Bill Text: NC S138 | 2015-2016 | Regular Session | Amended
Bill Title: Professional Corporations/Engineers
Spectrum: Slight Partisan Bill (Republican 3-1)
Status: (Introduced - Dead) 2015-03-03 - Ref To Com On Rules and Operations of the Senate [S138 Detail]
Download: North_Carolina-2015-S138-Amended.html
GENERAL ASSEMBLY OF NORTH CAROLINA
SESSION 2015
S 1
SENATE BILL 138
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Short Title: Professional Corporations/Engineers. |
(Public) |
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Sponsors: |
Senators Tarte, Tucker, Cook (Primary Sponsors); and J. Jackson. |
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Referred to: |
Rules and Operations of the Senate. |
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March 3, 2015
A BILL TO BE ENTITLED
AN ACT to allow the formation of a professional corporation providing engineering services in accordance with chapter 89c of the general statutes by a nonlicensed person and to allow a nonlicensed incorporator, officer, director, or employee of a professional corporation providing engineering services in accordance with chapter 89c of the general statutes to own shares of the stock of the corporation.
The General Assembly of North Carolina enacts:
SECTION 1. G.S. 55B‑4 reads as rewritten:
"§ 55B‑4. Formation of corporation.
(a) General. – A professional
corporation under this Chapter may be formed pursuant to the provisions of
Chapter 55, the North Carolina Business Corporation Act, with the following
limitations:Act. In addition, and except as provided in subsection (b)
of this section, the following requirements shall apply when forming a
professional corporation:
(1) At least one incorporator shall be a "licensee" as hereinabove defined in G.S. 55B‑2(2).
(2) All of the shares of stock of the corporation shall be owned and held by a licensee, or licensees, as hereinabove defined in G.S. 55B‑2(2), except as otherwise permitted in G.S. 55B‑6.
(3) At least one director and one officer shall be a "licensee" as hereinabove defined in G.S. 55B‑2(2).
(4) The articles of incorporation, in addition to the requirements of Chapter 55, shall designate the personal services to be rendered by the professional corporation and shall be accompanied by a certification by the appropriate licensing board that the ownership of the shares of stock is in compliance with the requirements of G.S. 55B‑4(2) and G.S. 55B‑6.
(b) Professional Engineers. – Except for the requirement that the articles of incorporation designate the personal services to be rendered by the professional corporation, a professional corporation rendering engineering services in accordance with Chapter 89C of the General Statutes shall not be subject to the requirements listed in subdivisions (1) through (4) of subsection (a) of this section."
SECTION 2. G.S. 55B‑6 reads as rewritten:
"§ 55B‑6. Capital stock.
(a) Except as provided in subsections (a1) and (b)(a1),
(b), and (c) of this section, a professional corporation may issue shares
of its capital stock only to a licensee as defined in G.S. 55B‑2,
and a shareholder may voluntarily transfer shares of stock issued to the
shareholder only to another licensee. No share or shares of any stock of a
professional corporation shall be transferred upon the books of the corporation
unless the corporation has received a certification of the appropriate
licensing board that the transferee is a licensee. Provided, it shall be lawful
in the case of professional corporations rendering services as defined in
Chapters 83A, 89A, 89C, 89E, and 89F, for nonlicensed employees of the
corporation to own not more than one‑third of the total issued and
outstanding shares of the corporation; and provided further, with respect to a
professional corporation rendering services as defined in Chapters 83A, 89A,
89C, and 89E of the General Statutes, an employee retirement plan qualified
under section 401 of the Internal Revenue Code of 1986, as amended (or any
successor section), is deemed for purposes of this section to be a licensee if
the trustee or trustees of the plan are licensees. Provided further, subject to
any additional conditions that the appropriate licensing board may by rule or
order impose in the public interest, it shall be lawful for individuals who are
not licensees but who perform professional services on behalf of a professional
corporation in another jurisdiction in which the corporation maintains an
office, and who are duly licensed to perform professional services under the
laws of the other jurisdiction, to be shareholders of the corporation so long as
there is at least one shareholder who is a licensee as defined in G.S. 55B‑2,
and the corporation renders its professional services in the State only through
those shareholders that are licensed in North Carolina. Upon the transfer of
any shares of such corporation to a nonlicensed employee of such corporation,
the corporation shall inform the appropriate licensing board of the name and
address of the transferee and the number of shares issued to the
nonprofessional transferee. The issuance or transfer of any share of stock in
violation of this section is void. No shareholder of a professional corporation
shall enter into a voting trust agreement or any other type of agreement
vesting in another person the authority to exercise the voting power of any of the
stock of a professional corporation.
…
(c) Notwithstanding subsection (a) of this section, a nonlicensed incorporator, director, officer, agent, or employee may own the stock of a professional corporation rendering engineering services in accordance with Chapter 89C of the General Statutes as long as all licensees who perform professional services on behalf of the corporation comply with Chapter 89C and the rules adopted thereunder. Upon the transfer of any shares of such corporation to a nonlicensed incorporator, director, officer, or employee, the corporation shall inform the appropriate licensing board of the name and address of the transferee and the number of shares issued to the nonprofessional transferee. No shareholder of a professional corporation subject to this subsection shall enter into a voting trust agreement or any other type of agreement vesting in another person the authority to exercise the voting power of any of the stock of the professional corporation."
SECTION 3. G.S. 55B‑14(a) reads as rewritten:
"(a) A professional corporation shall render only one specific type of professional service, and such services as may be ancillary thereto, and shall not engage in any other business or profession; provided, however, such corporation may own real and personal property necessary or appropriate for rendering the type of professional services it was organized to render and it may invest in real estate, mortgages, stocks, bonds, and any other type of investments."
SECTION 4. G.S. 55B‑16(a) reads as rewritten:
"(a) A foreign professional corporation may apply
for a certificate of authority to transact business in this State pursuant to
the provisions of this Chapter and Chapter 55 of the General Statutes provided that:that
all of the following requirements are met:
(1) The corporation obtains a certificate of
registration from the appropriate licensing board or boards in this State;State.
(2) With respect to each professional service practiced
through the corporation in this State, at least one director and one officer
shall be a licensee of the licensing board which regulates the profession in
this State;State. This subdivision shall not apply to a corporation who
will provide engineering services in accordance with Chapter 89C of the General
Statutes.
(3) Each officer, employee, and agent of the
corporation who will provide professional services to persons in this State
shall be a licensee of the appropriate licensing board in this State;State.
(4) The corporation shall be subject to the applicable
rules and regulations adopted by, and all the disciplinary powers of, the
appropriate licensing board or boards in this State;State.
(5) The corporation's activities in this State shall be
limited as provided by G.S. 55B‑14; andG.S. 55B‑14.
(6) The application for certificate of authority, in addition to the requirements of G.S. 55‑15‑03, shall set forth the personal services to be rendered by the foreign professional corporation and the individual or individuals who will satisfy the requirements of G.S. 55B‑16(a)(2) and shall be accompanied by a certification by the appropriate licensing board that each individual is a "licensee" as defined in G.S. 55B‑2(2) and by additional certifications as may be required to establish that the corporation is a "foreign professional corporation" as defined in G.S. 55B‑16(b)."
SECTION 5. This act becomes effective July 1, 2015.
