Title 18 — Title 18 BUSINESSES AND PROFESSIONS
113 chapters · 2,288 sections in this title.
RCW 18.100.010 Legislative intent.
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It is the legislative intent to provide for the incorporation of an individual or group of individuals to render the same professional service to the public for which such individuals are required by law to be licensed or to obtain other legal authorization.[ 1969 c 122 s 1.]
RCW 18.100.020 Short title.
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This chapter may be cited as "the professional service corporation act".[ 1969 c 122 s 2.]
RCW 18.100.030 Definitions.
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As used in this chapter the following words shall have the meaning indicated:(1) The term "professional service" means any type of personal service to the public which requires as a condition precedent to the rendering of such service the obtaining of a license or other legal aut…
RCW 18.100.040 Application of chapter to previously organized corporations.
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This chapter shall not apply to any individuals or groups of individuals within this state who prior to the passage of this chapter were permitted to organize a corporation and perform personal services to the public by means of a corporation, and this chapter shall not apply to …
RCW 18.100.050 Organization of professional service corporations authorized generally—Architects, engineers, and health care professionals—Nonprofit corporations.
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(1) An individual or group of individuals duly licensed or otherwise legally authorized to render the same professional services within this state may organize and become a shareholder or shareholders of a professional corporation for pecuniary profit under the provisions of Titl…
RCW 18.100.060 Rendering of services by authorized individuals.
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(1) No corporation organized under this chapter may render professional services except through individuals who are duly licensed or otherwise legally authorized to render such professional services within this state. However, nothing in this chapter shall be interpreted to:(a) P…
RCW 18.100.065 Authority of directors, officers to render same services as corporation.
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Except as otherwise provided in RCW 18.100.118, all directors of a corporation organized under this chapter and all officers other than the secretary and the treasurer shall be duly licensed or otherwise legally authorized to render the same specific professional services within …
RCW 18.100.070 Professional relationships and liabilities preserved.
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Nothing contained in this chapter shall be interpreted to abolish, repeal, modify, restrict, or limit the law now in effect in this state applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving s…
RCW 18.100.080 Engaging in other business prohibited—Investments.
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No professional service corporation organized under this chapter shall engage in any business other than the rendering of the professional services for which it was incorporated or service as a trustee as authorized by RCW 11.36.021 or as a personal representative as authorized b…
RCW 18.100.090 Stock issuance.
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Except as otherwise provided in RCW 18.100.118, no professional corporation organized under the provisions of this chapter may issue any of its capital stock to anyone other than the trustee of a qualified trust or an individual who is duly licensed or otherwise legally authorize…
RCW 18.100.095 Validity of share voting agreements.
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Except for qualified trusts, a proxy, voting trust, or other voting agreement with respect to shares of a professional corporation shall not be valid unless all holders thereof, all trustees and beneficiaries thereof, or all parties thereto, as the case may be, are eligible to be…
RCW 18.100.100 Legal qualification of officer, shareholder or employee to render professional service, effect.
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Unless a director, officer, shareholder, agent or employee of a corporation organized under this chapter who has been rendering professional service to the public is legally qualified at all times to render such professional services within at least one state in which the corpora…
RCW 18.100.110 Sale or transfer of shares.
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No shareholder of a corporation organized as a professional corporation may sell or transfer his or her shares in such corporation except to the trustee of a qualified trust or another individual who is eligible to be a shareholder of such corporation. Any transfer of shares in v…
RCW 18.100.114 Merger or consolidation.
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A corporation organized under this chapter may merge or consolidate with another corporation, domestic or foreign, organized to render the same specific professional services, only if every shareholder of each corporation is eligible to be a shareholder of the surviving or new co…
RCW 18.100.116 Death of shareholder, transfer to ineligible person—Treatment of shares.
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(1) If:(a)(i) A shareholder of a professional corporation dies;(ii) A shareholder of a professional corporation becomes an ineligible person;(iii) Shares of a professional corporation are transferred by operation of law or court decree to an ineligible person; or(iv) A charitable…
RCW 18.100.118 Eligibility of certain representatives and transferees to serve as directors, officers, or shareholders.
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If all of the outstanding shares of a professional corporation are held by an administrator, executor, guardian, conservator, or receiver of the estate of a former shareholder, or by a transferee who received such shares by operation of law or court decree, such administrator, ex…
RCW 18.100.120 Name—Listing of shareholders.
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Corporations organized pursuant to this chapter shall render professional service and exercise its authorized powers under a name permitted by law and the professional ethics of the profession in which the corporation is so engaged. The corporate name of a professional service co…
RCW 18.100.130 Application of Business Corporation Act and Nonprofit Corporation Act.
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(1) For a professional service corporation organized for pecuniary profit under this chapter, the provisions of Title 23B RCW shall be applicable except to the extent that any of the provisions of this chapter are interpreted to be in conflict with the provisions thereof, and in …
RCW 18.100.132 Nonprofit professional service corporations formed under prior law.
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A nonprofit professional service corporation formed pursuant to *chapter 431, Laws of 1985, may amend its articles of incorporation at any time before July 31, 1987, to comply with the provisions of this chapter. Compliance under this chapter shall relate back and take effect as …
RCW 18.100.133 Business corporations, election of this chapter.
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A business corporation formed under the provisions of Title 23B RCW may amend its articles of incorporation to change its stated purpose to the rendering of professional services and to conform to the requirements of this chapter. Upon the effective date of such amendment, the co…
RCW 18.100.134 Professional services—Deletion from stated purposes of corporation.
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A professional corporation may amend its articles of incorporation to delete from its stated purposes the rendering of professional services and to conform to the requirements of Title 23B RCW, or to the requirements of chapter 24.03A RCW if organized pursuant to RCW 18.100.050 a…
RCW 18.100.140 Improper conduct not authorized.
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Nothing in this chapter shall authorize a director, officer, shareholder, agent, or employee of a corporation organized under this chapter, or a corporation itself organized under this chapter, to do or perform any act which would be illegal, unethical, or unauthorized conduct un…
RCW 18.100.145 Doctor of osteopathic medicine and surgery—Discrimination prohibited.
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A professional service corporation that provides health care services to the general public may not discriminate against a qualified doctor of osteopathic medicine and surgery licensed under chapter 18.57 RCW, who has applied to practice with the professional service corporation,…
RCW 18.100.160 Foreign professional corporation.
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A foreign professional corporation may render professional services in this state so long as it complies with chapter 23B.15 RCW and each individual rendering professional services in this state is duly licensed or otherwise legally authorized to render such professional services…