2023 New York Laws › LLC - Limited Liability Company Law › Article 13 - Foreign Professional Service Limited Liability Companies › 1301 - Definitions.

§  1301.  Definitions.  As  used  in  this article, unless the context
otherwise requires, the term:
* (a) "Foreign professional service limited liability company" means a
professional  service  limited  liability  company,   whether   or   not
denominated  as  such,  organized under the laws of a jurisdiction other
than this state, (i) each of whose members and managers, if  any,  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 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 each  of  whose  members
and  managers, if any, is a professional at least one of such members 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
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
article  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  education  law  to  practice dentistry in this state. With
respect to a foreign  professional  service  limited  liability  company
which  provides  professional  engineering,  land  surveying,  geologic,
architectural and/or landscape 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  licensed clinical
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
practice 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
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 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 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.
* NB Effective until June 8, 2024
* (a) "Foreign professional service limited liability company" means a
professional  service  limited  liability  company,   whether   or   not
denominated  as  such,  organized under the laws of a jurisdiction other
than this state, (i) each of whose members and managers, if  any,  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 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 each  of  whose  members
and  managers, if any, is a professional at least one of such members 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
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
article  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  education  law  to  practice dentistry in this state. With
respect to a foreign  professional  service  limited  liability  company
which  provides  professional  engineering,  land  surveying,  geologic,
architectural and/or landscape 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 professional service limited liability
company whose principal place of business  is  in  this  state  and  who
provides  public  accountancy  services,  shall  be licensed pursuant to
article 149 of the education law to practice public accountancy in  this
state.  With respect to a foreign professional service limited liability
company which provides licensed clinical 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 practice 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 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 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  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  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 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 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
(b) "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.
(c)   "Profession"   includes   any   practice   as  an  attorney  and
counselor-at-law, or as a  licensed  physician,  and  those  professions
designated in title eight of the education law.
(d)  "Professional"  means an individual duly authorized to practice a
profession, a professional service corporation, a  professional  service
limited  liability  company,  a  foreign  professional  service  limited
liability company, a registered limited liability partnership, a foreign
limited  liability   partnership,   a   foreign   professional   service
corporation or a professional partnership.
(e)  "Professional  service"  means  any type of service to the public
that may be lawfully rendered by a member of  a  profession  within  the
purview of his or her profession.
(f) "Professional partnership" means (1) a partnership without limited
partners  each  of whose partners is a professional authorized by law to
render a professional service  within  this  state,  (2)  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  or  (3)  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;  except  that all
partners of a professional partnership that provides medical services in
this state must be licensed pursuant to article 131 of the education law
to practice medicine in this state and all partners  of  a  professional
partnership that provides dental services in this state must be licensed
pursuant  to  article  133 of the education law to practice dentistry in
this state; except that all partners of a professional partnership  that
provides  veterinary services in this state must be licensed pursuant to
article 135 of the education law to practice veterinary medicine in this
state;  and  further  except  that  all  partners  of   a   professional
partnership  that  provides  professional  engineering,  land surveying,
geologic, 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.
(g)   "Professional  service  corporation"  means  (i)  a  corporation
organized under article fifteen of the business corporation law and (ii)
any other corporation organized under the business  corporation  law  or
any  predecessor  statute,  which  is authorized by, or holds a license,
certificate, registration or permit issued by, the  licensing  authority
pursuant  to  the  education  law to render professional services within
this state.
(h) "Professional service limited liability company" means  a  limited
liability company organized under article twelve of this chapter.
(i)  "Foreign  professional service corporation" has the meaning given
to it in paragraph (d) of section fifteen  hundred  twenty-five  of  the
business corporation law.