2023 New York Laws › LLC - Limited Liability Company Law › Article 12 - Professional Service Limited Liability Companies › 1207 - Membership of Professional Service Limited Liability Companies.

§   1207.   Membership   of  professional  service  limited  liability
companies.  (a) A member of a  professional  service  limited  liability
company shall be only:
(1)   A  professional,  other  than  a  foreign  professional  service
corporation, foreign professional service limited liability  company  or
foreign  limited liability partnership, authorized by law to practice in
this  state  a  profession  that  such  limited  liability  company   is
authorized to practice and who is or has been engaged in the practice of
such  profession  in  such  limited  liability  company or a predecessor
entity, or who will engage in the practice of such  profession  in  such
limited   liability   company  within  thirty  days  of  the  date  such
professional becomes a member;
(2)  A  professional,  other  than  a  foreign  professional   service
corporation,  foreign  professional service limited liability company or
foreign limited liability partnership, authorized by law to practice  in
any  foreign  jurisdiction  a  profession  that  such  limited liability
company is authorized to practice and who is or has been engaged in  the
practice  of  such  profession  in  such  limited liability company or a
predecessor  entity,  or  who  will  engage  in  the  practice  of  such
profession  in  such limited liability company within thirty days of the
date such professional becomes a member; or
(3) A foreign professional service corporation,  foreign  professional
service   limited   liability   company  or  foreign  limited  liability
partnership authorized by law to  practice  in  this  state  or  in  any
foreign jurisdiction a profession that such limited liability company is
authorized to practice and who is or has been engaged in the practice of
such  profession  in  such  limited  liability  company or a predecessor
entity, or who will engage in the practice of such  profession  in  such
limited   liability   company  within  thirty  days  of  the  date  such
professional becomes a member.
* (b) With respect to a professional service limited liability company
formed to provide medical services  as  such  services  are  defined  in
article  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
veterinary 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  licensed  clinical
social  work services as such services are defined in article 154 of the
education law, each member of such limited liability  company  shall  be
licensed  pursuant  to  article  154  of  the  education law to practice
licensed  clinical  social  work  in  this  state.  With  respect  to  a
professional   service  limited  liability  company  formed  to  provide
creative arts therapy services as such services are defined  in  article

163  of the education law, each member of such limited liability company
must be licensed pursuant  to  article  163  of  the  education  law  to
practice  creative  arts  therapy  in  this  state.  With  respect  to a
professional   service  limited  liability  company  formed  to  provide
marriage and family therapy services as such  services  are  defined  in
article  163 of the education law, each member of such limited liability
company must be licensed pursuant to article 163 of the education law to
practice marriage and family therapy in this state. With  respect  to  a
professional  service limited liability company formed to provide mental
health counseling services as such services are defined in  article  163
of the education law, each member of such limited liability company must
be  licensed  pursuant  to  article 163 of the education law to practice
mental health counseling in this state. With respect to  a  professional
service  limited  liability  company  formed  to  provide psychoanalysis
services as such services are defined in article 163  of  the  education
law,  each  member  of  such  limited liability company must be licensed
pursuant to article 163 of the education law to practice  psychoanalysis
in  this state. With respect to a professional service limited liability
company formed to provide applied behavior  analysis  services  as  such
services are defined in article 167 of the education law, each member of
such limited liability company must be licensed or certified pursuant to
article  167  of the education law to practice applied behavior analysis
in this state.
* NB Effective until June 8, 2024
* (b) With respect to a professional service limited liability company
formed to provide medical services  as  such  services  are  defined  in
article  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
veterinary 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  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.  With  respect  to a
professional  service  limited  liability  company  formed  to   provide
licensed  clinical  social work services as such services are defined in
article 154 of the education law, each member of such limited  liability
company  shall  be licensed pursuant to article 154 of the education law
to practice licensed clinical social work in this state. With respect to
a professional service  limited  liability  company  formed  to  provide
creative  arts  therapy services as such services are defined in article

163 of the education law, each member of such limited liability  company
must  be  licensed  pursuant  to  article  163  of  the education law to
practice creative  arts  therapy  in  this  state.  With  respect  to  a
professional   service  limited  liability  company  formed  to  provide
marriage and family therapy services as such  services  are  defined  in
article  163 of the education law, each member of such limited liability
company must be licensed pursuant to article 163 of the education law to
practice marriage and family therapy in this state. With  respect  to  a
professional  service limited liability company formed to provide mental
health counseling services as such services are defined in  article  163
of the education law, each member of such limited liability company must
be  licensed  pursuant  to  article 163 of the education law to practice
mental health counseling in this state. With respect to  a  professional
service  limited  liability  company  formed  to  provide psychoanalysis
services as such services are defined in article 163  of  the  education
law,  each  member  of  such  limited liability company must be licensed
pursuant to article 163 of the education law to practice  psychoanalysis
in  this state. With respect to a professional service limited liability
company formed to provide applied behavior  analysis  services  as  such
services are defined in article 167 of the education law, each member of
such limited liability company must be licensed or certified pursuant to
article  167  of the education law to practice applied behavior analysis
in this state. A 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 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 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
individually  take  part in the day-to-day business or management of the
firm or an affiliated entity.
* NB Effective June 8, 2024
(c) No member of a  professional  service  limited  liability  company
shall  enter  into  a voting trust agreement, proxy or any other type of
agreement vesting in another person, other than another member  of  such
limited  liability  company  or  professional  who  would be eligible to
become a member of such limited  liability  company,  the  authority  to

exercise  voting power of any or all of the membership interests of such
limited liability company. All membership interests or  proxies  granted
or agreements made in violation of this section shall be void.