Code of Alabama - Title 10A: Alabama Business and Nonprofit Entities Code - Chapter 4 - Professional Corporations

• Article 1 General Provisions.
• Section 10A-4-1.01 Short title
  This chapter and the provisions of Chapter 1, to the extent applicable to professional corporations, may be cited as the Alabama Professional Corporation Law.
• Section 10A-4-1.02 Applicability of Business Corporation Law and Nonprofit Corporation Law
  The provisions of the Alabama Business Corporation Law shall apply to professional corporations, domestic and foreign, except to the extent the provisions are inconsistent with...
• Section 10A-4-1.03 Definitions
  As used in this chapter, unless the context otherwise requires, the term: (1) DISQUALIFIED PERSON. Any person who is not a qualified person. (2) DOMESTIC...
• Article 2 Purposes, Powers, and Organization.
• Section 10A-4-2.01 Purposes for which professional corporations may be organized
  Domestic professional corporations may be organized under this chapter only for the purpose of rendering professional services and services ancillary thereto within a single profession,...
• Section 10A-4-2.02 Required statement of purpose in certificate of formation
  (a) Any corporation whose certificate of formation includes as a stated purpose the performance of professional services may be incorporated under this chapter by stating...
• Section 10A-4-2.03 Powers of professional corporation generally; profession limited by certificate of formation
  (a) Subject to Section 10A-4-5.07, a domestic professional corporation, including a professional corporation that is a nonprofit corporation, shall have all the powers necessary or...
• Section 10A-4-2.04 Rendition of professional services
  A professional corporation, domestic or foreign, may render professional services in Alabama only through individuals permitted to render the services in Alabama; but nothing in...
• Article 3 Shareholders; Directors and Officers; Professional Liability.
• Section 10A-4-3.01 Issuance and transfer of shares
  (a) A domestic professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to qualified persons. (b) Where deemed necessary...
• Section 10A-4-3.02 Death or disqualification of shareholder
  (a) Upon the death of a shareholder of a domestic professional corporation, or if a shareholder of a domestic professional corporation becomes a disqualified person,...
• Section 10A-4-3.03 Liability generally
  (a) Every individual who renders professional services as an employee of a domestic or professional corporation shall be liable for any negligent or wrongful act...
• Section 10A-4-3.04 Professional relationships; privileged communications
  (a) The relationship between an individual performing professional services as an employee of a professional corporation, domestic or foreign, and a client or patient shall...
• Section 10A-4-3.05 Voting trusts
  A voting trust with respect to shares of a domestic professional corporation shall not be valid unless all the trustees and beneficiaries thereof are qualified...
• Section 10A-4-3.06 Directors and officers
  At least one director of a domestic professional corporation and the president of a domestic professional corporation shall be qualified persons with respect to the...
• Article 4 Special Provisions as to Amendments; Merger and Consolidation.
• Section 10A-4-4.01 Amendments to certificate of formation by administrators and the like
  Administrators, executors, guardians, conservators, or receivers of the estates of shareholders of a domestic professional corporation who hold all of the outstanding shares of the...
• Section 10A-4-4.02 Merger and conversion
  (a) A domestic professional corporation may convert to or merge with another corporation, professional corporation, or another type of entity, domestic or foreign, under the...
• Article 5 Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations.
• Section 10A-4-5.01 Involuntary dissolution on petition of Attorney General
  The Attorney General may institute proceedings to involuntarily dissolve a domestic professional corporation or a domestic nonprofit professional corporation. A licensing authority may request that...
• Section 10A-4-5.02 Admission of foreign professional corporations
  (a) A foreign professional corporation shall be entitled to register under Article 7 of Chapter 1 for authority to render professional services in Alabama only...
• Section 10A-4-5.03 Revocation of certificate of authority
  The certificate of authority of a foreign professional corporation may be revoked by the Secretary of State if the corporation fails to comply with any...
• Section 10A-4-5.04 Annual report of domestic and foreign professional corporations
  (a) Every professional corporation, domestic or foreign, is required to file an annual report under the Alabama Business Corporation Law, and shall include in the...
• Section 10A-4-5.05 Interrogatories by licensing authority; generally
  (a) Each licensing authority of Alabama may propound to any professional corporation, domestic or foreign, organized to practice a profession within the jurisdiction of the...
• Section 10A-4-5.06 Penalty for false statement, etc.; procedure upon failure to answer interrogatories
  (a) Each officer and director of a professional corporation, domestic or foreign, who signs any articles, statement, report, application, answer to an interrogatory, or other...
• Section 10A-4-5.07 Chapter does not restrict regulation by licensing authority
  (a) Nothing in this chapter shall restrict or limit in any manner the authority or duty of a licensing authority with respect to individuals rendering...
• Section 10A-4-5.08 Application to existing corporations
  (a) The provisions of this chapter shall apply to all existing corporations organized under the statute formerly codified as Article 11 of Chapter 4, Title...

Last modified: May 3, 2021