Nevada Professional Corporation for Attorneys Law

Corporations – Professional Corporation – Nevada

NEVADA REVISED STATUTES, Chapter 89 (Professional Corporations and Associations)
NEVADA REVISED STATUTES, Chapter 78 (Private Corporations)
NEVADA REVISED STATUTES, Chapter 7 (Attorneys and Counselors at Law)

In Nevada, a corporation organized to engage in the practice of law is controlled, generally, by the statutes relative to private corporations (NEVADA REVISED STATUTES, Chapter 78)  and, specifically, by the statutes relative to professional corporations (NEVADA REVISED STATUTES, Chapter 89).  In the event of a conflict between these two chapters, the provisions of Chapter 89 control.

Additionally a corporation organized to engage in the practice of law is subject to the rules and regulations of the Nevada Supreme Court and those statutes applicable to attorneys (NEVADA REVISED STATUTES, Chapter 7).

Chapter 89 provides the following definitions for professional corporations:

1. An employee is a person licensed or otherwise legally authorized to render professional service in Nevada who renders such service through a professional corporation or a professional association.  This definition does not include clerks, bookkeepers, technicians or other persons who are not usually considered by custom and practice of the profession to be rendering professional services to the public.

2. Being licensed is being legally authorized by the appropriate regulating board of Nevada to engage in a regulated profession in Nevada.

3. A professional corporation is a corporation organized to render a professional service.

4. A  professional service is any type of personal service which may legally be performed only pursuant to a license, certificate of registration or other legal authorization. One or more persons may organize a professional corporation. Each person organizing the corporation must, except as otherwise provided by law (NRS 89.050) be authorized to perform the professional service for which the corporation is organized.

The articles of incorporation must contain the following additional information:

(a) The profession to be practiced by means of the professional corporation.

(b) The names and post office boxes or street addresses, either residence or business, of the original stockholders and directors of the professional corporation.

(c) A certificate from the regulating board of the profession to be practiced showing that each of the directors, and each of the stockholders who is a natural person, is licensed to practice the profession.

The corporate name of a professional corporation must contain the words Professional Corporation or the abbreviation Prof. Corp., or the word Chartered or Limited or the abbreviation Ltd. and must contain the last name of one or more of its stockholders. The corporation may render professional services and exercise its authorized powers under a fictitious name if the corporation has first registered the name in the manner required by law.

A professional corporation may be organized only for the purpose of rendering one specific type of professional service and may not engage in any business other than rendering the professional service for which it was organized and services reasonably related thereto. A professional corporation may own real and personal property appropriate to its business and may invest its money in any form of real property, securities or any other type of investment.

A professional corporation may render a professional service only through its officers and employees who are licensed or otherwise authorized by law to render the professional service.

The statutory provisions relating to professional corporations do not modify any law applicable to the relationship between a person furnishing professional service and a person receiving such service, including liability arising out of such professional service.

No professional corporation may issue any of its stock to anyone other than a natural person who is licensed to render the same specific professional services as those for which the corporation was incorporated. No stockholder of a professional corporation may enter into a voting trust agreement or any other type of agreement vesting another person with the authority to exercise the voting power of any or all of his stock unless the other person is licensed to render the same specific professional services as those for which the corporation was incorporated.

No shares of a professional corporation may be sold or transferred except to a natural person who is eligible to be a stockholder of the corporation or to the personal representative or estate of a deceased or legally incompetent stockholder. The personal representative or estate of the stockholder may continue to own shares for a reasonable period, but may not participate in any decisions concerning the rendering of professional services.

The articles of incorporation or bylaws may provide specifically for additional restrictions on the transfer of shares and may provide for the redemption or purchase of the shares by the corporation, its stockholders or an eligible individual account plan at prices and in a manner specifically set forth.

A stockholder may transfer his shares in the corporation or any other interest in the assets of the corporation to a revocable trust if he acts as trustee of the revocable trust and any person who acts as co-trustee and is not licensed to perform the services for which the corporation was incorporated does not participate in any decisions concerning the rendering of those services. Any act in violation of the statutory restriction on share ownership is void and does not pass any rights or privileges or vest any powers, except to an innocent person who is not a stockholder and who has relied on the effectiveness of the action.

If any officer, stockholder, director or employee of a corporation who has been rendering professional service to the public becomes legally disqualified to render such professional services within Nevada, he must sever within a reasonable period all professional service with and financial interest in the corporation.

Upon the death of a stockholder of a corporation who has transferred his interest in the corporation to a revocable trust as permitted by NRS 89.070, the trustee of the revocable trust may continue to retain any interest so transferred, including corporate shares, for a reasonable period, but may not exercise any authority concerning the rendering of professional services and may not, except as otherwise provided in NRS 623.349, distribute the corporate interest to any person not licensed to render the services for which the corporation was incorporated.

The statutory provisions relating to professional corporations do not bar the regulating board of any profession from taking any action otherwise within its power, nor do they affect the rules of ethics or practice of any profession.

No professional corporation may do any act which is prohibited to be done by natural persons licensed to practice the profession which the professional corporation is organized to practice.

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