Title 11, Title 11: Corporations, Partnerships and Associations

§ 821. Purposes (a) Except to the extent authorized by subsection (b) of this section, a corporation may elect professional corporation status under section 820 of this title, solely for the purpose of rendering professional services (including services ancillary to them) and sol…

§ 822. General powers (a) Except as provided in subsection (b) of this section, a professional corporation has the powers enumerated in 11A V.S.A. § 3.02. (b) A professional corporation may be a promoter, general partner, member, associate, or manager of a partnership, joint vent…

§ 823. Rendering professional services (a) A domestic or foreign corporation may render professional services in this State through individuals licensed or otherwise authorized in this State to render the services. (b) Subsection (a) of this section does not: (1) require an indiv…

§ 824. Prohibited activities (a) A professional corporation may not render any professional service or engage in any business other than the professional service and business authorized by its articles of incorporation. (b) Subsection (a) of this section does not prohibit a profe…

§ 825. Corporate name (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 11A V.S.A. §§ 4.01 and 15.06: (1) must contain the words “professional …

§ 830. Issuance of shares (a) Except as provided in section 881 of this title, a professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to: (1) individuals who are authorized by law to render a professional service described in…

§ 831. Notice of professional corporation status on shares (a) The following statement must appear conspicuously on each share certificate issued by a professional corporation: “The transfer of shares of a professional corporation is restricted by the Vermont Professional Corpora…

§ 832. Share transfer restriction (a) A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options for the purchase of shares of the corporation only to individuals, and general partnerships qualified under section 830 of thi…

§ 833. Compulsory acquisition of shares after death or disqualification of shareholder (a) A professional corporation must acquire (or cause to be acquired by a qualified person) the shares of its shareholder, at a price the corporation believes represents their fair value as of …

§ 834. Acquisition procedure (a) If shares must be acquired under section 833 of this title, the professional corporation shall deliver a written notice to the executor or administrator of the estate of its deceased shareholder, or to the disqualified person or transferee, offeri…

§ 835. Court action to appraise shares (a) If the disqualified person or the executor or administrator of the estate of a deceased shareholder does not accept the professional corporation’s offer under subsection 834(b) of this title within the 30-day period, the disqualified per…

§ 836. Court costs and fees of experts (a) The court, in an appraisal proceeding commenced under section 835 of this title, shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the c…

§ 837. Cancellation of disqualified shares If the shares of a disqualified person or the estate of a deceased shareholder are not acquired under section 834 or 835 of this title within 10 months after the death of the shareholder or within five months after the disqualification o…

§ 840. Directors and officers Not fewer than one-half of the directors of a professional corporation and all of its officers, except the secretary and treasurer (if any), must be qualified persons with respect to the corporation, except as provided in section 881 of this title. (…

§ 841. Voting of shares (a) Only a qualified person may be appointed a proxy to vote shares of a professional corporation. (b) A voting trust with respect to shares of a professional corporation is not valid unless all of its trustees and beneficiaries are qualified persons. But,…

§ 842. Confidential relationship (a) The relationship between an individual rendering professional services as an employee of a domestic or foreign professional corporation and his or her client or patient is the same as if the individual were rendering the services as a sole pra…

§ 843. Privileged communications A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statute or common law of the state is not affected by this chapter. The privilege applies to …

§ 844. Responsibility for professional services (a) An obligation of a professional corporation, whether arising in contract, tort, or otherwise, is solely the obligation of the professional corporation. (b) Except as otherwise provided by statute, if a domestic or foreign profes…

§ 850. Merger (a) If all the shareholders of the disappearing and surviving corporations are qualified to be shareholders of the surviving corporation, a professional corporation may merge with another domestic or foreign professional corporation or with a domestic or foreign bus…

§ 851. Termination of professional activities 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 11A V.S…

§ 852. Judicial dissolution The Attorney General may commence a proceeding under 11A V.S.A. §§ 14.30-14.33 to dissolve a professional corporation, if: (1) the Secretary of State or a licensing authority with jurisdiction over a professional service described in the corporation’s …

§ 860. Authority to transact business (a) A foreign professional corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State. (b) A foreign professional corporation may not obtain a certificate of authority, unless: …

§ 861. Application for certificate of authority The application of a foreign professional corporation for a certificate of authority to render professional services in this State must contain the information called for by 11A V.S.A. § 15.03, and, in addition, include a statement …

§ 862. Revocation of certificate of authority The Secretary of State may administratively revoke, under 11A V.S.A. §§ 15.30-15.32, the certificate of authority of a foreign professional corporation authorized to transact business in this State if a licensing authority with jurisd…

§ 870. Articles of incorporation for licensing authority A domestic or foreign professional corporation authorized to transact business in this State may not render professional services in this State until it delivers a certified copy of its articles of incorporation for filing …

§ 871. Annual report for Secretary of State The annual report required by 11A V.S.A. § 16.22 for each domestic professional corporation, and for each foreign professional corporation authorized to transact business in this State, must include a statement that all of its sharehold…

§ 872. Licensing authority’s regulatory jurisdiction This chapter does not restrict the jurisdiction of a licensing authority over individuals rendering a professional service within the jurisdiction of the licensing authority, nor does it affect the interpretation or application…

§ 873. Penalty for signing false document (a) A person commits an offense if he or she signs a document he or she knows is false in any material respect with intent that the document be delivered to the licensing authority for filing. (b) An offense under this section is a misdem…

§ 880. Application to existing corporations (a) This chapter does not apply to a corporation now existing unless the corporation elects professional corporation status under section 820 of this title. (b) This chapter does not affect an existing or future right or privilege to re…

§ 881. Compliance with ownership provisions Notwithstanding the ownership limitations imposed by this chapter, persons who are authorized pursuant to 26 V.S.A chapter to own shares of an organization rendering licensed accounting services may own shares of a professional corporat…