Legislation

Search OpenLegislation Statutes

This entry was published on 2023-12-15
The selection dates indicate all change milestones for the entire volume, not just the location being viewed. Specifying a milestone date will retrieve the most recent version of the location before that date.
SECTION 121-1500
Registered limited liability partnership
Partnership (PTR) CHAPTER 39, ARTICLE 8-B
§ 121-1500. Registered limited liability partnership. (a)(I)
Notwithstanding the education law or any other provision of law, (i) a
partnership without limited partners each of whose partners is a
professional 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 partnership or a predecessor entity, or will engage
in the practice of such profession in the registered limited liability
partnership within thirty days of the date of the effectiveness of the
registration provided for in this subdivision or a partnership without
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 and who is or has been engaged in the practice of such
profession in such partnership or a predecessor entity, or will engage
in the practice of such profession in the registered limited liability
partnership within thirty days of the date of the effectiveness of the
registration provided for in this subdivision, (ii) 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 professional service within
this state, which renders or intends to render professional services
within this state, or (iii) a related limited liability partnership may
register as a registered limited liability partnership by filing with
the department of state a registration which shall set forth:

(1) the name of the registered limited liability partnership;

(2) the address of the principal office of the partnership without
limited partners;

(3) the profession or professions to be practiced by such partnership
without limited partners and a statement that it is eligible to register
as a registered limited liability partnership pursuant to subdivision
(a) of this section;

(4) a designation of the secretary of state as agent of the
partnership without limited partners upon whom process against it may be
served and the post office address within or without this state to which
the secretary of state shall mail a copy of any process against it or
served upon it. The partnership without limited partners may include an
email address to which the secretary of state shall email a notice of
the fact that process against it has been electronically served upon him
or her;

(5) if the partnership without limited partners is to have a
registered agent, its name and address in this state and a statement
that the registered agent is to be the agent of the partnership without
limited partners upon whom process against it may be served;

(6) that the partnership without limited partners is filing a
registration for status as a registered limited liability partnership;

(7) if the registration of the partnership without limited partners is
to be effective on a date later than the time of filing, the date, not
to exceed sixty days from the date of such filing, of such proposed
effectiveness;

(8) if all or specified partners of the registered limited liability
partnership are to be liable in their capacity as partners for all or
specified debts, obligations or liabilities of the registered limited
liability partnership as authorized pursuant to subdivision (d) of
section twenty-six of this chapter, a statement that all or specified
partners are so liable for such debts, obligations or liabilities in
their capacity as partners of the registered limited liability
partnership as authorized pursuant to subdivision (d) of section
twenty-six of this chapter; and

(9) any other matters the partnership without limited partners
determines to include in the registration.

(II) (A) Within one hundred twenty days after the effective date of
the registration, a copy of the same or a notice containing the
substance thereof shall be published once in each week for six
successive weeks, in two newspapers of the county in which the principal
office of the registered limited liability partnership is located in
this state, one newspaper printed weekly and one newspaper to be printed
daily, to be designated by the county clerk. When such county is located
within a city with a population of one million or more, such designation
shall be as though the copy or notice were a notice or advertisement of
judicial proceedings. Proof of the publication required by this
subparagraph, consisting of the certificate of publication of the
registered limited liability partnership with the affidavits of
publication annexed thereto, must be filed, with a fee of fifty dollars,
with the department of state. Notwithstanding any other provision of
law, if the office of the registered limited liability partnership is
located in a county wherein a weekly or daily newspaper of the county,
or both, has not been so designated by the county clerk, then the
publication herein required shall be made in a weekly or daily newspaper
of any county, or both, as the case may be, which is contiguous to, such
county, provided that any such newspaper meets all the other
requirements of this subparagraph. A copy or notice published in a
newspaper other than the newspaper or newspapers designated by the
county clerk shall not be deemed to be one of the publications required
by this paragraph. The notice shall include: (1) the name of the
registered limited liability partnership; (2) the date of filing of the
registration with the department of state; (3) the county within this
state, in which the principal office of the registered limited liability
partnership is located; (3-a) the street address of the principal
business location, if any; (4) a statement that the secretary of state
has been designated as agent of the registered limited liability
partnership upon whom process against it may be served and the post
office address within or without this state to which the secretary of
state shall mail a copy of any process against it served upon him or
her; (5) if the registered limited liability partnership is to have a
registered agent, his or her name and address within this state and a
statement that the registered agent is to be the agent of the registered
limited liability partnership upon whom process against it may be
served; (6) if the registered limited liability partnership is to have a
specific date of dissolution in addition to the events of dissolution
set forth in section sixty-two of this chapter, the latest date upon
which the registered limited liability partnership is to dissolve; and
(7) the character or purpose of the business of such registered limited
liability partnership. Where, at any time after completion of the first
of the six weekly publications required by this subparagraph and prior
to the completion of the sixth such weekly publication, there is a
change in any of the information contained in the copy or notice as
published, the registered limited liability partnership may complete the
remaining publications of the original copy or notice, and the
registered limited liability partnership shall not be required to
publish any further or amended copy or notice. Where, at any time after
completion of the six weekly publications required by this subparagraph,
there is a change to any of the information contained in the copy or
notice as published, no further or amended publication or republication
shall be required to be made. If within one hundred twenty days after
its formation, proof of such publication, consisting of the certificate
of publication of the registered limited liability partnership with the
affidavits of publication of the newspapers annexed thereto has not been
filed with the department of state, the authority of such registered
limited liability partnership to carry on, conduct or transact any
business in this state shall be suspended, effective as of the
expiration of such one hundred twenty day period. The failure of a
registered limited liability partnership to cause such copy or notice to
be published and such certificate of publication and affidavits of
publication to be filed with the department of state within such one
hundred twenty day period or the suspension of such registered limited
liability partnership's authority to carry on, conduct or transact
business in this state pursuant to this subparagraph shall not limit or
impair the validity of any contract or act of such registered limited
liability partnership, or any right or remedy of any other party under
or by virtue of any contract, act or omission of such registered limited
liability partnership, or the right of any other party to maintain any
action or special proceeding on any such contract, act or omission, or
right of such registered limited liability partnership to defend any
action or special proceeding in this state, or result in any partner or
agent of such registered limited liability partnership becoming liable
for the contractual obligations or other liabilities of the registered
limited liability partnership. If, at any time following the suspension
of a registered limited liability partnership's authority to carry on,
conduct or transact business in this state pursuant to this
subparagraph, such registered limited liability partnership shall cause
proof of publication in substantial compliance with the provisions
(other than the one hundred twenty day period) of this subparagraph,
consisting of the certificate of publication of the registered limited
liability partnership with the affidavits of publication of the
newspapers annexed thereto, to be filed with the department of state,
such suspension of such registered limited liability partnership's
authority to carry on, conduct or transact business shall be annulled.

(B)(1) A registered limited liability partnership which was formed
prior to the effective date of this subparagraph and which complied with
the publication and filing requirements of this paragraph as in effect
prior to such effective date shall not be required to make any
publication or republication or any filing under subparagraph (A) of
this paragraph, and shall not be subject to suspension pursuant to this
paragraph.

(2) Within twelve months after the effective date of this
subparagraph, a registered limited liability partnership which was
formed prior to such effective date and which did not comply with the
publication and filing requirements of this paragraph as in effect prior
to such effective date shall publish a copy of its registration or a
notice containing the substance thereof in the manner required (other
than the one hundred twenty day period) by this paragraph as in effect
prior to such effective date and file proof of such publication,
consisting of the certificate of publication of the registered limited
liability partnership with the affidavits of publication of the
newspapers annexed thereto, with the department of state.

(3) If a registered limited liability partnership that is subject to
the provisions of clause two of this subparagraph fails to file the
required proof of publication with the department of state within twelve
months after the effective date of this subparagraph, its authority to
carry on, conduct or transact any business in this state shall be
suspended, effective as of the expiration of such twelve month period.

(4) The failure of a registered limited liability partnership that is
subject to the provisions of clause two of this subparagraph to fully
comply with the provisions of said clause two or the suspension of such
registered limited liability partnership's authority to carry on,
conduct or transact any business in this state pursuant to clause three
of this subparagraph shall not impair or limit the validity of any
contract or act of such registered limited liability partnership, or any
right or remedy of any other party under or by virtue of any contract,
act or omission of such registered limited liability partnership, or the
right of any other party to maintain any action or special proceeding on
any such contract, act or omission, or right of such registered limited
liability partnership to defend any action or special proceeding in this
state, or result in any partner or agent of such registered limited
liability partnership becoming liable for the contractual obligations or
other liabilities of the registered limited liability partnership.

(5) If, at any time following the suspension of a registered limited
liability partnership's authority to carry on, conduct or transact
business in this state, pursuant to clause three of this subparagraph,
such registered limited liability partnership shall cause proof of
publication in substantial compliance with the provisions (other than
the one hundred twenty day period) of subparagraph (A) of this
paragraph, consisting of the certificate of publication of the
registered limited liability partnership with the affidavits of
publication of the newspapers annexed thereto, to be filed with the
department of state, such suspension of such registered limited
liability partnership's authority to carry on, conduct or transact
business shall be annulled.

(6) For the purposes of this subparagraph, a registered limited
liability partnership which was formed prior to the effective date of
this subparagraph shall be deemed to have complied with the publication
and filing requirements of this paragraph as in effect prior to such
effective date if (A) the registered limited liability partnership was
formed on or after January first, nineteen hundred ninety-nine and prior
to such effective date and the registered limited liability partnership
filed at least one affidavit of the printer or publisher of a newspaper
with the department of state at any time prior to such effective date,
or (B) the registered limited liability partnership was formed prior to
January first, nineteen hundred ninety-nine, without regard to whether
the registered limited liability partnership did or did not file any
affidavit of the printer or publisher of a newspaper with the secretary
of state.

(C) The information in a notice published pursuant to this paragraph
shall be presumed to be in compliance with and satisfaction of the
requirements of this paragraph.

(b) The registration shall be executed by one or more partners of the
partnership without limited partners.

(c) The registration shall be accompanied by a fee of two hundred
dollars.

(d) A partnership without limited partners is registered as a
registered limited liability partnership at the time of the payment of
the fee required by subdivision (c) of this section and the filing of a
completed registration with the department of state or at the later
date, if any, specified in such registration, not to exceed sixty days
from the date of such filing. A partnership without limited partners
that has been registered as a registered limited liability partnership
is for all purposes the same entity that existed before the registration
and continues to be a partnership without limited partners under the
laws of this state. The status of a partnership without limited partners
as a registered limited liability partnership shall not be affected by
changes in the information stated in the registration after the filing
of the registration. If a partnership without limited partners that is a
registered limited liability partnership dissolves, a partnership
without limited partners which is the successor to such registered
limited liability partnership (i) shall not be required to file a new
registration and shall be deemed to have filed the registration filed by
the registered limited liability partnership pursuant to subdivision (a)
of this section, as well as any withdrawal notice filed pursuant to
subdivision (f) of this section, any statement or certificate of consent
filed pursuant to subdivision (g) of this section or any certificate of
amendment filed pursuant to subdivision (j) of this section and (ii)
shall be bound by any revocation of registration pursuant to subdivision
(g) of this section and any annulment thereof of the dissolved
partnership without limited partners that was a registered limited
liability partnership. For purposes of this section, a partnership
without limited partners is a successor to a partnership without limited
partners that was a registered limited liability partnership if a
majority of the total interests in the current profits of such successor
partnership without limited partners are held by partners of the
predecessor partnership without limited partners that was a registered
limited liability partnership who were partners of such predecessor
partnership immediately prior to the dissolution of such predecessor
partnership.

(e) If the signed registration delivered to the department of state
for filing complies as to form with the requirements of law and the
filing fee required by any statute of this state has been paid, the
registration shall be filed and indexed by the department of state.

(f) A registration may be withdrawn by filing with the department of
state a written withdrawal notice executed by one or more partners of
the registered limited liability partnership, with a filing fee of sixty
dollars. A withdrawal notice must include: (i) the name of the
registered limited liability partnership (and if it has been changed
since registration, the name under which it was registered); (ii) the
date the registration was filed with the department of state pursuant to
subdivision (a) of this section; (iii) the address of the registered
limited liability partnership's principal office; (iv) if the withdrawal
of the registered limited liability partnership is to be effective on a
date later than the time of filing, the date, not to exceed sixty days
from the date of such filing, of such proposed effectiveness; (v) a
statement acknowledging that the withdrawal terminates the partnership's
status as a registered limited liability partnership; and (vi) any other
information determined by the registered limited liability partnership.
A withdrawal notice terminates the status of the partnership as a
registered limited liability partnership as of the date of filing the
notice or as of the later date, if any, specified in the notice, not to
exceed sixty days from the date of such filing. The termination of
registration shall not be affected by errors in the information stated
in the withdrawal notice. If a registered limited liability partnership
is dissolved, it shall within thirty days after the winding up of its
affairs is completed file a withdrawal notice pursuant to this
subdivision.

(g) Each registered limited liability partnership shall, within sixty
days prior to the fifth anniversary of the effective date of its
registration and every five years thereafter, furnish a statement to the
department of state setting forth: (i) the name of the registered
limited liability partnership, (ii) the address of the principal office
of the registered limited liability partnership, (iii) the post office
address within or without this state to which the secretary of state
shall mail a copy of any process accepted against it served upon him or
her, which address shall supersede any previous address on file with the
department of state for this purpose, and (iv) a statement that it is
eligible to register as a registered limited liability partnership
pursuant to subdivision (a) of this section. The statement shall be
executed by one or more partners of the registered limited liability
partnership. The statement shall be accompanied by a fee of twenty
dollars if submitted directly to the department of state. The
commissioner of taxation and finance and the secretary of state may
agree to allow registered limited liability partnerships to provide the
statement specified in this subdivision on tax reports filed with the
department of taxation and finance in lieu of statements filed directly
with the secretary of state and in a manner prescribed by the
commissioner of taxation and finance. If this agreement is made,
starting with taxable years beginning on or after January first, two
thousand sixteen, each registered limited liability partnership required
to file the statement specified in this subdivision that is subject to
the filing fee imposed by paragraph three of subsection (c) of section
six hundred fifty-eight of the tax law shall provide such statement
annually on its filing fee payment form filed with the department of
taxation and finance in lieu of filing a statement under this
subdivision with the department of state. However, each registered
limited liability partnership required to file a statement under this
section must continue to file a statement with the department of state
as required by this section until the registered limited liability
partnership in fact has filed a filing fee payment form with the
department of taxation and finance that includes all required
information. After that time, the registered limited liability
partnership shall continue to provide annually the statement specified
in this subdivision on its filing fee payment form in lieu of the
statement required by this subdivision. The commissioner of taxation and
finance shall deliver the completed statement specified in this
subdivision to the department of state for filing. The department of
taxation and finance must, to the extent feasible, also include in such
delivery the current name of the registered limited liability
partnership, department of state identification number for such
registered limited liability partnership, the name, signature and
capacity of the signer of the statement, name and street address of the
filer of the statement, and the email address, if any, of the filer of
the statement. If a registered limited liability partnership shall not
timely file the statement required by this subdivision, the department
of state may, upon sixty days' notice mailed to the address of such
registered limited liability partnership as shown in the last
registration or statement or certificate of amendment filed by such
registered limited liability partnership, make a proclamation declaring
the registration of such registered limited liability partnership to be
revoked pursuant to this subdivision. The department of state shall file
the original proclamation in its office and shall publish a copy thereof
in the state register no later than three months following the date of
such proclamation. This shall not apply to registered limited liability
partnerships that have filed a statement with the department of state
through the department of taxation and finance. Upon the publication of
such proclamation in the manner aforesaid, the registration of each
registered limited liability partnership named in such proclamation
shall be deemed revoked without further legal proceedings. Any
registered limited liability partnership whose registration was so
revoked may file in the department of state a statement required by this
subdivision. The filing of such statement shall have the effect of
annulling all of the proceedings theretofore taken for the revocation of
the registration of such registered limited liability partnership under
this subdivision and (1) the registered limited liability partnership
shall thereupon have such powers, rights, duties and obligations as it
had on the date of the publication of the proclamation, with the same
force and effect as if such proclamation had not been made or published
and (2) such publication shall not affect the applicability of the
provisions of subdivision (b) of section twenty-six of this chapter to
any debt, obligation or liability incurred, created or assumed from the
date of publication of the proclamation through the date of the filing
of the statement with the department of state. If, after the publication
of such proclamation, it shall be determined by the department of state
that the name of any registered limited liability partnership was
erroneously included in such proclamation, the department of state shall
make appropriate entry on its records, which entry shall have the effect
of annulling all of the proceedings theretofore taken for the revocation
of the registration of such registered limited liability partnership
under this subdivision and (A) such registered limited liability
partnership shall have such powers, rights, duties and obligations as it
had on the date of the publication of the proclamation, with the same
force and effect as if such proclamation had not been made or published
and (B) such publication shall not affect the applicability of the
provisions of subdivision (b) of section twenty-six of this chapter to
any debt, obligation or liability incurred, created or assumed from the
date of publication of the proclamation through the date of the making
of the entry on the records of the department of state. Whenever a
registered limited liability partnership whose registration was revoked
shall have filed a statement pursuant to this subdivision or if the name
of a registered limited liability partnership was erroneously included
in a proclamation and such proclamation was annulled, the department of
state shall publish a notice thereof in the state register.

(h) The filing of a withdrawal notice by a registered limited
liability partnership pursuant to subdivision (f) of this section, a
revocation of registration pursuant to subdivision (g) of this section
and the filing of a certificate of amendment pursuant to subdivision (j)
of this section shall not affect the applicability of the provisions of
subdivision (b) of section twenty-six of this chapter to any debt,
obligation or liability incurred, created or assumed while the
partnership was a registered limited liability partnership. After a
withdrawal or revocation of registration, the partnership without
limited partners shall for all purposes remain the same entity that
existed during registration and continues to be a partnership without
limited partners under the laws of this state.

(i) The department of state shall remove from its active records the
registration of a registered limited liability partnership whose
registration has been withdrawn or revoked.

(j) A registration or statement filed with the department of state
under this section may be amended or corrected by filing with the
department of state a certificate of amendment executed by one or more
partners of the registered limited liability partnership. No later than
ninety days after (i) a change in the name of the registered limited
liability partnership or (ii) a partner of the registered limited
liability partnership becomes aware that any statement in a registration
or statement was false in any material respect when made or that an
event has occurred which makes the registration or statement inaccurate
in any material respect, the registered limited liability partnership
shall file a certificate of amendment. The filing of a certificate of
amendment shall be accompanied by a fee of sixty dollars. The
certificate of amendment shall set forth: (i) the name of the limited
liability partnership and, if it has been changed, the name under which
it was registered and (ii) the date of filing its initial registration
or statement.

(j-1) A certificate of change which changes only the post office
address to which the secretary of state shall mail a copy of any process
against a registered limited liability partnership served upon him or
her, and/or the email address to which the secretary of state shall
email a notice of the fact that process against it has been
electronically served upon the secretary of state, and/or the address of
the registered agent, provided such address being changed is the address
of a person, partnership or corporation whose address, as agent, is the
address to be changed, and/or the email address being changed is the
email address of a person, partnership or other corporation whose email
address, as agent, is the email address to be changed, and/or who has
been designated as registered agent for such registered limited
liability partnership shall be signed and delivered to the department of
state by such agent. The certificate of change shall set forth: (i) the
name of the registered limited liability partnership and, if it has been
changed, the name under which it was originally filed with the
department of state; (ii) the date of filing of its initial registration
or notice statement; (iii) each change effected thereby; (iv) that a
notice of the proposed change was mailed to the limited liability
partnership by the party signing the certificate not less than thirty
days prior to the date of delivery to the department of state and that
such limited liability partnership has not objected thereto; and (v)
that the party signing the certificate is the agent of such limited
liability partnership to whose address the secretary of state is
required to mail copies of process, and/or to whose email address the
secretary of state is required to mail a notice of the fact that process
against it has been electronically served upon the secretary of state,
and/or the registered agent, if such be the case. A certificate signed
and delivered under this subdivision shall not be deemed to effect a
change of location of the office of the limited liability partnership in
whose behalf such certificate is filed. The certificate of change shall
be accompanied by a fee of five dollars.

(k) The filing of a certificate of amendment pursuant to subdivision
(j) of this section with the department of state shall not alter the
effective date of the registration being amended or corrected.

(l) Except as otherwise provided in any agreement between the
partners, the decision of a partnership without limited partners to
file, withdraw or amend a registration pursuant to subdivision (a), (f)
or (j), respectively, of this section is an ordinary matter connected
with partnership business under subdivision eight of section forty of
this chapter.

(m) A registered limited liability partnership, other than a
registered limited liability partnership authorized to practice law,
shall be under the supervision of the regents of the university of the
state of New York and be subject to disciplinary proceedings and
penalties in the same manner and to the same extent as is provided with
respect to individuals and their licenses, certificates and
registrations in title eight of the education law relating to the
applicable profession. Notwithstanding the provisions of this
subdivision, a registered limited liability partnership authorized to
practice medicine shall be subject to the pre-hearing procedures and
hearing procedures as are provided with respect to individual physicians
and their licenses in title two-A of article two of the public health
law. In addition to rendering the professional service or services the
partners are authorized to practice in this state, a registered limited
liability partnership may carry on, or conduct or transact any other
business or activities as to which a partnership without limited
partners may be formed. Notwithstanding any other provision of this
section, a registered limited liability partnership (i) authorized to
practice law may only engage in another profession or business or
activities or (ii) which is engaged in a profession or other business or
activities other than law may only engage in the practice of law, to the
extent not prohibited by any other law of this state or any rule adopted
by the appropriate appellate division of the supreme court or the court
of appeals. Any registered limited liability partnership may invest its
funds in real estate, mortgages, stocks, bonds or any other types of
investments.

(n) No registered limited liability partnership may render a
professional service except through individuals authorized by law to
render such professional service as individuals, provided, that nothing
in this chapter shall authorize a registered limited liability
partnership to render a professional service in this state except
through individuals authorized by law to render such professional
service as individuals in this state.

(o) This section shall not repeal, modify or restrict any provision of
the education law or the judiciary law or any rules or regulations
adopted thereunder regulating the professions referred to in the
education law or the judiciary law except to the extent in conflict
herewith.

(p) A certified copy of the registration and of each certificate of
amendment shall be filed by the registered limited liability partnership
with the licensing authority within thirty days after the filing of such
registration or amendment with the department of state.

(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
article 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 practice public accountancy in this state. Each partner of a
registered limited liability partnership formed to provide professional
engineering, land surveying, 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 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 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 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.