NC Bar Information About Legal ServicesInformation About Legal Services08K .0201 CORPORATE AND PROFESSIONAL LIMITED LIABILITY COMPANY NAMES(a) The corporate name of a professional corporation registered under these Rules shall contain the wording "corporation," "incorporated," "limited," "company," "professional corporation," or "professional association," or an abbreviation of one of the foregoing: "Corp.," "Inc.," "Ltd.," "Co.," "P.C.," or "P.A."(b) The corporate name of a professional limited liability company registered under these Rules shall contain the wording "professional limited liability company," "professional ltd. liability co.," "professional limited liability co.," or "professional ltd. liability company," or an abbreviation of one of the foregoing: "P.L.L.C." or "PLLC."(c) The use of "CPA" or "Certified Public Accountant(s)" in the corporate name is encouraged, but not required. Any name shall also meet the requirements in 21 NCAC 08N .0302 and .0307.08K .0301 REGISTERED LIMITED LIABILITY PARTNERSHIPS(a) Any Registered Limited Liability Partnership created pursuant to and in compliance with G.S. 59 shall also comply with all accountancy laws and rules pertaining to partnerships.(b) Before any CPA registered limited liability partnership may perform or offer to perform any professional services in this state, it shall file with the Board the certificate of registration of the Secretary of State and appropriate fees payable to the Secretary of State.Chapter 55B. Professional Corporation Act. § 55B-1. Title.This Chapter may be cited as "The Professional Corporation Act." (1969, c. 718,s. 1.)§ 55B-2. Definitions.As used in this Chapter, the following words shall, unless the context requiresotherwise, have the following meanings:(1) "Disqualified person" means a licensed person who for any reasonbecomes legally disqualified to render the same professional serviceswhich are or were being rendered by the professional corporation ofwhich such person is an officer, director, shareholder or employee.(2) "Licensee" means any natural person who is duly licensed by theappropriate licensing board to render the same professional serviceswhich will be rendered by the professional corporation of which he is,or intends to become, an officer, director, shareholder or employee.(3) "Licensing board" means a board which is charged with the licensingand regulating of the profession or practice in this State in which theprofessional corporation is organized to engage.(4) The term "licensing board," as the same applies to attorneys at law,shall mean the Council of the North Carolina State Bar, and it shallinclude the North Carolina State Board of Law Examiners only to theextent that the North Carolina Board of Law Examiners is authorized toissue licenses for the practice of law under the supervision of theCouncil of the North Carolina State Bar.(5) "Professional corporation" means a corporation which is engaged inrendering the professional services as herein specified and defined,pursuant to a certificate of registration issued by the Licensing Boardregulating the profession or practice, and which has as its shareholdersonly those individuals permitted by G.S. 55B-6 of this Chapter to beshareholders and which designates itself as may be required by thisstatute, and which is organized under the provisions of this Chapter andof Chapter 55, the North Carolina Business Corporation Act.(6) The term "professional service" means any type of personal orprofessional service of the public which requires as a conditionprecedent to the rendering of such service the obtaining of a licensefrom a licensing board as herein defined, and pursuant to the followingprovisions of the General Statutes: Chapter 83A, "Architects"; Chapter84, "Attorneys-at-Law"; Chapter 93, "Public Accountants"; and thefollowing Articles in Chapter 90: Article 1, "Practice of Medicine,"Article 2, "Dentistry," Article 6, "Optometry," Article 7, "Osteopathy,"Article 8, "Chiropractic," Article 9A, "Nursing Practice Act," withregard to registered nurses, Article 11, "Veterinarians," Article 12A,"Podiatrists," Article 18A, "Practicing Psychologists," Article 18C,"Marriage and Family Therapy Licensure," Article 18D, "OccupationalTherapy," Article 22, "Licensure Act for Speech and LanguagePathologists and Audiologists," and Article 24, "Licensed ProfessionalCounselors"; Chapter 89C, "Engineering and Land Surveying"; Chapter89A, "Landscape Architects"; Chapter 90B, "Social WorkerCertification and Licensure Act" with regard to Licensed Clinical SocialWorkers as defined by G.S. 90B-3; Chapter 89E, "Geologists"; Chapter89B, "Foresters"; and Chapter 89F, "North Carolina Soil ScientistLicensing Act". (1969, c. 718, s. 2; 1971, c. 196, s. 1; 1977,c. 53; c. 855, s. 1; 1979, c. 460; 1989 (Reg. Sess., 1990),c. 1024, s. 3; 1991, c. 205, s. 1; 1995, c. 382, s. 2;1997-421, s. 2; 2000-115, s. 4; 2001-487, s. 40(d);2003-117, s. 3; 2004-199, s. 19; 2004-203, s. 4.)§ 55B-4. Formation of corporation.A professional corporation under this Chapter may be formed pursuant to theprovisions of Chapter 55, the North Carolina Business Corporation Act, with thefollowing limitations:(1) At least one incorporator shall be a "licensee" as hereinabove defined inG.S. 55B-2(2).(2) All of the shares of stock of the corporation shall be owned and held bya licensee, or licensees, as hereinabove defined in G.S. 55B-2(2), exceptas otherwise permitted in G.S. 55B-6.(3) At least one director and one officer shall be a "licensee" as hereinabovedefined in G.S. 55B-2(2).(4) The articles of incorporation, in addition to the requirements of Chapter55, shall designate the personal services to be rendered by theprofessional corporation and shall be accompanied by a certification bythe appropriate licensing board that the ownership of the shares of stockis in compliance with the requirements of G.S. 55B-4(2) and G.S.55B-6. (1969, c. 718, s. 4; 1977, c. 855, s. 1; 1989 (Reg.Sess., 1990), c. 1024, s. 3; 1991, c. 205, s. 2; 1995,
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