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 requires otherwise have the following meanings 1 Disqualified person means a licensed person who for any reason becomes legally disqualified to render the same professional services which are or were being rendered by the professional corporation of which such person is an officer director shareholder or employee 2 Licensee means any natural person who is duly licensed by the appropriate licensing board to render the same professional services which 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 licensing and regulating of the profession or practice in this State in which the professional 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 shall include the North Carolina State Board of Law Examiners only to the extent that the North Carolina Board of Law Examiners is authorized to issue licenses for the practice of law under the supervision of the Council of the North Carolina State Bar 5 Professional corporation means a corporation which is engaged in rendering the professional services as herein specified and defined pursuant to a certificate of registration issued by the Licensing Board regulating the profession or practice and which has as its shareholders only those individuals permitted by G S 55B 6 of this Chapter to be shareholders and which designates itself as may be required by this statute and which is organized under the provisions of this Chapter and of Chapter 55 the North Carolina Business Corporation Act 6 The term professional service means any type of personal or professional service of the public which requires as a condition precedent to the rendering of such service the obtaining of a license from a licensing board as herein defined and pursuant to the following provisions of the General Statutes Chapter 83A Architects Chapter 84 Attorneys at Law Chapter 93 Public Accountants and the following 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 with regard to registered nurses Article 11 Veterinarians Article 12A Podiatrists Article 18A Practicing Psychologists Article 18C Marriage and Family Therapy Licensure Article 18D Occupational Therapy Article 22 Licensure Act for Speech and Language Pathologists and Audiologists and Article 24 Licensed Professional Counselors Chapter 89C Engineering and Land Surveying Chapter 89A Landscape Architects Chapter 90B Social Worker Certification and Licensure Act with regard to Licensed Clinical Social Workers as defined by G S 90B 3 Chapter 89E Geologists Chapter 89B Foresters and Chapter 89F North Carolina Soil Scientist Licensing 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 the provisions of Chapter 55 the North Carolina Business Corporation Act with the following limitations 1 At least one incorporator shall be a licensee as hereinabove defined in G S 55B 2 2 2 All of the shares of stock of the corporation shall be owned and held by a licensee or licensees as hereinabove defined in G S 55B 2 2 except as otherwise permitted in G S 55B 6 3 At least one director and one officer shall be a licensee as hereinabove defined in G S 55B 2 2 4 The articles of incorporation in addition to the requirements of Chapter 55 shall designate the personal services to be rendered by the professional corporation and shall be accompanied by a certification by the appropriate licensing board that the ownership of the shares of stock is 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 c 351 s 15 55B 5 Corporate name The corporate name used by professional corporations under this Chapter except as limited by the licensing acts of the respective professions shall be governed by the provisions of Chapter 55D provided that professional corporations may use the words Professional Association P A Professional Corporation or P C in lieu of the corporate designations specified in Chapter 55D and provided further that licensing boards by regulations may make further corporate name requirements or limitations for the respective professions but such regulations may not prohibit the continued use of any corporate name duly adopted in conformity with the General Statutes and with the pertinent licensing board regulations in effect at the date of such adoption 1969 c 718 s 5 1983 c 22 1989 Reg Sess 1990 c 1024 s 3 2001 358 s 25 2001 387 ss 173 175 a 2001 413 s 6 Article 3 Names 55D 20 Name requirements a In addition to the requirements of any other applicable section of the General Statutes 1 The name of a corporation must contain the word corporation incorporated company or limited or the abbreviation corp inc co or ltd 2 The name of a limited liability company must contain the words limited liability company or the abbreviation L L C or LLC or the combination ltd liability co limited liability co or ltd liability company 3 The name of a limited partnership that is not a limited liability limited partnership must contain the words limited partnership the abbreviation L P or LP or the combination ltd partnership 4 The name of a limited liability limited partnership must contain the words registered limited liability limited partnership or limited liability limited partnership or the abbreviation L L L P R L L L P LLLP or RLLLP 5 A registered limited liability partnership s name must contain the words registered limited liability partnership or limited liability partnership or the abbreviation L L P R L L P LLP or RLLP b In addition to the requirements of subsection a of this section the name of a limited partnership shall not contain the name of a limited partner unless i it is also the name of a general partner or the
View Full Document
Unlocking...