Kentucky Statutes 274.055 – Effect of chapter — Liability
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(1) Except as otherwise provided in this section, KRS § 271B.6-220 applies to a corporation governed by this chapter.
(2) The provisions of this chapter shall not alter any law applicable to, or otherwise affect the fiducial, confidential or ethical relationship between a person rendering professional services and a person receiving such services. The corporation shall be jointly and severally liable, with the tortfeasor, to the full value of its assets for any negligent or wrongful acts or actionable misconduct committed by any of its officers, shareholders, agents or employees while they are engaged on behalf of the corporation in the rendering of professional service; provided, however, that no shareholder, director, officer or employee of a professional service corporation shall be personally liable for the negligence, wrongful acts, or actionable misconduct of any other shareholder, director, officer, agent or employee nor shall such shareholder, director, officer or employee be personally liable for the contractual obligations of the corporation.
(3) Notwithstanding any contrary provisions of law, a corporation organized under this chapter may charge and collect fees for the professional services of its officers, directors, agents or employees, and may compensate those who render such professional services.
(4) Notwithstanding KRS § 14A.9-050(3), any foreign professional service corporation granted a certificate of authority to conduct business within this state and those persons rendering professional services through it shall be subject to this section.
Effective: June 8, 2011
History: Amended 2011 Ky. Acts ch. 29, sec. 12, effective June 8, 2011. — Amended
2010 Ky. Acts ch. 133, sec. 26, effective July 15, 2010. — Amended 1980 Ky. Acts ch. 288, sec. 11, effective July 15, 1980. — Created 1962 Ky. Acts ch. 236, sec. 6.
Legislative Research Commission Note (6/8/2011). 2011 Ky. Acts ch. 29, sec. 24, provides that the amendments to this section in 2011 Ky. Acts ch. 29, sec. 12, are retroactive to January 1, 2011.
(2) The provisions of this chapter shall not alter any law applicable to, or otherwise affect the fiducial, confidential or ethical relationship between a person rendering professional services and a person receiving such services. The corporation shall be jointly and severally liable, with the tortfeasor, to the full value of its assets for any negligent or wrongful acts or actionable misconduct committed by any of its officers, shareholders, agents or employees while they are engaged on behalf of the corporation in the rendering of professional service; provided, however, that no shareholder, director, officer or employee of a professional service corporation shall be personally liable for the negligence, wrongful acts, or actionable misconduct of any other shareholder, director, officer, agent or employee nor shall such shareholder, director, officer or employee be personally liable for the contractual obligations of the corporation.
Terms Used In Kentucky Statutes 274.055
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- employee: as used in this chapter , clerks, secretaries, bookkeepers, technicians and other assistants who are not usually and ordinarily considered by custom and practice to be rendering professional services to the public for which a license or other legal authorization is required. See Kentucky Statutes 274.045
- Foreign professional service corporation: means a corporation for profit organized for the purpose of rendering professional services under a law other than the law of this state. See Kentucky Statutes 274.005
- State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
(3) Notwithstanding any contrary provisions of law, a corporation organized under this chapter may charge and collect fees for the professional services of its officers, directors, agents or employees, and may compensate those who render such professional services.
(4) Notwithstanding KRS § 14A.9-050(3), any foreign professional service corporation granted a certificate of authority to conduct business within this state and those persons rendering professional services through it shall be subject to this section.
Effective: June 8, 2011
History: Amended 2011 Ky. Acts ch. 29, sec. 12, effective June 8, 2011. — Amended
2010 Ky. Acts ch. 133, sec. 26, effective July 15, 2010. — Amended 1980 Ky. Acts ch. 288, sec. 11, effective July 15, 1980. — Created 1962 Ky. Acts ch. 236, sec. 6.
Legislative Research Commission Note (6/8/2011). 2011 Ky. Acts ch. 29, sec. 24, provides that the amendments to this section in 2011 Ky. Acts ch. 29, sec. 12, are retroactive to January 1, 2011.