2023 New York Laws › BSC - Business Corporation › Article 15-A - Foreign Professional Service Corporations › 1525 - Definitions.

§ 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.