§ 48-101-601. Short Title
This part shall be known and may be cited as the “Tennessee Professional Corporation Act.”
§ 48-101-602. Applicability of Tennessee Business Corporation Act
The Tennessee Business Corporation Act, compiled in Chapters 11 27 of this title, applies to professional corporations, both domestic and foreign, to the extent not inconsistent with this part.
§ 48-101-603. Part Definitions
As used in this part, unless the context otherwise requires: “Disqualified person” means an individual or entity that for any reason is or becomes ineligible under this part to be issued shares by a professional corporation; “Domestic professional corporation” means a professional corporation; “Foreign professional corporation” means a corporation or association for profit incorporated for […]
§ 48-101-604. Incorporation
One (1) or more persons may incorporate a professional corporation by delivering to the secretary of state for filing a charter that states: It is a professional corporation; and Its purpose is to render the specified professional services. A corporation incorporated under a general law of this state whose charter has not been repealed by […]
§ 48-101-605. Election
Except to the extent authorized by subsection (b), a corporation may elect professional corporation status under § 48-101-604 solely for the purpose of rendering professional services (including services ancillary to it) and solely within a single profession. A corporation may elect professional corporation status under § 48-101-604 for the purpose of rendering professional services within […]
§ 48-101-606. Powers — Professional Services
Except as provided in subsection (b), a professional corporation has the powers enumerated in chapter 13 of this title. A professional corporation may be a promoter, general partner, member, associate or manager of a partnership, joint venture, trust or other entity only if the entity is engaged solely in rendering professional services or in carrying […]
§ 48-101-607. Rendering Professional Services in This State — Requirements
A domestic or foreign corporation may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services. Subsection (a) does not: Require an individual employed by a professional corporation to be licensed to perform services for the corporation if a license is not otherwise required; Prohibit […]
§ 48-101-608. Professional Services Limited by Charter
A professional corporation may not render any professional service or engage in any business other than the professional service and business authorized by its charter. Subsection (a) does not prohibit a professional corporation from investing its funds in real estate, mortgages, securities or any other type of investment.
§ 48-101-609. Name
The name of a domestic professional corporation and of a foreign professional corporation authorized to transact business in this state, in addition to satisfying the requirements of chapter 14 (except for § 48-14-101(a)(1)) and chapter 25 of this title: Must contain the words “professional corporation,” “professional association,” or “service corporation” or the abbreviation “P.C.,” “P.A.,” […]
§ 48-101-610. Stock — Limitations on Ownership
A professional corporation may issue shares, fractional shares, and rights to purchase shares. A professional corporation may only issue shares for sale to other persons not licensed to practice such profession in Tennessee if the licensing authority which licenses the professionals forming such corporations specifically authorizes the issuance of such shares. If permitted by the […]
§ 48-101-611. Required Statement to Appear on Each Share Certificate
The following statement must appear conspicuously on each share certificate issued by a professional corporation: The transfer of shares of a professional corporation is restricted by the Tennessee Professional Corporation Act, and is subject to further restriction imposed from time to time by the licensing authority. Shares of a professional corporation are also subject to […]
§ 48-101-612. Transfer or Pledge of Shares
A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the corporation only to individuals, general partnerships, professional limited liability companies and professional corporations qualified under § 48-101-610 to be issued shares. Nothing in this section shall be construed as prohibiting such a shareholder […]
§ 48-101-613. When Professional Corporation Must Acquire the Shares of Its Stockholder
A professional corporation must acquire (or cause to be acquired by a qualified person) the shares of its shareholder, at a price the corporation believes represents their fair value as of the date of death, disqualification, transfer, retirement or termination of employment, if: The shareholder dies; The shareholder becomes a disqualified person, except as provided […]
§ 48-101-614. Notice of Acquisition of Shares — Acceptance — Termination of Interest
If shares must be acquired under § 48-101-613, the professional corporation shall deliver a written notice to the personal representative of the estate of its deceased shareholder, or to the disqualified person, the transferee, the retiree, or the shareholder terminating such shareholder’s employment with the corporation, offering to purchase the shares at a price the […]
§ 48-101-615. Commencement of Proceedings to Determine Fair Value of Shares
If the disqualified shareholder does not accept the professional corporation’s offer under § 48-101-614(b) within the thirty-day period, the shareholder during the following thirty-day period may deliver a written notice to the corporation demanding that it commence a proceeding to determine the fair value of the shares. The corporation may commence a proceeding at any […]
§ 48-101-616. Assessment of Proceeding Costs
The court in an appraisal proceeding commenced under § 48-101-615 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional corporation. But the court may assess costs against the disqualified shareholder, in an amount the court finds equitable, […]
§ 48-101-617. Shares of a Disqualified Person
If the shares of a disqualified person are not acquired under § 48-101-614 or § 48-101-615 within ten (10) months after the death of the shareholder or within five (5) months after the disqualification, transfer, retirement or termination of employment, the professional corporation shall immediately cancel the shares on its books, and the disqualified person […]
§ 48-101-618. Officers and Directors
If persons other than qualified persons are permitted by the licensing authority to serve as officers or directors, not less than one half (½) of the directors of a professional corporation and all of its officers, except the secretary and assistant secretary, and treasurer (if any) and any assistant treasurer (if any), of any professional […]
§ 48-101-619. Proxy to Vote Shares
Only a qualified person may be appointed a proxy to vote shares of a professional corporation. A voting trust with respect to shares of a professional corporation is not valid unless all of its trustees and beneficiaries are qualified persons. But if a beneficiary who is a qualified person dies or becomes disqualified, a voting […]
§ 48-101-620. Privileged Communications
A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statutes or common law of this state is not affected by this part. The privilege applies to a domestic or foreign professional corporation and to its employees in all situations in which it applies to […]