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§ 2903. Formation of professional corporations. (a) General rule.--A professional corporation shall be formed in accordance with Article B (relating to domestic business corporations generally) except that its articles shall contain a heading stating the name of the corporation and that it is a professional corporation. (b) Legislative intent.--It is the intent of the General Assembly to authorize by this chapter licensed persons to render professional services by means of a professional corporation in all cases. (c) Single-purpose corporations.--Except as provided in subsection (d), a professional corporation may be incorporated only for the purpose of rendering one specific kind of professional service. (d) Multiple-purpose corporations.-(1) A professional corporation may be incorporated to render two or more specific kinds of professional services to the extent that: (i) the several shareholders of the professional corporation, if organized as a partnership, could conduct a combined practice of such specific kinds of professional services; or (ii) the court, department, board, commission or other government unit regulating each profession involved in the professional corporation has by rule or regulation applicable to professional corporations expressly authorized the combined practice of the profession with each other profession involved in the corporation. Except as otherwise provided by statute, the government unit may promulgate regulations authorizing combined practice to the extent consistent with the public interest or required by the public health or welfare. (2) The provisions of paragraph (1) shall not create any vested rights. If by reason of a change in law, rule or regulation the right to practice professions in any particular combination is terminated, all existing professional corporations rendering a combination of professional services shall promptly reduce the specific kinds of professional services rendered by the corporations or shall otherwise reconstitute themselves so as to comply with the currently applicable restrictions applicable to all professions involved. Cross References. Section 2903 is referred to in sections 2904, 2906 of this title.
(June 22. limited liability company. stocks. mortgages.CORPORATIONS AND UNINCORPORATED ASSOCIATIONS Chapter 29 . and any such purported voting trust.--A professional corporation may be an equity owner of a partnership.Professional Corporations 2922 . P.2010 Pennsylvania Code Title 15 . Issuance and retention of shares. (a) General rule. 2001.CORPORATIONS AND UNINCORPORATED ASSOCIATIONS Chapter 29 .L. Stated purposes. rule or regulation applicable to a particular profession. all of the ultimate beneficial owners of shares in a professional corporation shall be licensed persons and any issuance or transfer of shares in violation of this restriction shall be void. 60 days) 2001 Amendment.--Except as otherwise provided by a statute. 2010 Pennsylvania Code Title 15 . (b). bonds or any other type of investment.Issuance and retention of shares.Professional Corporations 2923 .34. proxy or other . corporation or other association engaged in the business of rendering the professional service or services for which the professional corporation was incorporated. the fulfillment or rendering of its specific professional service or services and it may invest its funds in real estate. proxy or any other arrangement vesting another person (other than a person who is qualified to be a direct or indirect shareholder of the same corporation) with the authority to exercise the voting power of any or all of his shares.418. A shareholder of a professional corporation shall not enter into a voting trust. Act 34 amended subsec. Share | § 2923. (a) General rule.--A professional corporation shall not engage in any business other than the rendering of the professional service or services for which it was specifically incorporated except that a professional corporation may own real and personal property necessary for. Share | § 2922. eff. (b) Additional powers. No. or appropriate or desirable in.Stated purposes.
60 days. 18.L.. imd.169. (b) Ownership by estate. June 22.--Where a person who is a licensed person under the laws of another jurisdiction engages in activities in this Commonwealth that would be unlawful unless that person were also a licensed person under the laws of this Commonwealth. No. employees or agents who are licensed persons. 1992 Amendment. 1992.1333. P. Except as provided in the preceding sentence. 106. 7. 2001. administrators.834.L. but the personal representative of the estate shall not by reason of the retention of shares be authorized to participate in any decisions concerning the rendering of professional service. (c).--This section shall not be interpreted to preclude the use of clerks. Section 2923 is referred to in section 1504 of this title. Act 169 amended subsec.418.L.--A professional corporation may lawfully render professional services only through officers. eff. No. eff. 2010 Pennsylvania Code Title 15 . No.CORPORATIONS AND UNINCORPORATED ASSOCIATIONS Chapter 29 . 19.L. Share | § 2924. (b) Supporting staff. 1994. No. nurses. secretaries. P. 60 days) 2001 Amendment. this chapter shall not be construed to require that any proportion or number of the holders or beneficial owners of a professional corporation who are licensed persons shall be licensed persons under the laws of this Commonwealth. custom and practice to be rendering the professional service or services for which the professional corporation was incorporated nor to preclude the use of any other person who performs all his employment under the direct supervision and . (c) Interstate application. eff. shares of a professional corporation shall not be issued to or retained by or on behalf of him unless he is also a licensed person under the laws of this Commonwealth. P.34. the estate of a deceased shareholder may continue to hold shares of the professional corporation for a reasonable period of administration of the estate. P.198. Rendering professional services. (a) General rule.Professional Corporations 2924 . technicians and other assistants or paraprofessionals who are not usually and ordinarily considered by law.703. Act 34 amended subsecs. Cross References. 1990. bookkeepers.arrangement shall be void. (Dec. eff.Rendering professional services. (a) and (b). 60 days. The corporation may employ persons not so licensed but those persons shall not render any professional services rendered or to be rendered by it. Dec. Dec.--Unless a lesser period of time is provided in a bylaw adopted by the shareholders or in a written agreement among the shareholders of the corporation.
60 days) 1994 Amendment. render professional services unless duly licensed or admitted to practice as required by law. P.--The professional corporation shall be liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its officers. Share | § 2925. duties and liabilities between the person furnishing professional services and the person receiving professional services and to the standards for professional conduct.control of a licensed person. (a) General rule. A holder or owner of shares of a professional corporation shall not be under any liability to any creditor thereof except as provided in . a professional corporation may charge for the professional services of its officers. shareholders. under the guise of employment. (b) Professional liability unaffected.--Any officer. employee or agent of a professional corporation shall remain personally and fully liable and accountable for any negligent or wrongful acts or misconduct committed by him or by any person under his direct supervision and control while rendering professional services on behalf of the corporation to the person for whom the professional services were being rendered. if any. (c) Charges.L. Act 106 amended subsec.Professional relationship retained. tort and other legal rights. 2010 Pennsylvania Code Title 15 . including the law of this Commonwealth applicable to the confidential relationship. 7. and all confidential relationships enjoyed under statutes heretofore or hereafter enacted shall remain inviolate.--Unless otherwise provided in its articles. employees and agents.--Notwithstanding any other provision of law. may collect those charges and may compensate those who render the professional services. shareholder. employees or agents while they are engaged on behalf of the corporation in rendering professional services.Professional Corporations 2925 .CORPORATIONS AND UNINCORPORATED ASSOCIATIONS Chapter 29 .--This subpart shall not affect the law of this Commonwealth applicable to the professional relationship and the contract. No. 1994.703. A person shall not. (c) Liability of corporation.106. (b). shares of a professional corporation shall be nonassessable and a holder or owner of shares of a professional corporation shall not be under any liability to the professional corporation with respect to the shares. between the person rendering professional services and the person receiving professional services. (d) Liability of shareholders. (Dec. eff. Professional relationship retained.
P. 60 days) 1992 Amendment. board. commission or other government unit over licensed persons or any law. This chapter shall not affect or impair the disciplinary powers of the court. a rule or regulation shall not require the issuance by the corporation of assessable shares or require the inclusion of any provision in the articles that is inconsistent with the provisions of Article B (relating to domestic business corporations generally) as modified by this chapter. department. and all the disciplinary powers of. but. board. (b). 18. The court. 8922. Cross References. the court. eff.--A professional corporation shall be subject to the applicable rules and regulations adopted by. rule or regulation pertaining to the standards for professional conduct of licensed persons or to the professional relationship between any licensed person rendering professional services and the person receiving professional services. . (e) and added new subsecs. Act 169 amended subsec. 8523. 9506 of this title. unless otherwise provided by statute. No. 8705. Section 2925 is referred to in sections 1526. (c) and (d).L. (c) tosubsec. commission or other government unit regulating the profession in which the corporation is engaged.1333. (Dec. department. (e) Disciplinary jurisdiction unaffected. relettered subsec. board or other government unit may require that a professional corporation include in its articles provisions that conform to any rule or regulation heretofore or hereafter promulgated for the purpose of enforcing the ethics of a profession.169. department.subsection (b). 1992.