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This entry was published on 2024-03-08
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SECTION 1525
Definitions
Business Corporation (BSC) CHAPTER 4, ARTICLE 15-A
§ 1525. Definitions.

As used in this article, unless the context otherwise requires, the
term:

(a) "Licensing authority" means the regents of the university of the
state of New York or the state education department, as the case may be,
in the case of all professions licensed under title eight of the
education law, and the appropriate appellate division of the supreme
court in the case of the profession of law.

(b) "Profession" includes any practice as an attorney and
counsellor-at-law, or as a licensed physician, and those professions
designated in title eight of the education law.

(c) "Professional service" means any type of service to the public
which may be lawfully rendered by a member of a profession within the
purview of his profession.

* (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
shareholders, 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.

* NB Effective until June 8, 2024

* (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
shareholders, 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 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
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 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.

* NB Effective June 8, 2024

(e) "Officer" does not include the secretary or an assistant secretary
of a corporation having only one shareholder.