§ 801. Definitions As used herein, unless the context clearly indicates that a different meaning is intended: (1) “Professional corporation” means a corporation organized under this chapter. (2) “Professional service” means any type of personal service rendered to the public which requires as a condition precedent to the rendering of such service the obtaining of […]
§ 802. Articles of association One or more individuals, each of whom is licensed to render a professional service, may incorporate a professional corporation by filing articles of association with the Secretary of State. The articles of association shall meet the requirements of the general corporation law under chapter 17 of this title, except that […]
§ 803. Applicability of general corporation law The general corporation law under chapters 1 and 17 of this title shall be applicable to professional corporations and they shall enjoy the powers and privileges and be subject to the duties, restrictions, and liabilities of other corporations, except where inconsistent with the letter and purpose of this […]
§ 804. Purpose for which incorporated A professional corporation may be organized pursuant to the provisions of this chapter only for the purpose of rendering one specific type of professional service and services ancillary thereto and shall not engage in any other business than rendering the professional service which it was organized to render and […]
§ 805. Issuance and transfer of shares A professional corporation may issue the shares of its capital stock only to persons who are duly licensed to render the same specific professional service as those for which the corporation was organized. A shareholder may voluntarily transfer his or her shares in a professional corporation only to […]
§ 806. Officers, directors and shareholders No person may be an officer, director, or shareholder of a professional corporation who is not duly licensed to render the same specific professional services as those for which the corporation was organized. No person may be simultaneously an officer, director, or shareholder of more than one professional corporation. […]
§ 807. Professional services through officers, employees, agents A professional corporation may render professional services only through its officers, employees, and agents, who are duly licensed to render such professional services. However, this provision shall not be interpreted to prohibit the employment by a professional corporation of clerks, secretaries, bookkeepers, technicians, and other assistants who […]
§ 808. Professional relationship and liability This chapter does not alter the law involving liability of any person employed by the corporation arising out of professional services, and including the confidential relationship between the person rendering the professional service and the person receiving such professional service, if any, and all confidential relationship previously enjoyed under […]
§ 809. Professional regulation Nothing in this chapter shall restrict or limit in any manner the authority and duty of the regulating boards for the licensing of individual persons rendering professional services or the practice of the profession which is within the jurisdiction of such regulating board, notwithstanding the fact that such a person is […]
§ 810. Prohibited acts No professional corporation may do any act which is prohibited to be done by individual persons licensed to practice the profession which the professional corporation is organized to render. (1963, No. 218, § 11, eff. July 3, 1963.)
§ 811. Death or disqualification of shareholders The articles of association may provide for the purchase or redemption of the shares of any shareholder upon the death or disqualification of such shareholder, or the same may be provided in the bylaws or by private agreement. In the absence of a provision for the same in […]
§ 812. Certificates The regulating boards of the respective professions described herein are hereby authorized and directed to issue the certificates required by subdivision 802(3) of this title. Such certificates shall be on forms prescribed and furnished by the Secretary of State. (1963, No. 218, § 13, eff. July 3, 1963.)
§ 813. Statutory policy This chapter shall be so construed as to effectuate its general purpose of making available to professional persons the benefits of the corporate form for the business aspects of their practices, while preserving the established professional aspects of the personal relationship between the professional person and those he or she serves. […]
