New York Consolidated Laws, Business Corporation Law - BSC § 1525. Definitions

(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.  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.

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