CHAPTER 594a
PROFESSIONAL SERVICE CORPORATIONS

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Sec. 33-182a. Definitions.
Sec. 33-182c. Organization.

      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, (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, or (E) a corporation which is organized under this chapter for the sole and specific purpose of rendering professional services by physicians and chiropractors 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; P.A. 05-216, 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; P.A. 05-216 redefined "professional corporation" in Subdiv. (2) to insert new Subpara. (E) re corporations organized for purpose of rendering professional services by physicians and chiropractors.

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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), (D) or (E) 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), (D) or (E), 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; P.A. 05-216, 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); P.A. 05-216 amended Subsec. (b) by adding references to Sec. 33-182a(2)(E).

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