(a) Except as providedin subsections (a1) and (b) of this section, a professional corporation mayissue shares of its capital stock only to a licensee as defined in G.S. 55B‑2,and a shareholder may voluntarily transfer shares of stock issued to theshareholder only to another licensee. No share or shares of any stock of aprofessional corporation shall be transferred upon the books of the corporationunless the corporation has received a certification of the appropriate licensingboard that the transferee is a licensee. Provided, it shall be lawful in thecase of professional corporations rendering services as defined in Chapters83A, 89A, 89C, 89E, and 89F, for nonlicensed employees of the corporation toown not more than one-third of the total issued and outstanding shares of thecorporation; and provided further, with respect to a professional corporationrendering services as defined in Chapters 83A, 89A, 89C, and 89E of the GeneralStatutes, an employee retirement plan qualified under section 401 of theInternal Revenue Code of 1986, as amended (or any successor section), is deemedfor purposes of this section to be a licensee if the trustee or trustees of theplan are licensees. Provided further, subject to any additional conditions thatthe appropriate licensing board may by rule or order impose in the publicinterest, it shall be lawful for individuals who are not licensees but whoperform professional services on behalf of a professional corporation inanother jurisdiction in which the corporation maintains an office, and who areduly licensed to perform professional services under the laws of the otherjurisdiction, to be shareholders of the corporation so long as there is atleast one shareholder who is a licensee as defined in G.S. 55B-2, and thecorporation renders its professional services in the State only through thoseshareholders that are licensed in North Carolina. Upon the transfer of anyshares of such corporation to a nonlicensed employee of such corporation, the corporationshall inform the appropriate licensing board of the name and address of thetransferee and the number of shares issued to the nonprofessional transferee.The issuance or transfer of any share of stock in violation of this section isvoid. No shareholder of a professional corporation shall enter into a votingtrust agreement or any other type of agreement vesting in another person theauthority to exercise the voting power of any of the stock of a professionalcorporation.
(a1) Any person may ownup to forty‑nine percent of the stock of a professional corporationrendering services under Chapter 93 of the General Statutes as long as:
(1) Licensees continueto own and control voting stock that represents at least fifty‑onepercent (51%) of the votes entitled to be cast in the election of directors ofthe professional corporation; and
(2) All licensees whoperform professional services on behalf of the corporation comply with Chapter93 of the General Statutes and the rules adopted thereunder.
(b) A professionalcorporation formed pursuant to this Chapter may issue one hundred percent(100%) of its capital stock to another professional corporation in order forthat corporation (the distributing corporation) to distribute in accordancewith section 355 of the Internal Revenue Code of 1986, as amended (or anysucceeding section), the stock of the controlled corporation to one or moreshareholders of the distributing corporation authorized under this section tohold the shares. The distributing corporation shall distribute the stock of thecontrolled corporation within 30 days after the stock is issued to thedistributing corporation. A share of stock of the controlled corporation thatis not transferred in accordance with this subsection within 30 days after theshare was issued to the distributing corporation is void. (1969,c. 718, s. 6; 1977, c. 855, s. 1; 1989, c. 258; 1991, c. 179, s. 1; c. 205, s.3; 1995, c. 351, s. 16; 1999‑440, s. 1; 2000‑115, s. 5.)
(a) Except as providedin subsections (a1) and (b) of this section, a professional corporation mayissue shares of its capital stock only to a licensee as defined in G.S. 55B‑2,and a shareholder may voluntarily transfer shares of stock issued to theshareholder only to another licensee. No share or shares of any stock of aprofessional corporation shall be transferred upon the books of the corporationunless the corporation has received a certification of the appropriate licensingboard that the transferee is a licensee. Provided, it shall be lawful in thecase of professional corporations rendering services as defined in Chapters83A, 89A, 89C, 89E, and 89F, for nonlicensed employees of the corporation toown not more than one-third of the total issued and outstanding shares of thecorporation; and provided further, with respect to a professional corporationrendering services as defined in Chapters 83A, 89A, 89C, and 89E of the GeneralStatutes, an employee retirement plan qualified under section 401 of theInternal Revenue Code of 1986, as amended (or any successor section), is deemedfor purposes of this section to be a licensee if the trustee or trustees of theplan are licensees. Provided further, subject to any additional conditions thatthe appropriate licensing board may by rule or order impose in the publicinterest, it shall be lawful for individuals who are not licensees but whoperform professional services on behalf of a professional corporation inanother jurisdiction in which the corporation maintains an office, and who areduly licensed to perform professional services under the laws of the otherjurisdiction, to be shareholders of the corporation so long as there is atleast one shareholder who is a licensee as defined in G.S. 55B-2, and thecorporation renders its professional services in the State only through thoseshareholders that are licensed in North Carolina. Upon the transfer of anyshares of such corporation to a nonlicensed employee of such corporation, the corporationshall inform the appropriate licensing board of the name and address of thetransferee and the number of shares issued to the nonprofessional transferee.The issuance or transfer of any share of stock in violation of this section isvoid. No shareholder of a professional corporation shall enter into a votingtrust agreement or any other type of agreement vesting in another person theauthority to exercise the voting power of any of the stock of a professionalcorporation.
(a1) Any person may ownup to forty‑nine percent of the stock of a professional corporationrendering services under Chapter 93 of the General Statutes as long as:
(1) Licensees continueto own and control voting stock that represents at least fifty‑onepercent (51%) of the votes entitled to be cast in the election of directors ofthe professional corporation; and
(2) All licensees whoperform professional services on behalf of the corporation comply with Chapter93 of the General Statutes and the rules adopted thereunder.
(b) A professionalcorporation formed pursuant to this Chapter may issue one hundred percent(100%) of its capital stock to another professional corporation in order forthat corporation (the distributing corporation) to distribute in accordancewith section 355 of the Internal Revenue Code of 1986, as amended (or anysucceeding section), the stock of the controlled corporation to one or moreshareholders of the distributing corporation authorized under this section tohold the shares. The distributing corporation shall distribute the stock of thecontrolled corporation within 30 days after the stock is issued to thedistributing corporation. A share of stock of the controlled corporation thatis not transferred in accordance with this subsection within 30 days after theshare was issued to the distributing corporation is void. (1969,c. 718, s. 6; 1977, c. 855, s. 1; 1989, c. 258; 1991, c. 179, s. 1; c. 205, s.3; 1995, c. 351, s. 16; 1999‑440, s. 1; 2000‑115, s. 5.)
(a) Except as providedin subsections (a1) and (b) of this section, a professional corporation mayissue shares of its capital stock only to a licensee as defined in G.S. 55B‑2,and a shareholder may voluntarily transfer shares of stock issued to theshareholder only to another licensee. No share or shares of any stock of aprofessional corporation shall be transferred upon the books of the corporationunless the corporation has received a certification of the appropriate licensingboard that the transferee is a licensee. Provided, it shall be lawful in thecase of professional corporations rendering services as defined in Chapters83A, 89A, 89C, 89E, and 89F, for nonlicensed employees of the corporation toown not more than one-third of the total issued and outstanding shares of thecorporation; and provided further, with respect to a professional corporationrendering services as defined in Chapters 83A, 89A, 89C, and 89E of the GeneralStatutes, an employee retirement plan qualified under section 401 of theInternal Revenue Code of 1986, as amended (or any successor section), is deemedfor purposes of this section to be a licensee if the trustee or trustees of theplan are licensees. Provided further, subject to any additional conditions thatthe appropriate licensing board may by rule or order impose in the publicinterest, it shall be lawful for individuals who are not licensees but whoperform professional services on behalf of a professional corporation inanother jurisdiction in which the corporation maintains an office, and who areduly licensed to perform professional services under the laws of the otherjurisdiction, to be shareholders of the corporation so long as there is atleast one shareholder who is a licensee as defined in G.S. 55B-2, and thecorporation renders its professional services in the State only through thoseshareholders that are licensed in North Carolina. Upon the transfer of anyshares of such corporation to a nonlicensed employee of such corporation, the corporationshall inform the appropriate licensing board of the name and address of thetransferee and the number of shares issued to the nonprofessional transferee.The issuance or transfer of any share of stock in violation of this section isvoid. No shareholder of a professional corporation shall enter into a votingtrust agreement or any other type of agreement vesting in another person theauthority to exercise the voting power of any of the stock of a professionalcorporation.
(a1) Any person may ownup to forty‑nine percent of the stock of a professional corporationrendering services under Chapter 93 of the General Statutes as long as:
(1) Licensees continueto own and control voting stock that represents at least fifty‑onepercent (51%) of the votes entitled to be cast in the election of directors ofthe professional corporation; and
(2) All licensees whoperform professional services on behalf of the corporation comply with Chapter93 of the General Statutes and the rules adopted thereunder.
(b) A professionalcorporation formed pursuant to this Chapter may issue one hundred percent(100%) of its capital stock to another professional corporation in order forthat corporation (the distributing corporation) to distribute in accordancewith section 355 of the Internal Revenue Code of 1986, as amended (or anysucceeding section), the stock of the controlled corporation to one or moreshareholders of the distributing corporation authorized under this section tohold the shares. The distributing corporation shall distribute the stock of thecontrolled corporation within 30 days after the stock is issued to thedistributing corporation. A share of stock of the controlled corporation thatis not transferred in accordance with this subsection within 30 days after theshare was issued to the distributing corporation is void. (1969,c. 718, s. 6; 1977, c. 855, s. 1; 1989, c. 258; 1991, c. 179, s. 1; c. 205, s.3; 1995, c. 351, s. 16; 1999‑440, s. 1; 2000‑115, s. 5.)
