SEARCH SITE
VIRGINIA LAW PORTAL
- Code of Virginia
- Virginia Administrative Code
- Constitution of Virginia
- Charters
- Authorities
- Compacts
- Uncodified Acts
- RIS Users (account required)
SEARCHABLE DATABASES
- Bills & Resolutions
session legislation - Bill Summaries
session summaries - Reports to the General Assembly
House and Senate documents - Legislative Liaisons
State agency contacts
ACROSS SESSIONS
- Subject Index: Since 1995
- Bills & Resolutions: Since 1994
- Summaries: Since 1994
Developed and maintained by the Division of Legislative Automated Systems.
2002 SESSION
Be it enacted by the General Assembly of Virginia:
1. That §§ 13.1-544.1, 13.1-544.2, 13.1-551, and 13.1-552 of the Code of Virginia are amended and reenacted as follows:
§ 13.1-544.1. Use of initials "P.C." or "PC" in corporate name.
Any professional corporation as defined in subdivision subsection B of §
13.1-543 may, but is not required to, use the initials "P.C." immediately after
or "PC," or the phrase "professional corporation" or "a professional
corporation," at the end of its corporate name, or such initials may, but are
not required to, be contained in the corporate name. Such initials or phrase
may be used in the place of any word or abbreviation required by subsection A
of § 13.1-630, to indicate that such corporation is duly organized under, and
subject to, the provisions of this chapter but shall not be considered in
determining whether a corporate name is distinguishable upon the records of the
Commission.
§ 13.1-544.2. Certificate of authority for foreign professional corporations.
A. Notwithstanding any other provision of this chapter, a foreign professional
corporation, organized under the laws of a jurisdiction other than the
Commonwealth of Virginia to perform a professional service of the type defined
in subdivision subsection A 1 of § 13.1-543, may apply for and obtain a
certificate of authority to render such professional services in Virginia on the following terms and conditions:
1. Only stockholders and employees licensed or otherwise legally qualified by this Commonwealth may perform the professional service in Virginia.
2. The professional corporation must meet every requirement of this chapter except the requirement that all of its stockholders be licensed to perform the professional service in this Commonwealth.
3. The powers of any foreign professional corporation admitted under this section shall not exceed the powers permitted to domestic professional corporations under this chapter.
B. In order to qualify, a foreign professional corporation shall make application to the Commission as provided in § 13.1-759 and shall make such application for and secure a certificate of authority as may be required by § 13.1-549; and, in addition, shall be required to set forth the name and address of each stockholder of the corporation who will be providing the professional service in this Commonwealth and whether such stockholder is licensed, or otherwise legally qualified, to perform the professional service in Virginia.
§ 13.1-551. Disqualification of shareholder.
If any officer, shareholder, agent or employee of a corporation organized under
this chapter who has been rendering professional service to the public becomes
legally disqualified to render such professional services within this
Commonwealth, he shall immediately sever all employment with, and financial
interests in such corporation except that he may be a shareholder subject to
the provisions of this chapter. A corporation's failure to require compliance
with this provision shall constitute a ground for the forfeiture of its
articles of incorporation and its dissolution the termination of its corporate
existence by the State Corporation Commission.
§ 13.1-552. Conversion into nonprofessional corporation; disposition of shares of deceased or disqualified shareholders.
(a) A. A corporation under this chapter shall have perpetual existence until
dissolved its corporate existence is terminated in accordance with other
provisions of this title.
(b) B. Whenever all shareholders of a corporation licensed under this chapter
cease at any one time and for any reason to be licensed, certified or registered in the particular
field of endeavor for which the corporation was organized, or by the vote of the holders of at least
two-thirds of its outstanding capital stock exclusive of treasury stock, the
corporation thereupon shall be treated as converted into, and shall operate henceforth
solely as, a corporation under applicable provisions of this title, exclusive of this
chapter, but may be reconverted upon removal of the disability or by the vote
of the holders of at least two-thirds of its outstanding capital stock
exclusive of treasury stock.
(c) C. Within one year following the date of death of a shareholder, or his
disqualification as hereinbefore provided, all of the shares of such
shareholders shall be transferred to, and acquired by, the corporation or
persons qualified to own the shares, if the provisions of subsection (b) B are
inapplicable. If no other provision to accomplish this transfer and acquisition
is in effect and carried out within this period, the corporation thereafter
shall purchase and redeem all of the decedent shareholder's shares of stock at
book value, determined as of the end of the month immediately preceding death
or disqualification. The book value shall be determined from the books and
records of the corporation in accordance with the generally accepted accounting
principles on the accrual method of accounting. No subsequent adjustment of
this book value, whether by the corporation itself, by federal income tax audit
made and agreed to, or by a court decision which has become final, shall alter
the redemption price. Nothing contained in this section shall prevent the
parties involved from making any other arrangement or provision in the
corporate articles, bylaws, or by contract to transfer the shares of a (i)
deceased or disqualified shareholder or (ii) disqualified charitable remainder
trust to the corporation or to persons qualified to own the shares, whether
made before or after (i) the death or disqualification of the shareholder or
(ii) the disqualification of a charitable remainder trust, provided that within
the one-year period herein specified all the stock involved shall have been so
transferred.