CHAPTER 612

PROFESSIONAL ASSOCIATIONS

Table of Contents

Sec. 34-82. *(See end of section for amended version and effective date.) Association to practice profession. Conversion to corporation.

Secs. 34-83 to 34-99. Reserved


Sec. 34-82. *(See end of section for amended version and effective date.) Association to practice profession. Conversion to corporation. (1) Notwithstanding the provisions of sections 34-300 to 34-434, inclusive, any three or more persons, licensed or authorized to practice a profession by the state of Connecticut, may associate to practice such profession for profit, if the articles of association of the members provide that the association thereby formed and hereby authorized shall have at least three of the following four attributes: (a) Continuity of life so that the death, insanity, bankruptcy, retirement, resignation or expulsion of any member will not cause a dissolution of the association; (b) centralized management so that any one or more but less than all of the members has continuing exclusive authority to make management decisions necessary to the conduct of the professional business for which the association was formed, and so that no member of the association, acting without the authority of the managing member or members, shall have the power to bind the association by his act; (c) limited liability so that the individual members of the association shall not be individually or severally liable for its debts; provided, however, the members shall in no way limit their individual or several liability in the articles of association, or otherwise, for any acts of reckless or wanton misconduct, negligence, malpractice, professional misconduct or tort; and (d) free transferability of interests so that each of its members or those members owning substantially all of the interests in the association have the power, without the consent of other members, to substitute for themselves in the same association a person duly licensed or authorized to practice the profession for which the association was formed who is not a member of the association, or, a modified form of free transferability of interests so that each member of the association can transfer his interest to a person so licensed or authorized who is not a member of the association only after having offered such interest to the association or to the other members of the association at its fair market value as established in the articles of association, or otherwise.

(2) The articles of association of any association, formed and authorized pursuant to paragraph (1) of this section, shall expressly state that the association is formed under said paragraph (1) and shall be signed and sworn to by all of the members. The articles of association, duly executed, shall be filed for record with the Secretary of the State, together with a filing fee of twenty-five dollars. The Secretary of the State shall index and keep the documents in files used exclusively for such purpose.

(3) Any association formed and authorized under paragraph (1) of this section shall be subject to the laws of the state of Connecticut regulating the practice of the profession of the individual members of the association.

(4) The articles of association shall be cancelled when the association is dissolved by all of its members or as otherwise provided in the articles of association. The articles of association shall be amended when (i) there is a change in the name or principal place of business of the association, (ii) the members desire to make a change in any other statement in the articles of association and have adopted such change in the manner provided in the articles of association.

(5) No amendment to the articles of association nor any dissolution of the association shall be effective until the amendment or an agreement of dissolution has been duly executed and filed for record with the Secretary of the State, together with a filing fee of ten dollars.

(6) An association formed under this section may become a professional service corporation, in accordance with section 33-182b, by complying with the provisions of chapter 594a and with this subsection. Upon the filing of a certificate of incorporation in compliance with section 33-182c, the association shall file with the Secretary of the State, in such form as the Secretary of the State shall prescribe, a certificate of cancellation of its articles of association and a consent of each member to the association becoming a professional service corporation, together with a filing fee of ten dollars. Upon the filing of such a certificate and consents and the incorporation of the professional service corporation, the association shall become a professional service corporation and the interests therein shall be converted to such number of shares of capital stock of the professional service corporation as the members shall approve. The provisions of subdivisions (3), (4), (5) and (8) of subsection (a) of section 33-820 shall apply as though the professional service corporation was the surviving corporation in a merger and the association the merging corporation.

(1961, P.A. 158, S. 44; P.A. 77-437, S. 5; P.A. 96-77, S. 10, 17; 96-271, S. 183, 254; P.A. 00-92, S. 12; P.A. 03-18, S. 60.)

*Note: On and after January 1, 2014, this section, as amended by section 45 of public act 11-241, is to read as follows:

“Sec. 34-82. Association to practice profession. (a) Notwithstanding the provisions of sections 34-300 to 34-434, inclusive, any three or more persons, licensed or authorized to practice a profession by the state of Connecticut, may associate to practice such profession for profit, if the articles of association of the members provide that the association thereby formed and hereby authorized shall have at least three of the following four attributes: (1) Continuity of life so that the death, insanity, bankruptcy, retirement, resignation or expulsion of any member shall not cause a dissolution of the association; (2) centralized management so that any one or more but less than all of the members has continuing exclusive authority to make management decisions necessary to the conduct of the professional business for which the association was formed, and so that no member of the association, acting without the authority of the managing member or members, shall have the power to bind the association by his act; (3) limited liability so that the individual members of the association shall not be individually or severally liable for its debts; provided, however, the members shall in no way limit their individual or several liability in the articles of association, or otherwise, for any acts of reckless or wanton misconduct, negligence, malpractice, professional misconduct or tort; and (4) free transferability of interests so that each of its members or those members owning substantially all of the interests in the association have the power, without the consent of other members, to substitute for themselves in the same association a person duly licensed or authorized to practice the profession for which the association was formed who is not a member of the association, or, a modified form of free transferability of interests so that each member of the association can transfer his interest to a person so licensed or authorized who is not a member of the association only after having offered such interest to the association or to the other members of the association at its fair market value as established in the articles of association, or otherwise.

(b) The articles of association of any association, formed and authorized pursuant to subsection (a) of this section, shall expressly state that the association is formed under said subsection (a) and shall be signed and sworn to by all of the members. The articles of association, duly executed, shall be filed for record with the Secretary of the State, together with a filing fee of twenty-five dollars. The Secretary of the State shall index and keep the documents in files used exclusively for such purpose.

(c) Any association formed and authorized under subsection (a) of this section shall be subject to the laws of the state of Connecticut regulating the practice of the profession of the individual members of the association.

(d) The articles of association shall be cancelled when the association is dissolved by all of its members or as otherwise provided in the articles of association. The articles of association shall be amended when (1) there is a change in the name or principal place of business of the association, or (2) the members desire to make a change in any other statement in the articles of association and have adopted such change in the manner provided in the articles of association.

(e) No amendment to the articles of association nor any dissolution of the association shall be effective until the amendment or an agreement of dissolution has been duly executed and filed for record with the Secretary of the State, together with a filing fee of ten dollars.”

(1961, P.A. 158, S. 44; P.A. 77-437, S. 5; P.A. 96-77, S. 10, 17; 96-271, S. 183, 254; P.A. 00-92, S. 12; P.A. 03-18, S. 60; P.A. 11-241, S. 45.)

History: P.A. 77-437 added Subsec. (6) re professional service corporations; P.A. 96-77 amended Subsec. (1) to replace reference to Ch. 611 with reference to Secs. 34-300 to 34-434, inclusive, effective July 1, 1997; P.A. 96-271 amended Subsec. (6) to replace reference to “subsections (c), (d) and (e) of section 33-369 with “subdivisions (2), (3), (4) and (6) of subsection (a) of section 33-820”, effective January 1, 1997; P.A. 00-92 amended Subsecs. (2) and (5) to delete requirement that articles of association and amendments be filed with the town clerk of the town where the association has its principal offices; P.A. 03-18 amended Subsec. (6) by replacing “subdivisions (2), (3), (4) and (6)” with “subdivisions (3), (4), (5) and (8)” re reference to Sec. 33-820(a), effective July 1, 2003; P.A. 11-241 redesignated existing Subsecs. (1) to (5) as Subsecs. (a) to (e), changed “will” to “shall” in Subsec. (a), deleted former Subsec. (6) re conversion to a professional service corporation and made technical changes, effective January 1, 2014.

See Sec. 46a-59 re prohibition against discrimination based on race, national origin, creed, sex or color in associations of licensed persons.

Secs. 34-83 to 34-99. Reserved for future use.