Title 13, Title 13

A professional corporation has the powers enumerated in Title 13-C, section 302.

1. License required. A domestic professional corporation or foreign professional corporation may render professional services in this State only through individuals licensed or otherwise authorized in this State to render the services. 2. Scope. Nothing in subsection 1 may be con…

1. Limited activities. A professional corporation may not render any professional service or engage in any business or service other than the professional service and business authorized by its articles of incorporation and services or businesses reasonably related thereto. 2. In…

1. Words required. The name of a domestic professional corporation or of a foreign professional corporation authorized to transact business in this State, in addition to satisfying the requirements of Title 13‑C, sections 401 and 1506: A. Must contain the words "chartered," "prof…

1. Qualified shareholders. A professional corporation may issue shares, fractional shares and rights or options to purchase shares only to: A. Individuals who are authorized by law in this State or another state to render a professional service described in the corporation's arti…

1. Limit to transfers. 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 qualified persons. 2. Other transfers void. A transfer of shares made in violation of subsection…

1. Triggering events. A professional corporation must acquire or cause to be acquired by a qualified person the shares of its shareholder if: A. The shareholder dies; [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The shareholder becomes a disqualified p…

1. Written notice. In the absence of an article provision, bylaw provision or private agreement described in section 743, subsection 2, if shares must be acquired under section 743, a professional corporation shall deliver a written notice to the executor or administrator of the …

1. Demand for proceeding. If a disqualified person does not accept a professional corporation's offer under section 744, subsection 2 within the 30-day period, the disqualified person at any time during the 60-day period following the effective date of the notice may deliver a wr…

1. Assessment of costs. The court in an appraisal proceeding commenced under section 745 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 corpo…

If the shares of a disqualified person are not acquired pursuant to section 743 within 10 months after the death of the shareholder or within 5 months after the disqualification or transfer, the professional corporation shall immediately cancel the shares on its books and the dis…

Not less than a majority of the directors of a professional corporation and all of its officers, except the clerk, secretary and treasurer, if any, must be qualified persons with respect to the corporation.

1. Right to vote. Except as otherwise provided in this section, only a qualified person may vote the shares of a professional corporation. 2. Proxies. Only a qualified person may be appointed a proxy to vote shares of a professional corporation. 3. Voting trusts. A voting trust w…

1. Relationship between professional and recipient of services. This chapter does not modify the liability of a person rendering a professional service with respect to that service. 2. Shareholder liability for debts and claims. Except as provided in subsection 3, the liability o…

1. Merger allowed. A professional corporation may merge with another domestic professional corporation or foreign professional corporation or with a domestic or foreign business entity as defined in Title 13-C if all the interest holders of the constituent entities are qualified …

If a professional corporation ceases to render professional services, it must amend its articles of incorporation to delete references to rendering professional services and to conform its corporate name to the requirements of Title 13-C, section 401. After the amendment becomes …

The Attorney General may commence a proceeding under Title 13‑C, sections 1430 to 1433 to dissolve a professional corporation if: [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 1. Service of notice of violation. The Secretary of State serves written notice …

1. Prohibition. Except as provided in subsection 3, a foreign professional corporation may not transact business in this State until it obtains authority from the Secretary of State. 2. Preconditions. A foreign professional corporation may not obtain authority to transact busines…

The application of a foreign professional corporation for authority to render professional services in this State must contain the information set forth in Title 13-C, section 1503 and in addition include a statement that all of its shareholders, not less than a majority of its d…