North Carolina General Statutes 55B-16. Foreign professional corporations
(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 N.C. Gen. Stat. provided that:
(1) The corporation obtains a certificate of registration from the appropriate licensing board or boards in this State;
Terms Used In North Carolina General Statutes 55B-16
- 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.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Licensee: means any natural person who is duly licensed by the appropriate licensing board to render the same professional services which will be rendered by the professional corporation of which he is, or intends to become, an officer, director, shareholder or employee. See North Carolina General Statutes 55B-2
- Licensing board: means a board which is charged with the licensing and regulating of the profession or practice in this State in which the professional corporation is organized to engage. See North Carolina General Statutes 55B-2
- Professional corporation: means a corporation which is engaged in rendering the professional services as herein specified and defined, pursuant to a certificate of registration issued by the Licensing Board regulating the profession or practice, and which has as its shareholders only those individuals permitted by N. See North Carolina General Statutes 55B-2
- professional service: means any type of personal or professional service of the public which requires as a condition precedent to the rendering of such service the obtaining of a license from a licensing board as herein defined, and pursuant to the following provisions of the General Statutes: Chapter 83A, "Architects"; Chapter 84, "Attorneys-at-Law"; Chapter 93, "Public Accountants"; and the following Articles in Chapter 90: Article 1, "Practice of Medicine" Article 2, "Dentistry" Article 6, "Optometry" Article 7, "Osteopathy" Article 8, "Chiropractic" Article 9A, "Nursing Practice Act" with regard to registered nurses, Article 11, "Veterinarians" Article 12A, "Podiatrists" Article 18A, "Practicing Psychologists" Article 18C, "Marriage and Family Therapy Licensure" Article 18D, "Occupational Therapy" Article 22, "Licensure Act for Speech and Language Pathologists and Audiologists" and Article 24, "Licensed Clinical Mental Health Counselors"; Chapter 89C, "Engineering and Land Surveying"; Chapter 89A, "Landscape Architects"; Chapter 90B, "Social Worker Certification and Licensure Act" with regard to Licensed Clinical Social Workers as defined by N. See North Carolina General Statutes 55B-2
- state: when applied to the different parts of the United States, shall be construed to extend to and include the District of Columbia and the several territories, so called; and the words "United States" shall be construed to include the said district and territories and all dependencies. See North Carolina General Statutes 12-3
- Trustee: A person or institution holding and administering property in trust.
(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;
(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;
(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;
(5) The corporation’s activities in this State shall be limited as provided by N.C. Gen. Stat. § 55B-14; and
(6) The application for certificate of authority, in addition to the requirements of N.C. Gen. Stat. § 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 N.C. Gen. Stat. § 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 N.C. Gen. Stat. § 55B-2(2) and by additional certifications as may be required to establish that the corporation is a “foreign professional corporation” as defined in N.C. Gen. Stat. § 55B-16(b).
(b) For purposes of this section, “foreign professional corporation” means a corporation for profit that:
(1) Is incorporated under a law other than the law of this State;
(2) Is incorporated for the purpose of rendering professional services of the type that if rendered in this State would require the obtaining of a license from a licensing board pursuant to the statutory provisions referred to in N.C. Gen. Stat. § 55B-2(6); and
(3) Has as its shareholders only individuals who:
a. Qualify to hold shares of a corporation organized under this Chapter;
b. Are licensed to provide professional services as defined in N.C. Gen. Stat. § 55B-2(6) in a state in which the corporation is incorporated or is authorized to transact business, provided that such professional services are the same as the professional service rendered by the corporation;
c. Are nonlicensed employees of a corporation rendering services of the type defined in Chapters 83A, 89A, 89C, and 89E of the General Statutes, provided that all such nonlicensed employees own no more than one-third of the total issued and outstanding shares of such corporation in the aggregate; or
d. With respect to a professional corporation rendering services under Chapter 93 of the N.C. Gen. Stat., are persons who own not more than forty-nine percent (49%) of the stock in the professional corporation as long as:
1. Individuals who meet the requirements of sub-subdivision a. or b. of this subdivision own and control voting stock that represents at least fifty-one percent (51%) of the votes entitled to be cast in the election of directors of the professional corporation; and
2. All licensees who perform professional services on behalf of the corporation in this State comply with Chapter 93 of the N.C. Gen. Stat. and the rules adopted thereunder.
(b1) 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 an individual licensee if at least one trustee of the plan is a licensee and all other trustees are licensees or are individuals who are licensed under the laws of a state in which the corporation maintains an office to perform at least one of the professional services, as defined in Chapter 83A, 89A, 89C, or 89E of the General Statutes, rendered by the corporation.
(c) A foreign professional corporation with a valid certificate of authority has the same but no greater rights and privileges as, and is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic professional corporation of like character, except that the provisions of N.C. Gen. Stat. § 55B-6 and N.C. Gen. Stat. § 55B-7 do not apply. (1995, c. 351, s. 18; 1997-485, s. 23; 1999-440, s. 2.)