CHAPTER 594a
PROFESSIONAL SERVICE CORPORATIONS

Table of Contents

Sec. 33-182a. Definitions.
Sec. 33-182b. Corporations organized under other law.
Sec. 33-182c. Organization.
Sec. 33-182d. Services to be rendered by licensed persons only.
Sec. 33-182e. Effect on relationships and liabilities.
Sec. 33-182f. Limitation on business of corporation.
Sec. 33-182g. Shareholder to be licensed or personal representative of deceased or incompetent shareholder. Voting trust agreements restricted.
Sec. 33-182h. Corporate name.
Sec. 33-182i. Applicability of corporation law. Consolidation; merger.
Sec. 33-182j. Applicability of other law.
Sec. 33-182k. Foreign professional corporation required to obtain certificate of authority.
Sec. 33-182l. Professional service fees.

      Sec. 33-182a. Definitions. As used in this chapter:

      (1) "Professional service" means any type of service to the public that requires that members of a profession rendering such service obtain a license or other legal authorization as a condition precedent to the rendition thereof, limited to the professional services rendered by dentists, natureopaths, chiropractors, physicians and surgeons, physician assistants, doctors of dentistry, physical therapists, occupational therapists, podiatrists, optometrists, nurses, nurse-midwives, veterinarians, pharmacists, architects, professional engineers, or jointly by architects and professional engineers, landscape architects, real estate brokers, insurance producers, certified public accountants and public accountants, land surveyors, psychologists, attorneys-at-law, licensed marital and family therapists, licensed professional counselors and licensed clinical social workers.

      (2) "Professional corporation" means (A) a corporation which is organized under this chapter for the sole and specific purpose of rendering professional service and which has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render the same professional service as the corporation, (B) a corporation which is organized under this chapter for the sole and specific purpose of rendering professional services rendered by members of two or more of the following professions: Psychology, marital and family therapy, social work, nursing, professional counseling and psychiatry and that has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render one of the professional services for which the corporation was specifically incorporated, (C) a corporation which is organized under this chapter for the sole and specific purpose of rendering professional services by physicians specializing in ophthalmology and optometrists and that has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render one of the professional services for which the corporation was specifically incorporated, or (D) a corporation which is organized under this chapter for the sole and specific purpose of rendering professional services by (i) physicians, and (ii) physician assistants or advanced practice registered nurses, or both, and that has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render one of the professional services for which the corporation was specifically incorporated.

      (3) "Shareholder" means the holder of any shares of the capital stock of a professional corporation. The shareholders of a professional corporation may be designated as "members" in its certificate of incorporation, bylaws and other corporate documents and may be referred to, for all purposes, as "members", whether or not so designated; and the term "shareholder" or "shareholders", when used in the general statutes in reference to the shareholders of a professional corporation, shall include such "members".

      (1969, P.A. 332, S. 1; 775; 1971, P.A. 88; 182; P.A. 73-314; 73-470, S. 2; P.A. 77-140; P.A. 78-204, S. 1; P.A. 79-372; P.A. 81-472, S. 156, 159; P.A. 91-324, S. 5; P.A. 95-46; 95-173; P.A. 96-180, S. 106, 166; 96-254, S. 3, 10; P.A. 97-153, S. 1; P.A. 99-25, S. 1; 99-102, S. 42; P.A. 01-157, S. 1; P.A. 03-158, S. 1.)

      History: 1971 acts included services of physical therapists, psychologists and podiatrists in definition of "professional service"; P.A. 73-314 included optometrists' services in definition of "professional service"; P.A. 73-470 included services performed jointly by architects and professional engineers in definition of "professional service"; P.A. 77-140 included chiropractors' services in definition of "professional service"; P.A. 78-204 added Subsec. (c) defining "shareholder"; P.A. 79-372 included services of osteopaths, occupational therapists, nurses and pharmacists in definition of "professional service"; P.A. 81-472 made technical changes; P.A. 91-324 amended the definition of "professional corporation" to delete the requirement that the shareholders be individuals licensed or authorized "within this state" to render the same professional service as the corporation; P.A. 95-46 included services of nurse-midwives in definition of "professional service"; P.A. 95-173 included services of certified marital and family therapists and certified independent social workers in definition of "professional service"; P.A. 96-180 amended definition of "professional service" to change "certified marital and family therapists" to "licensed marital and family therapists" and to change "certified independent social workers" to "licensed clinical social workers", effective June 3, 1996; P.A. 96-254, like P.A. 96-180, redefined "professional service" to change "certified marital and family therapists" to "licensed marital and family therapists" and to change "certified independent social workers" to "licensed clinical social workers" and also amended definition of "professional corporation" by adding Subpara. (B) to include a corporation organized for the purpose of rendering professional services rendered by members of two or more of the professions of psychology, marital and family therapy, social work, nursing and psychiatry which has as its shareholders only individuals licensed or authorized to render one of such professional services, effective July 1, 1996; P.A. 97-153 redefined "professional corporation" in Subdiv. (2) to include corporations organized to provide professional services by ophthalmologists and optometrists; P.A. 99-25 redefined "professional service" to include licensed professional counselors and redefined "professional corporation" to include professional counseling; P.A. 99-102 amended Subdiv. (1) by deleting obsolete reference to osteopathy and made a technical change; P.A. 01-157 redefined "professional service" to include real estate brokers and insurance producers; P.A. 03-158 added reference to physician assistants in Subdiv. (1), added Subpara. (D) re professional services by physicians, physician assistants and advanced practice registered nurses in Subdiv. (2) and made technical changes.

      See Sec. 33-182l re professional service fees.

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      Sec. 33-182b. Corporations organized under other law. This chapter shall not apply to any corporation organized prior to or after May 29, 1969, to perform professional services to the public under any other provision of existing law specifically authorizing the rendition of professional services by a corporation. Any such corporation may bring itself within the provisions of this chapter by amending its certificate of incorporation in such manner as to be consistent with all the provisions of this chapter and by affirmatively stating in the amended certificate of incorporation that the shareholders have elected to bring the corporation within the provisions of this chapter. Any association formed and existing under the provisions of chapter 612 may bring itself within the provisions of this chapter by complying with the provisions of subsection (6) of section 34-82.

      (1969, P.A. 332, S. 2; P.A. 77-437, S. 6; P.A. 78-331, S. 15, 58.)

      History: P.A. 77-437 and P.A. 78-331 allowed associations formed and existing under chapter 612 to bring themselves within provisions of this chapter by complying with provisions of Sec. 34-82(6).

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      Sec. 33-182c. Organization. (a) Any person or group of persons licensed or otherwise legally authorized to render the same professional services may organize and become a shareholder or shareholders of a professional corporation for profit under the provisions of chapter 601, for the sole and specific purpose of rendering the same professional service.

      (b) Any group of persons, each member of which is licensed or otherwise legally authorized to render any of the professional services specified in subparagraph (B), (C) or (D) of subdivision (2) of section 33-182a, may organize and become shareholders of a professional corporation for profit under the provisions of chapter 601, for the sole and specific purpose of rendering two or more of the professional services specified in said subparagraph (B), (C) or (D), respectively.

      (c) Persons licensed to render the same professional services in another jurisdiction shall not be shareholders, directors or officers of a professional corporation if such persons (1) unlawfully practice their profession in this state, or (2) direct or control any person licensed to practice such profession in this state concerning the delivery of professional services or the exercise of professional judgment.

      (1969, P.A. 332, S. 3; P.A. 91-324, S. 6; P.A. 96-254, S. 4, 10; 96-271, S. 163, 254; P.A. 97-153, S. 2; P.A. 03-158, S. 2.)

      History: P.A. 91-324 deleted the requirement that the person or group of persons be licensed or authorized to render the same professional services "within this state" and added Subsec. (b) re the circumstances when persons licensed in another jurisdiction are prohibited from being shareholders, directors or officers; P.A. 96-254 amended Subsec. (a) to make a technical change and inserted new Subsec. (b) to authorize persons licensed or authorized to render any of the professional services specified in Sec. 33-182a(2)(B) to organize and become shareholders of a professional corporation for the purpose of rendering two or more of said professional services, relettering former Subsec. (b) as Subsec. (c), effective July 1, 1996; P.A. 96-271 amended Subsec. (a) to replace reference to Ch. 599 with Ch. 601, effective January 1, 1997; P.A. 97-153 amended Subsec. (b) by adding references to Subpara. (C) of Subdiv. (2) of Sec. 33-182a; P.A. 03-158 amended Subsec. (b) by adding references to Sec. 33-182a(2)(D).

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      Sec. 33-182d. Services to be rendered by licensed persons only. No corporation organized and incorporated under this chapter may render professional services except through its officers, employees and agents who are licensed or otherwise legally authorized to render such professional services within this state; provided this provision shall not be interpreted to include in the term "employee", as used herein, 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.

      (1969, P.A. 332, S. 4.)

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      Sec. 33-182e. Effect on relationships and liabilities. Nothing contained in this chapter shall be interpreted to abolish, repeal, modify, restrict or limit the law in effect on May 29, 1969, in this state applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such professional service and to the standards for professional conduct; provided any officer, agent or employee of a corporation organized under this chapter shall be personally liable and accountable only for negligent or wrongful acts or misconduct committed by him, or by any person under his direct supervision and control, while rendering professional services on behalf of the corporation to the person for whom such professional services were being rendered; and provided the personal liability of shareholders of a corporation organized under this chapter, in their capacity as shareholders of such corporation, shall be no greater in any aspect than that of a shareholder-employee of a corporation organized under chapter 601 or any predecessor statutes thereto. The corporation shall be liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its officers, agents or employees while they are engaged on behalf of the corporation in the rendering of professional services.

      (1969, P.A. 332, S. 5; P.A. 96-271, S. 164, 254.)

      History: P.A. 96-271 replaced reference to "chapter 599" with "chapter 601 or any predecessor statutes thereto", effective January 1, 1997.

      Cited. 41 CS 317, 319.

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      Sec. 33-182f. Limitation on business of corporation. No corporation organized under this chapter shall engage in any business other than the rendering of the professional services for which it was specifically incorporated; provided nothing in this chapter or in any other provision of law applicable to corporations shall be interpreted to prohibit such corporation from investing its funds in real estate, mortgages, stocks, bonds or any other type of investments, or from owning real or personal property incident to the rendering of professional services.

      (1969, P.A. 332, S. 6.)

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      Sec. 33-182g. Shareholder to be licensed or personal representative of deceased or incompetent shareholder. Voting trust agreements restricted. No corporation organized under the provisions of this chapter may issue any of its capital stock or permit the transfer of its capital stock on its books to any one other than a person specified in section 33-182c, or the personal representative or estate of a deceased or legally incompetent shareholder. No shareholder of a corporation organized under this chapter shall enter into a voting trust agreement or any other type of agreement vesting another person, other than one specified in section 33-182c, with the authority to exercise the voting power of any or all of his stock. When the failure of a corporation to comply with this section is brought to the attention of the office of the Secretary of the State, said secretary forthwith shall certify that fact to the Attorney General for appropriate action to dissolve the corporation.

      (1969, P.A. 332, S. 7; 1971, P.A. 360, S. 1; P.A. 91-324, S. 7.)

      History: 1971 act specified that person to whom stock issued or transferred must be personal representative or estate of deceased or legally incompetent shareholder and that person executing voting power must be licensed or otherwise legally authorized to render "same specific professional services as those for which the corporation was incorporated"; P.A. 91-324 replaced references to a person "who is licensed or otherwise legally authorized to render the same specific professional services as those for which the corporation was incorporated" with reference to a person "specified in section 33-182c".

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      Sec. 33-182h. Corporate name. The corporate name of a corporation organized under this chapter shall contain the words "professional corporation" or the abbreviation "P.C.", and shall also contain either a word or words descriptive of the professional service to be rendered by the corporation or shall contain the last name of one or more of the present, prospective or former shareholders or of persons who were associated with a predecessor person, partnership, corporation or other organization or whose name or names appeared in the name of such predecessor organization.

      (1969, P.A. 332, S. 8.)

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      Sec. 33-182i. Applicability of corporation law. Consolidation; merger. Chapter 601 is applicable to a corporation organized pursuant to this chapter except to the extent that any of the provisions of this chapter are interpreted to be in conflict with the provisions of chapter 601, in which event the provisions of this chapter shall take precedence with respect to a corporation organized pursuant to the provisions of this chapter. A professional corporation organized under this chapter may consolidate or merge only with another professional corporation organized under this chapter, a limited liability company organized under chapter 613 or a partnership or limited liability partnership organized under chapter 614, if such corporation, company or partnership is organized to render the same specific professional service. A merger or consolidation of any professional corporation organized under this chapter with any foreign corporation, foreign limited liability company, foreign partnership or foreign limited liability partnership is prohibited.

      (1969, P.A. 332, S. 9.; P.A. 96-271, S. 165, 254; P.A. 03-18, S. 1.)

      History: P.A. 96-271 replaced references to chapter 599 with chapter 601, effective January 1, 1997; P.A. 03-18 added provisions authorizing consolidation or merger with a limited liability company organized under chapter 613 or a partnership or limited partnership organized under chapter 614, if organized to render the same professional service, added provisions prohibiting merger or consolidation with a foreign limited liability company, foreign partnership or foreign limited liability company and made technical changes, effective July 1, 2003.

      Cited. 238 C. 183.

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      Sec. 33-182j. Applicability of other law. The provisions of this chapter shall not be construed as repealing, modifying or restricting the applicable provisions of law relating to incorporations, sales of securities or the rendering of professional services except insofar as such laws conflict with the provisions of this chapter.

      (1969, P.A. 332, S. 10.)

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      Sec. 33-182k. Foreign professional corporation required to obtain certificate of authority. A foreign professional corporation transacting business in this state shall obtain a certificate of authority pursuant to section 33-920.

      (P.A. 91-324, S. 8; P.A. 96-271, S. 166, 254.)

      History: P.A. 96-271 replaced reference to Sec. 33-396 with Sec. 33-920, effective January 1, 1997.

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      Sec. 33-182l. Professional service fees. The annual fee for the provision of professional services, as defined in section 33-182a, for: Class A is thirty dollars; Class B is fifty dollars; Class C is sixty dollars; Class D is seventy-five dollars; Class E is eighty dollars; Class F is one hundred fifty dollars; Class G is two hundred twenty-five dollars; Class H is three hundred dollars; and Class I is four hundred fifty dollars. The annual fee shall be payable to the State Treasurer.

      (May Sp. Sess. P.A. 92-16, S. 48, 89.)

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