17-2712.   Same; shares, who may hold;transfer, how; securities law not applicable.(a) A professional corporation may issue the shares of its capital stockonly to a qualified person. A shareholder may voluntarily transfertheir shares in a professional corporation to the corporation or to a qualifiedperson with the prior written consent of the corporation unless thearticles of incorporation otherwise provide. No shares may be transferredupon the books of the professional corporation or issued by theprofessional corporation until there is presented to and filed with thecorporation a certificate by the regulating board stating that the personto whom the transfer is to be made or the shares issued is duly licensed torender the same type of professional services as that for which thecorporation was organized. No shareholder shall enter into any voting trustagreement, proxy, or any other type of agreement vesting another person,other than another shareholder of the same corporation, with authority toexercise the voting power of any or all of their stock. The issuance ortransfer of any shares and any proxy, voting trust or other agreement madein violation of this section shall be null and void. Every certificate ofstock issued by a professional corporation shall contain substantially thefollowing provision: "The ownership and transfer of this stock and therights and obligations of stockholders are subject to the limitations andprovisions of the professional corporation law of Kansas."

      (b)   The Kansas securities law as contained in article 12 of chapter 17 of the KansasStatutes Annotated shall not be applicable to nor govern any transactionsrelating to any shares of a professional corporation.

      (c)   A general partnership, if all partners thereof are authorized torender a professional service permitted by the articles of incorporation ofthe issuing professional corporation and in which at least one partner isauthorized by a licensing authority of this state to render in this state aprofessional service permitted by the articles of incorporation of thecorporation, shall be deemed a qualified person for purposes of this section.

      (d)   A professional corporation or foreign professional corporation inwhich at least one shareholder is authorized by a licensing authority ofthis state to render in this state a professional service permitted by thearticles of incorporation of the corporation shall be deemed a qualifiedperson for purposes of this section.

      History:   L. 1965, ch. 157, § 7;L. 1989, ch. 78, § 2; July 1.