Title 10 — Corporations and Associations

In this chapter, unless the context otherwise requires: 1. "Disqualified person" means an individual or entity that is not or ceases to be a qualified person. 2. "Foreign professional corporation" means a corporation or association for profit incorporated for the purpose of rende…

Chapters 1 through 17 of this title apply to professional corporations, both domestic and foreign, to the extent they are not inconsistent with the express provisions of this chapter.

A. One or more persons may incorporate a professional corporation by delivering to the commission for filing a certificate of disclosure that contains the information set forth in section 10-202, subsection D and is subject to the requirements of section 10-202, subsection F and …

A. Except to the extent authorized by subsection B of this section or the other provisions of this chapter, a corporation may elect professional corporation status under section 10-2210 solely for the purpose of rendering professional services, including services ancillary to the…

A. Except as provided in subsection B of this section, a professional corporation has the powers enumerated in section 10-302. B. A professional corporation may be a general partner of a partnership, a trustee of a trust, a co-venturer of a joint venture or a manager of a limited…

A. A domestic or foreign professional corporation may render professional services in this state only through individuals licensed in this state to render the services. B. Subsection A of this section does not: 1. Require an individual employed by a professional corporation to be…

A. A professional corporation may not render any professional service or engage in any business other than the professional service, including services ancillary to the professional service, and the business authorized by its articles of incorporation, except to the extent that t…

A. 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 sections 10-401 and 10-1506, shall: 1. Contain the words "professional corporation", "professi…

A. A professional corporation may issue voting shares, fractional voting shares and rights or options to purchase voting shares only to: 1. Individuals who are licensed by law in this or another state to render a professional service described in the corporation's articles of inc…

Notwithstanding section 10-627, no statement or notice of any restrictions imposed by this chapter on the transfer of shares of a professional corporation is required to appear on any share certificate issued by a professional corporation or to otherwise be provided to the shareh…

A. Voting shares, fractional voting shares and rights or options to purchase voting shares of a professional corporation that are held by persons described in section 10-2220, subsection A, paragraphs 1, 2 and 3 may be transferred or pledged, whether voluntarily, involuntarily, b…

A. Except as provided in subsection C of this section, and unless the shares are otherwise acquired by a qualified person within the applicable time period specified in section 10-2227, a professional corporation shall acquire the voting shares of its shareholder within the appli…

A. If shares must be acquired under section 10-2223 and the price is not fixed as described in section 10-2223, subsection B, paragraph 1, the professional corporation shall deliver within the applicable time period specified in section 10-2227 a written notice to the disqualifie…

A. If a disqualified shareholder does not accept the professional corporation's offer under section 10-2224, subsection B within the thirty day period or if the professional corporation does not make an offer pursuant to section 10-2224, subsection A within the applicable time pe…

A. The court in an appraisal proceeding commenced under section 10-2225 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 unless the…

If the shares of a disqualified shareholder are not acquired pursuant to section 10-2223 within ten months after the death or dissolution of the shareholder or within five months after the disqualification or transfer, the professional corporation shall immediately cancel the sha…

In this article, unless the context otherwise requires, "disqualified shareholder" means a shareholder described in subsection 10-2223, subsection A, paragraph 1 or 2 or the legal representative of that shareholder.

At least one-half of the directors of a professional corporation and its president, if any, shall be licensed in this or another state to render a professional service described in the corporation's articles of incorporation.

A. Only a qualified person may be appointed a proxy to vote any voting shares of a professional corporation. B. A voting trust with respect to voting shares of a professional corporation is not valid unless all of its trustees and beneficiaries are qualified persons. If a trustee…

Nothing in this chapter shall be construed to alter any law applicable to the relationship between persons furnishing and receiving professional service.

Nothing in this chapter shall be construed to alter any privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under any applicable law. The privilege applies to a domestic or foreign professio…

A shareholder of a professional corporation is personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by the shareholder or by any person under the shareholder's direct supervision and control while rendering professional services on…

A. A domestic professional corporation may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a division by complying with chapters 11 and 13 of this title and title 29, chapter 6. B. If a domestic professional corporation is to …

A. If a professional corporation ceases to render professional services or otherwise elects to terminate its professional corporation status, it shall amend its articles of incorporation to: 1. Delete references to rendering professional services, unless as described in section 1…

The attorney general may commence a proceeding under sections 10-1430 through 10-1433 to dissolve a professional corporation if: 1. The commission serves written notice on the corporation under section 10-504 that it has violated or is violating a provision of this chapter. 2. Th…

A. Except as provided in subsection C of this section, a foreign professional corporation shall not transact business in this state until it is granted authority to transact business in this state from the commission. B. A foreign professional corporation may not obtain authority…

The application of a foreign professional corporation for authority to transact business in this state shall contain the information prescribed in section 10-1503 and shall include a statement that at least one-half of its shareholders who are entitled to vote for the election of…

Pursuant to chapter 15, article 3 of this title, the commission may administratively revoke the authority of a foreign professional corporation to transact business in this state if a licensing authority with jurisdiction over a professional service described in the corporation's…

A. This chapter applies to all Arizona corporations that were incorporated under or that were subject to chapter 3, article 1 of this title on December 31, 1995. If an existing corporation to which this chapter applies is required to amend its articles of incorporation to comply …