29-844

29-844. Special restrictions

A. A professional limited liability company may render a category of professional
services in this state only through its members, managers, officers, agents and employees
who are themselves licensed persons qualified in this state to perform that category of
professional services. Nothing in this subsection:

1. Requires an individual who is employed by a professional limited liability
company to be licensed to perform services for the limited liability company if a license
is not otherwise required or prohibits the professional limited liability company from
employing that individual.

2. Prohibits a licensed individual from rendering professional services in an
individual capacity whether the licensed individual is a member, manager, officer,
employee or agent of a professional limited liability company or foreign professional
limited liability company or any other person or prohibits a licensed individual from
being a member, manager, officer, employee or agent of more than one professional limited
liability company or foreign professional limited liability company or other person.

3. Prohibits an individual licensed in another state from rendering professional
services for a professional limited liability company in this state if not prohibited by
the board.

B. A professional limited liability company may issue membership interests only to:

1. Individuals who are licensed by law in this or another state to render a
professional service described in the articles of organization of the professional
limited liability company.

2. General partnerships, registered limited liability partnerships, other
partnerships and joint ventures, domestic or foreign, in which all of the partners are
licensed persons with respect to the profession to be conducted by the professional
limited liability company and in which at least one partner is authorized by law in this
state to render a professional service described in the articles of organization of the
professional limited liability company.

3. Professional corporations, professional limited liability companies and other
persons, domestic or foreign, authorized by law in this state to render a professional
service described by the articles of organization of the professional limited liability
company.

4. Other persons, if after the issuance of voting membership interests, the other
persons in the aggregate do not hold more than forty-nine per cent of the membership
interests entitled to vote for the election of officers and managers of the professional
limited liability company, unless a greater or lesser percentage is prescribed by the
board.

C. The following are not violations of subsection B, paragraph 1:

1. Any community interest of an unlicensed spouse in the membership interest issued
to a licensed spouse in which the unlicensed spouse with a community interest in the
membership interest does not have the right to vote the membership interest.

2. Issuance of a membership interest to a trust established for the benefit of a
licensed individual or members of the licensed individual's immediate family in which the
licensed individual has the right to vote the membership interest and the trust and the
members of the licensed individual's immediate family do not have the right to vote the
membership interest.

D. Subsection C does not prohibit an issuance to an unlicensed spouse or to a trust
in accordance with subsection B, paragraph 4.

E. An issuance made in violation of subsection B is void.

F. Membership interests and rights or options to purchase membership interests of a
professional limited liability company that are held by persons described in subsection
B, paragraphs 1, 2 and 3 may be transferred or pledged, whether voluntarily,
involuntarily, by operation of law, by court judgment or otherwise, only to persons
qualified under subsection B to be issued voting membership interests and to the
professional limited liability company. Voting membership interests and rights or
options to purchase voting membership interests of a professional limited liability
company that are held by persons described in subsection B, paragraph 4 may be
transferred or pledged, whether voluntarily, involuntarily, by operation of law, by court
judgment or otherwise, only to persons who are qualified under subsection B, to be issued
voting membership interests and to the professional limited liability company.

G. A transfer or pledge made in violation of subsection F is void.