356.111. 1. A professional corporation may issue shares,fractional shares, rights or options to purchase shares, andother securities only to the following:
(1) Natural persons who are authorized by law in thisstate, or in any other state or territory of the United States orthe District of Columbia, to render a professional servicepermitted by the articles of incorporation of the corporation,and trustees, in trust, of revocable trust agreements, of whichthe trustee is a natural person who is authorized by the law ofthis state, or any other state or territory of the United Statesor the District of Columbia, to render a professional servicepermitted by the articles of incorporation of the corporation,and provided, that the trustee is also the settlor andbeneficiary of the trust during his lifetime and that alltrustees of the trust, if there are multiple trustees, areauthorized by any such state to render a professional servicepermitted by the articles of incorporation;
(2) General partnerships in which all of the partners arelicensed in one of the states or territories of the United Statesof America to practice a professional service permitted by thearticles of incorporation of the professional corporation and inwhich at least one partner is authorized by a licensing authorityof this state to render in this state a professional servicepermitted by the articles of incorporation of the corporation;
(3) Professional corporations or foreign professionalcorporations authorized by law in this state to render aprofessional service permitted by the articles of incorporationof the corporation;
(4) Limited liability companies in which all of the membersare licensed in one of the states or territories of the UnitedStates of America to practice a professional service permitted bythe articles of incorporation of the professional corporation andin which at least one member is authorized by a licensingauthority of this state to render in this state a professionalservice permitted by the articles of incorporation of thecorporation.
2. Where deemed necessary by the licensing authority forany profession in order to prevent violations of the ethicalstandards of such profession, the licensing authority may by rulefurther restrict, condition or abridge the authority of aprofessional corporation to issue shares, but no such rule shall,of itself, have the effect of causing a shareholder of aprofessional corporation at the time such rule becomes effectiveto become a disqualified person. All shares issued in violationof this section or any rule adopted under this section shall bevoid.
3. A shareholder of a professional corporation may transferor pledge shares, fractional shares and rights or options topurchase shares of the corporation only to natural persons,general partnerships, trustees, in trust, of certain revocabletrust agreements as described in subdivision (1) of subsection 1of this section, and professional corporations or foreignprofessional corporations qualified under sections 356.011 to356.261 to hold shares issued directly to them by suchprofessional corporation. Any transfer of shares in violation ofthis subsection shall be void; except that, nothing contained inthis subsection shall prohibit the transfer of shares of aprofessional corporation by operation of law or court decree.
4. Every certificate representing shares of stock of aprofessional corporation shall state conspicuously upon its facethat the shares represented thereby are subject to restrictionson transfer imposed by sections 356.011 to 356.261 and aresubject to such further restrictions on transfer as may beimposed from time to time pursuant to sections 356.011 to 356.261by any licensing authority governing the practice of aprofessional service permitted by the articles of incorporationof the corporation.
356.111. 1. A professional corporation may issue shares,fractional shares, rights or options to purchase shares, andother securities only to the following:
(1) Natural persons who are authorized by law in thisstate, or in any other state or territory of the United States orthe District of Columbia, to render a professional servicepermitted by the articles of incorporation of the corporation,and trustees, in trust, of revocable trust agreements, of whichthe trustee is a natural person who is authorized by the law ofthis state, or any other state or territory of the United Statesor the District of Columbia, to render a professional servicepermitted by the articles of incorporation of the corporation,and provided, that the trustee is also the settlor andbeneficiary of the trust during his lifetime and that alltrustees of the trust, if there are multiple trustees, areauthorized by any such state to render a professional servicepermitted by the articles of incorporation;
(2) General partnerships in which all of the partners arelicensed in one of the states or territories of the United Statesof America to practice a professional service permitted by thearticles of incorporation of the professional corporation and inwhich at least one partner is authorized by a licensing authorityof this state to render in this state a professional servicepermitted by the articles of incorporation of the corporation;
(3) Professional corporations or foreign professionalcorporations authorized by law in this state to render aprofessional service permitted by the articles of incorporationof the corporation;
(4) Limited liability companies in which all of the membersare licensed in one of the states or territories of the UnitedStates of America to practice a professional service permitted bythe articles of incorporation of the professional corporation andin which at least one member is authorized by a licensingauthority of this state to render in this state a professionalservice permitted by the articles of incorporation of thecorporation.
2. Where deemed necessary by the licensing authority forany profession in order to prevent violations of the ethicalstandards of such profession, the licensing authority may by rulefurther restrict, condition or abridge the authority of aprofessional corporation to issue shares, but no such rule shall,of itself, have the effect of causing a shareholder of aprofessional corporation at the time such rule becomes effectiveto become a disqualified person. All shares issued in violationof this section or any rule adopted under this section shall bevoid.
3. A shareholder of a professional corporation may transferor pledge shares, fractional shares and rights or options topurchase shares of the corporation only to natural persons,general partnerships, trustees, in trust, of certain revocabletrust agreements as described in subdivision (1) of subsection 1of this section, and professional corporations or foreignprofessional corporations qualified under sections 356.011 to356.261 to hold shares issued directly to them by suchprofessional corporation. Any transfer of shares in violation ofthis subsection shall be void; except that, nothing contained inthis subsection shall prohibit the transfer of shares of aprofessional corporation by operation of law or court decree.
4. Every certificate representing shares of stock of aprofessional corporation shall state conspicuously upon its facethat the shares represented thereby are subject to restrictionson transfer imposed by sections 356.011 to 356.261 and aresubject to such further restrictions on transfer as may beimposed from time to time pursuant to sections 356.011 to 356.261by any licensing authority governing the practice of aprofessional service permitted by the articles of incorporationof the corporation.
356.111. 1. A professional corporation may issue shares,fractional shares, rights or options to purchase shares, andother securities only to the following:
(1) Natural persons who are authorized by law in thisstate, or in any other state or territory of the United States orthe District of Columbia, to render a professional servicepermitted by the articles of incorporation of the corporation,and trustees, in trust, of revocable trust agreements, of whichthe trustee is a natural person who is authorized by the law ofthis state, or any other state or territory of the United Statesor the District of Columbia, to render a professional servicepermitted by the articles of incorporation of the corporation,and provided, that the trustee is also the settlor andbeneficiary of the trust during his lifetime and that alltrustees of the trust, if there are multiple trustees, areauthorized by any such state to render a professional servicepermitted by the articles of incorporation;
(2) General partnerships in which all of the partners arelicensed in one of the states or territories of the United Statesof America to practice a professional service permitted by thearticles of incorporation of the professional corporation and inwhich at least one partner is authorized by a licensing authorityof this state to render in this state a professional servicepermitted by the articles of incorporation of the corporation;
(3) Professional corporations or foreign professionalcorporations authorized by law in this state to render aprofessional service permitted by the articles of incorporationof the corporation;
(4) Limited liability companies in which all of the membersare licensed in one of the states or territories of the UnitedStates of America to practice a professional service permitted bythe articles of incorporation of the professional corporation andin which at least one member is authorized by a licensingauthority of this state to render in this state a professionalservice permitted by the articles of incorporation of thecorporation.
2. Where deemed necessary by the licensing authority forany profession in order to prevent violations of the ethicalstandards of such profession, the licensing authority may by rulefurther restrict, condition or abridge the authority of aprofessional corporation to issue shares, but no such rule shall,of itself, have the effect of causing a shareholder of aprofessional corporation at the time such rule becomes effectiveto become a disqualified person. All shares issued in violationof this section or any rule adopted under this section shall bevoid.
3. A shareholder of a professional corporation may transferor pledge shares, fractional shares and rights or options topurchase shares of the corporation only to natural persons,general partnerships, trustees, in trust, of certain revocabletrust agreements as described in subdivision (1) of subsection 1of this section, and professional corporations or foreignprofessional corporations qualified under sections 356.011 to356.261 to hold shares issued directly to them by suchprofessional corporation. Any transfer of shares in violation ofthis subsection shall be void; except that, nothing contained inthis subsection shall prohibit the transfer of shares of aprofessional corporation by operation of law or court decree.
4. Every certificate representing shares of stock of aprofessional corporation shall state conspicuously upon its facethat the shares represented thereby are subject to restrictionson transfer imposed by sections 356.011 to 356.261 and aresubject to such further restrictions on transfer as may beimposed from time to time pursuant to sections 356.011 to 356.261by any licensing authority governing the practice of aprofessional service permitted by the articles of incorporationof the corporation.
