTANTS,
   (III) AT LEAST A SIMPLE MAJORITY 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 PROFESSIONAL SERVICE CORPORATION ESTABLISHED PURSU-
 ANT 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, THE AUTHORITY  TO  EXERCISE  VOTING
 POWER OF ANY OR ALL OF HIS OR HER SHARES. ALL AGREEMENTS MADE OR PROXIES
 GRANTED IN VIOLATION OF THIS SECTION SHALL BE VOID.
   § 3. 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 IN ANY STATE, PROVIDED HOWEVER THAT AT LEAST A SIMPLE MAJOR-
 ITY OF THE DIRECTORS, AT LEAST A SIMPLE MAJORITY OF THE OFFICERS AND THE
 PRESIDENT, THE CHAIRPERSON OF THE BOARD OF DIRECTORS AND THE CHIEF EXEC-
 UTIVE OFFICER OR OFFICERS ARE AUTHORIZED BY LAW TO PRACTICE IN ANY STATE
 THE 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.
   § 4. Section 1509 of the business corporation law, as amended by chap-
 ter 550 of the laws of 2011, is amended to read as follows:
 A. 4189                             3
 
 § 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,  who  has  been  rendering  professional  service  to the public
 becomes legally disqualified to practice his OR  HER  profession  within
 this  state,  he  OR  SHE 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 professional 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 OR HER profession within this
 state shall be deemed to constitute an irrevocable offer by the disqual-
 ified shareholder to sell his OR HER 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 compliance with
 this provision shall constitute a ground for forfeiture of  its  certif-
 icate of incorporation and its dissolution.
   § 5. 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, may sell or transfer  his
 OR  HER  shares  in such corporation except to another individual who is
 eligible to have shares issued to him OR  HER  by  such  corporation  or
 except  in  trust to another individual who would be eligible to receive
 shares if he OR SHE were employed by  the  corporation.  Nothing  herein
 contained shall be construed to prohibit the transfer of shares by oper-
 ation  of  law or by court decree.  No transferee 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 eligible to have  shares  issued
 to  him  OR HER if he OR SHE were an employee of the corporation 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 shareholder, may be
 made only after the same shall have been approved by the board of direc-
 tors, 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 incorporation or in the by-laws of
 such professional service corporation. At such shareholders' meeting the
 shares  held by the shareholder proposing to sell or transfer his OR HER
 shares may not be voted or counted for any purpose,  unless  all  share-
 holders consent that such shares be voted or counted. The certificate of
 incorporation or the by-laws of the professional 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
 A. 4189                             4
 
 or purchase of such shares by such corporation 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  appli-
 cable,  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.
   § 6. 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 A SIMPLE MAJORITY OF THE OUTSTANDING SHARES OF  STOCK  OF
 THE CORPORATION ARE AND WERE OWNED BY CERTIFIED PUBLIC ACCOUNTANTS,
   (II)  AT  LEAST A SIMPLE MAJORITY OF THE DIRECTORS ARE AND WERE CERTI-
 FIED PUBLIC ACCOUNTANTS,
   (III) AT LEAST A SIMPLE MAJORITY 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.
   § 7. 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. A FOREIGN PROFESSIONAL
 SERVICE CORPORATION FORMED TO LAWFULLY ENGAGE IN THE PRACTICE OF  PUBLIC
 ACCOUNTANCY  AS  A  FIRM,  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 MAJORITY OF THE OWNERSHIP OF THE
 A. 4189                             5
 
 FIRM, IN TERMS OF FINANCIAL INTERESTS 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.  FOR  PURPOSES  OF  THIS  PARAGRAPH,
 "FINANCIAL  INTEREST"  MEANS  CAPITAL  STOCK,  CAPITAL ACCOUNTS, CAPITAL
 CONTRIBUTIONS, CAPITAL INTEREST, OR INTEREST IN  UNDISTRIBUTED  EARNINGS
 OF  A  BUSINESS  ENTITY.    ALTHOUGH FIRMS REGISTERED WITH THE EDUCATION
 DEPARTMENT MAY INCLUDE NON-LICENSEE OWNERS, A REGISTERED  FIRM  AND  ITS
 OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD OF REGENTS.
 NOTWITHSTANDING  THE  FOREGOING,  A  FIRM  REGISTERED WITH THE EDUCATION
 DEPARTMENT MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME  INCLUDES
 THE  WORDS  "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNT-
 ANTS," 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
 PARAGRAPH, "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 OR AN AFFILIATED ENTITY.
   § 8. 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
 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 AS A FIRM, 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 PRAC-
 TICE PUBLIC ACCOUNTANCY IN THIS STATE.  Each  partner  of  a  registered
 limited  liability  partnership formed to provide professional engineer-
 ing, land surveying, geological services, architectural and/or landscape
 architectural services in this state must be licensed pursuant to  arti-
 cle 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 regis-
 tered 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 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 article 163 of the education law
 to practice marriage and family therapy in this state. Each partner of a
 A. 4189                             6
 
 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 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. A  REGISTERED  LIMITED
 LIABILITY  PARTNERSHIP  FORMED  TO  LAWFULLY  ENGAGE  IN THE PRACTICE OF
 PUBLIC ACCOUNTANCY AS A FIRM, AS SUCH PRACTICE IS 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
 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  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
 SEVENTY-FOUR  HUNDRED  FOUR  OF  THE EDUCATION LAW. FOR PURPOSES OF THIS
 SUBDIVISION, "FINANCIAL INTEREST" MEANS CAPITAL STOCK, CAPITAL ACCOUNTS,
 CAPITAL CONTRIBUTIONS, CAPITAL INTEREST, OR  INTEREST  IN  UNDISTRIBUTED
 EARNINGS  OF  A  BUSINESS  ENTITY.    ALTHOUGH FIRMS REGISTERED WITH THE
 EDUCATION DEPARTMENT 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 WITH THE EDUCATION
 DEPARTMENT MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME  INCLUDES
 THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTS,"
 OR  THE ABBREVIATIONS "CPA" OR "CPAS". EACH NON-LICENSEE OWNER OF A FIRM
 THAT IS FORMED 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 INDIVIDUALLY TAKE PART IN  THE  DAY-
 TO-DAY BUSINESS OR MANAGEMENT OF THE FIRM OR AN AFFILIATED ENTITY.
   §  9.  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
 LIMITED LIABILITY  PARTNERSHIP  FORMED  TO  PROVIDE  PUBLIC  ACCOUNTANCY
 A. 4189                             7
 
 SERVICES  AS  A FIRM, 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.   A FOREIGN LIMITED LIABILITY PARTNERSHIP FORMED TO
 LAWFULLY ENGAGE IN THE PRACTICE OF PUBLIC ACCOUNTANCY AS A FIRM, AS SUCH
 PRACTICE IS 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 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  THE  FOREIGN
 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  SEVENTY-FOUR
 HUNDRED  FOUR  OF  THE  EDUCATION LAW. FOR PURPOSES OF THIS SUBDIVISION,
 "FINANCIAL INTEREST" MEANS  CAPITAL  STOCK,  CAPITAL  ACCOUNTS,  CAPITAL
 CONTRIBUTIONS,  CAPITAL  INTEREST, OR INTEREST IN UNDISTRIBUTED EARNINGS
 OF A BUSINESS ENTITY.   ALTHOUGH FIRMS  REGISTERED  WITH  THE  EDUCATION
 DEPARTMENT  MAY  INCLUDE  NON-LICENSEE OWNERS, A REGISTERED FIRM AND ITS
 OWNERS MUST COMPLY WITH RULES PROMULGATED BY THE STATE BOARD OF REGENTS.
 NOTWITHSTANDING THE FOREGOING, A  FIRM  REGISTERED  WITH  THE  EDUCATION
 DEPARTMENT  MAY NOT HAVE NON-LICENSEE OWNERS IF THE FIRM'S NAME INCLUDES
 THE WORDS "CERTIFIED PUBLIC ACCOUNTANT," OR "CERTIFIED  PUBLIC  ACCOUNT-
 ANTS," OR THE ABBREVIATIONS "CPA" OR "CPAS".  EACH NON-LICENSEE OWNER OF
 A  FIRM  THAT IS FORMED 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 THAT EACH BENEFICIAL OWNER OF AN
 EQUITY INTEREST IN SUCH ENTITY IS A NATURAL PERSON WHO ACTIVELY  PARTIC-
 IPATES 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 OR AN AFFILIATED ENTI-
 TY.
   § 10. 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:
 A. 4189                             8
 
   (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, 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. A
 A. 4189                             9
 
 PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY FORMED TO LAWFULLY ENGAGE
 IN THE PRACTICE OF PUBLIC ACCOUNTANCY AS A FIRM,  AS  SUCH  PRACTICE  IS
 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 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 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 SEVENTY-FOUR HUNDRED FOUR OF
 THE EDUCATION LAW. FOR PURPOSES OF THIS SUBDIVISION,  "FINANCIAL  INTER-
 EST" MEANS CAPITAL STOCK, CAPITAL ACCOUNTS, CAPITAL CONTRIBUTIONS, CAPI-
 TAL  INTEREST, OR INTEREST IN UNDISTRIBUTED EARNINGS OF A BUSINESS ENTI-
 TY.  ALTHOUGH FIRMS REGISTERED WITH THE EDUCATION DEPARTMENT MAY INCLUDE
 NON-LICENSEE OWNERS, A REGISTERED FIRM AND ITS OWNERS MUST  COMPLY  WITH
 RULES  PROMULGATED  BY  THE STATE BOARD OF REGENTS.  NOTWITHSTANDING THE
 FOREGOING, A FIRM REGISTERED WITH THE EDUCATION DEPARTMENT MAY NOT  HAVE
 NON-LICENSEE  OWNERS  IF  THE  FIRM'S NAME INCLUDES THE WORDS "CERTIFIED
 PUBLIC ACCOUNTANT," OR "CERTIFIED PUBLIC ACCOUNTANTS," OR  THE  ABBREVI-
 ATIONS "CPA" OR "CPAS". EACH NON-LICENSEE OWNER OF A FIRM THAT IS REGIS-
 TERED  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 OR AN AFFILIATED ENTITY.
   § 11. 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-
 A. 4189                            10
 
 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, 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
 A. 4189                            11
 
 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. A FOREIGN PROFESSIONAL
 SERVICE LIMITED LIABILITY COMPANY FORMED TO LAWFULLY ENGAGE IN THE PRAC-
 TICE  OF PUBLIC ACCOUNTANCY AS A FIRM, AS SUCH PRACTICE IS 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 AND VOTING RIGHTS HELD BY THE FIRM'S OWNERS, BELONGS TO  INDI-
 VIDUALS  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 SEVENTY-FOUR HUNDRED  FOUR  OF
 THE  EDUCATION  LAW. FOR PURPOSES OF THIS SUBDIVISION, "FINANCIAL INTER-
 EST" MEANS CAPITAL STOCK, CAPITAL ACCOUNTS, CAPITAL CONTRIBUTIONS, CAPI-
 TAL INTEREST, OR INTEREST IN UNDISTRIBUTED EARNINGS OF A BUSINESS  ENTI-
 TY.  ALTHOUGH FIRMS REGISTERED WITH THE EDUCATION DEPARTMENT MAY INCLUDE
 NON-LICENSEE  OWNERS,  A REGISTERED FIRM AND ITS OWNERS MUST COMPLY WITH
 RULES PROMULGATED BY THE STATE BOARD OF REGENTS.    NOTWITHSTANDING  THE
 FOREGOING,  A FIRM REGISTERED WITH THE EDUCATION DEPARTMENT MAY NOT HAVE
 NON-LICENSEE OWNERS IF THE FIRM'S NAME  INCLUDES  THE  WORDS  "CERTIFIED
 PUBLIC  ACCOUNTANT,"  OR "CERTIFIED PUBLIC ACCOUNTANTS," OR THE ABBREVI-
 ATIONS "CPA" OR "CPAS". EACH NON-LICENSEE OWNER OF A FIRM THAT IS REGIS-
 TERED 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 OR AN AFFILIATED ENTITY.
   § 12. Notwithstanding any other provision of law to the contrary, if a
 firm which is registered  with  the  education  department  to  lawfully
 engage  in the practice of public accountancy has one or more non-licen-
 see owners, each such non-licensee owner of  the  firm  whose  principal
 place  of  business  is in the state of New York shall pay a fee of nine
 hundred dollars to the department of education on a triennial basis.
   § 13. This act shall take effect immediately.