Chapter 156A

Section 1. This chapter shall be known and may be cited as the Professional Corporation Law.

Section 10. (a) A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to: (1) natural persons who are licensed in the commonwealth or in any other state or territory of the United States or the District of Columbia to render…

Section 11. No proxy for shares of a professional corporation shall be valid unless it shall be given to a qualified person, or unless it is limited to voting for one or more of the actions described in subsection (a) of section thirteen under the circumstances described therein.…

Section 12. (a) It shall be provided in the articles or organization or by-laws of a professional corporation, or in an agreement binding upon all of its shareholders, that the corporation shall redeem all of the shares of a shareholder upon the occurrence of any one or more of t…

Section 13. (a) If any of the events described in subsection (a) of section twelve shall occur with respect to the sole shareholder of a professional corporation or if the corporation is disqualified from rendering, or will cease rendering, any further professional services pursu…

Section 14. A professional corporation which has ceased to render any professional services under this chapter or which is permitted to render professional services as a business corporation organized under chapter 156D may change its status by merging into or consolidating with …

Section 15. If action required by section 12 or 13 is not taken within the prescribed time period, or it shall be established that a professional corporation has failed to comply with this chapter, the state secretary may dissolve the corporation in accordance with section 14.21 …

Section 16. (a) Except as provided in section fourteen, a professional corporation may merge or consolidate with another corporation, domestic or foreign, only if every shareholder of each corporation is a qualified person with respect to the surviving or resulting corporation. (…

Section 17. (a) A foreign professional corporation shall register under the provisions of this section if (1) it maintains an office in the commonwealth; or (2) any of its shareholders, officers, or directors conducts such activity on behalf of the corporation in the commonwealth…

Section 18. The annual report of a professional corporation or a foreign professional corporation shall, in addition to the information required by section 16.22 of subdivision B of Part 16 of chapter 156D, shall list the names and addresses of all shareholders and shall contain …

Section 19. Each regulating board in the commonwealth is hereby authorized to promulgate rules for professional corporations consistent with this chapter which are deemed necessary in the public interest or required by the public health or welfare or by generally recognized stand…

Section 2. In this chapter, unless the context otherwise requires, the following words shall have the following meanings: (a) ''Professional corporation'', a domestic corporation organized under this chapter for the purpose of rendering one or more professional services. As used …

Section 3. (a) Except as hereinafter provided, a professional corporation may be organized under this chapter only for the purpose of rendering professional services and services ancillary thereto within a single profession. (b) A professional corporation may be organized for the…

Section 4. (a) Chapter 156D shall apply to professional corporations and which shall enjoy the powers and privileges, and be subject to the duties, restrictions and liabilities of corporations organized under said chapter, except where inconsistent with this chapter. (b) A profes…

Section 5. A professional corporation may render professional services in the commonwealth only through its officers, employees and agents who are duly licensed to render such professional services in the commonwealth; provided, however, that nothing in this chapter shall be cons…

Section 6. (a) Except as otherwise provided by law or regulation, the personal liability of a shareholder of a professional corporation organized under this chapter shall be no greater in any respect than that of a shareholder of a corporation organized under chapter 156D. (b) Th…

Section 7. One or more individuals, each of whom is licensed to perform a professional service, may organize a professional corporation by complying with Part 2 of chapter 156D. The articles or organization of a professional corporation shall contain the following: (a) corporate …

Section 8. The corporate name of every professional corporation shall end with the word ''Professional Corporation'', ''Corporation'' or ''Incorporated'' or the abbreviation ''P.C.'', ''Corp.'' or ''Inc.'' or any other word or words which in the judgment of the state secretary in…

Section 9. A majority of directors of a professional corporation and all of its officers except the treasurer, clerk, secretary and any assistant treasurer, assistant clerk or assistant secretary shall be licensed in the commonwealth to render a professional service permitted by …