Title 10A — Title 10A

This chapter and the provisions of Chapter 1, to the extent applicable to professional corporations, may be cited as the Alabama Professional Corporation Law. History: (Acts 1983, No. 83-514, p. 763, §1; §10-4-380; amended and renumbered by Act 2009-513, p. 967, §201.)

Law. The provisions of the Alabama Business Corporation Law shall apply to professional corporations, domestic and foreign, except to the extent the provisions are inconsistent with the provisions of this chapter; provided, however, that in the case of nonprofit professional corp…

As used in this chapter, unless the context otherwise requires, the term: (1) DISQUALIFIED PERSON. Any person who is not a qualified person. (2) DOMESTIC PROFESSIONAL CORPORATION. A business professional corporation or nonprofit professional corporation organized pursuant to this…

A domestic professional corporation may be organized under this chapter for the purpose of, and shall have the power to render, professional services if the domestic professional corporation complies with the rules of the licensing authority for such profession; provided that in …

(a) Any corporation whose certificate of incorporation includes as a stated purpose the performance of professional services may be incorporated under this chapter by stating in its certificate of incorporation that it is incorporated under this chapter. (b) A domestic profession…

Certificate of Formation. (a) Subject to Section 10A-4-5.07, a domestic professional corporation, including a professional corporation that is a nonprofit corporation, shall have all the powers necessary or convenient to effectuate its purposes, including those enumerated in Sect…

A professional corporation, domestic or foreign, may render professional services in this state only through individuals permitted to render the services in this state; but nothing in this chapter shall be construed to require that any individual who is employed by a professional…

(a) A domestic professional corporation may issue stock, fractions of a share of stock, and rights or options to purchase stock only to qualified persons. (b) Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standa…

(a) Upon the death of a stockholder of a domestic professional corporation, upon a stockholder of a domestic professional corporation becoming a disqualified person, or upon stock of a domestic professional corporation being transferred by operation of law or court decree to a di…

(a) Every individual who renders professional services as an employee of a professional corporation shall be liable for any negligent or wrongful act or omission in which that individual personally participates to the same extent as if that individual rendered the services as a s…

(a) The relationship between an individual performing professional services as an employee of a professional corporation, domestic or foreign, and a client or patient shall be the same as if the individual performed the services as a sole practitioner. (b) The relationship betwee…

A voting trust with respect to stock of a domestic professional corporation shall not be valid unless all the trustees and beneficiaries thereof are qualified persons, except that a voting trust may be validly continued for a period of 12 months after the death of a deceased bene…

At least one director of a domestic professional corporation and the president of a domestic professional corporation shall be qualified persons with respect to the domestic professional corporation; provided, however, that the foregoing restriction shall not apply for a period o…

Administrators, executors, guardians, conservators, or receivers of the estates of stockholders of a domestic professional corporation who hold all of the outstanding stock of the domestic professional corporation may amend the certificate of incorporation by signing a written co…

(a) A domestic professional corporation may convert to or merge with another corporation, professional corporation, or another type of entity, domestic or foreign, if permitted under the Alabama Business Corporation Law, the Alabama Nonprofit Corporation Law, or Article 8 of Chap…

The Attorney General may institute proceedings to involuntarily dissolve a domestic professional corporation. A licensing authority may request that the Attorney General institute the proceedings. History: (Acts 1983, No. 83-514, p. 763, §17; §10-4-396; amended and renumbered by …

(a) A foreign professional corporation shall be entitled to register under Article 7 of Chapter 1 for authority to render professional services in this state only if: (1) A domestic professional corporation would be allowed to register or procure a certificate of authority or equ…

The certificate of authority of a foreign professional corporation may be revoked by the Secretary of State if the foreign professional corporation fails to comply with any provision of this chapter applicable to the foreign professional corporation. Each licensing authority in t…

(a) Every business professional corporation, domestic or foreign, is required to file an annual report under the Alabama Business Corporation Law, and shall include in the annual report, in addition to the items required by the Alabama Business Corporation Law: (1) A statement th…

(a) Each licensing authority of this state may propound to any professional corporation, domestic or foreign, organized to practice a profession within the jurisdiction of the licensing authority, and to any officer or director thereof, the interrogatories as may be reasonably ne…

Interrogatories. (a) Each officer and director of a professional corporation, domestic or foreign, who signs any certificate, statement, report, application, answer to an interrogatory, or other document filed pursuant to this article with the licensing authority having jurisdict…

(a) Nothing in this chapter shall restrict or limit in any manner the authority or duty of a licensing authority with respect to individuals rendering a professional service within the jurisdiction of the licensing authority. Nothing in this chapter shall restrict or limit any la…

(a) The provisions of this chapter shall apply to all existing corporations organized under the statute formerly codified as Article 11 of Chapter 4, Title 10 and repealed by Acts 1983, No. 83-514, effective January 1, 1984; provided, that any professional corporation, or nonprof…