Corporations – Professional Corporation – Ohio
Related Ohio Legal Forms
OHIO REVISED CODE, Title 17, Chapter 1701 (General Corporation Law)
OHIO REVISED CODE, Title 17, Chapter 1785 (Professional Associations)
OHIO REVISED CODE, Title 47, Chapter 4701 (Accountancy Board Law)
The practice of public accounting in the State of Ohio as a professional association (professional corporation) is controlled statutorily by General Corporation Law and by the law applicable to professional associations. Additionally, a professional association organized to engage in the practice of public accounting is governed by the rules and regulations of the Ohio Accountancy Board.
In Ohio, a corporation may be formed for the purpose of carrying on the practice of any profession. However, the authority or responsibility of any agency, board, commission, department, office, or other entity to license, register, and otherwise regulate the professional conduct of individuals or organizations of any kind rendering professional services or to regulate the practice of any profession that is within the jurisdiction of the agency, board, commission, department, office, or other entity is not altered because the entity before the licensing authority is a professional association.
A corporate name must comply with all of the following:
1. It must end with or include the word or abbreviation “company,” “co.,” “corporation,” “corp.,” “incorporated,” or “inc.”
2. It must be distinguishable upon the records in the office of the secretary of state.
3. It must not contain any language that indicates or implies that the corporation is connected with a government agency of this state, another state, or the United States.
A “professional service” is any type of professional service that may be performed only pursuant to a license, certificate, or other legal authorization.
A “professional association” is an association organized for the sole purpose of rendering one of the professional services authorized by statute.
An individual or group of individuals, each of whom is licensed, certificated, or otherwise legally authorized to render within Ohio the same kind of professional service may organize and become a shareholder or shareholders of a professional association.
A professional association may render a particular professional service only through officers, employees, and agents who are themselves duly licensed, certificated, or otherwise legally authorized to render the professional service within Ohio. The term “employee” does not include clerks, bookkeepers, technicians, or other individuals who are not usually and ordinarily considered by custom and practice to be rendering a particular professional service for which a license, certificate, or other legal authorization is required and does not include any other person who performs all of that person’s employment under the direct supervision and control of an officer, agent, or employee who renders a particular professional service to the public on behalf of the professional association.
The formation and practice of a profession by a professional association does not modify any law applicable to the relationship between a person furnishing a professional service and a person receiving that service, including liability arising out of the furnishing of that service.
A professional association may issue its capital stock only to persons who are duly licensed, certificated, or otherwise legally authorized to render within Ohio the same professional service as that for which the association was organized.
A shareholder of a professional association may sell or transfer that shareholder’s shares in the association only to another individual who is duly licensed, certificated, or otherwise legally authorized to render within Ohio the same professional service as that for which the association was organized.
If any provision of Chapter 1785 conflicts with any provision of Chapter 1701, then the provisions of Chapter 1785 take precedence.
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