§ 55B-16. Foreign professional corporations. - North Carolina Statutes

§55B‑16.  Foreign professional corporations.

(a)        A foreignprofessional corporation may apply for a certificate of authority to transactbusiness in this State pursuant to the provisions of this Chapter and Chapter55 of the General Statutes provided that:

(1)        The corporationobtains a certificate of registration from the appropriate licensing board orboards in this State;

(2)        With respect to eachprofessional service practiced through the corporation in this State, at leastone director and one officer shall be a licensee of the licensing board whichregulates the profession in this State;

(3)        Each officer,employee, and agent of the corporation who will provide professional servicesto persons in this State shall be a licensee of the appropriate licensing boardin this State;

(4)        The corporationshall be subject to the applicable rules and regulations adopted by, and allthe disciplinary powers of, the appropriate licensing board or boards in thisState;

(5)        The corporation'sactivities in this State shall be limited as provided by G.S. 55B‑14; and

(6)        The application forcertificate of authority, in addition to the requirements of G.S. 55‑15‑03,shall set forth the personal services to be rendered by the foreignprofessional corporation and the individual or individuals who will satisfy therequirements of G.S. 55B‑16(a)(2) and shall be accompanied by acertification by the appropriate licensing board that each individual is a"licensee" as defined in G.S. 55B‑2(2) and by additionalcertifications as may be required to establish that the corporation is a"foreign professional corporation" as defined in G.S. 55B‑16(b).

(b)        For purposes ofthis section, "foreign professional corporation" means a corporationfor profit that:

(1)        Is incorporatedunder a law other than the law of this State;

(2)        Is incorporated forthe purpose of rendering professional services of the type that if rendered inthis State would require the obtaining of a license from a licensing boardpursuant to the statutory provisions referred to in G.S. 55B‑2(6); and

(3)        Has as itsshareholders only individuals who:

a.         Qualify to holdshares of a corporation organized under this Chapter;

b.         Are licensed toprovide professional services as defined in G.S. 55B‑2(6) in a state inwhich the corporation is incorporated or is authorized to transact business,provided that such professional services are the same as the professionalservice rendered by the corporation;

c.         Are nonlicensedemployees of a corporation rendering services of the type defined in Chapters83A, 89A, 89C, and 89E of the General Statutes, provided that all suchnonlicensed employees own no more than one‑third of the total issued andoutstanding shares of such corporation in the aggregate; or

d.         With respect to aprofessional corporation rendering services under Chapter 93 of the GeneralStatutes, are persons who own not more than forty‑nine percent (49%) ofthe stock in the professional corporation as long as:

1.         Individuals who meetthe requirements of sub‑subdivision a. or b. of this subdivision own andcontrol voting stock that represents at least fifty‑one percent (51%) ofthe votes entitled to be cast in the election of directors of the professionalcorporation; and

2.         All licensees whoperform professional services on behalf of the corporation in this State complywith Chapter 93 of the General Statutes and the rules adopted thereunder.

(b1)      With respect to aprofessional corporation rendering services as defined in Chapters 83A, 89A,89C, and 89E of the General Statutes, an employee retirement plan qualifiedunder section 401 of the Internal Revenue Code of 1986, as amended (or anysuccessor section), is deemed for purposes of this section to be an individuallicensee if at least one trustee of the plan is a licensee and all othertrustees are licensees or are individuals who are licensed under the laws of astate in which the corporation maintains an office to perform at least one ofthe professional services, as defined in Chapter 83A, 89A, 89C, or 89E of theGeneral Statutes, rendered by the corporation.

(c)        A foreignprofessional corporation with a valid certificate of authority has the same butno greater rights and privileges as, and is subject to the same duties,restrictions, penalties, and liabilities now or later imposed on, a domesticprofessional corporation of like character, except that the provisions of G.S.55B‑6 and G.S. 55B‑7 do not apply. (1995, c. 351, s. 18; 1997‑485,s. 23; 1999‑440, s. 2.)