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(805 ILCS 10/1) (from
Ch. 32, par. 415-1) Sec. 1. This Act may be cited as the Professional Service Corporation Act.
(Source: P.A. 86-1475.) |
(805 ILCS 10/2) (from
Ch. 32, par. 415-2) Sec. 2. It is the legislative intent to provide
for the incorporation of an individual or group of
individuals to render the same professional service
or related professional services to the public for
which such individuals are required by law to be
licensed or to obtain other legal authorization,
while preserving the established professional aspects
of the personal relationship between the professional
person and those he serves professionally.
(Source: P. A. 78-783.) |
(805 ILCS 10/3) (from
Ch. 32, par. 415-3) Sec. 3. In this Act the terms defined in
Sections 3.1 through 3.5 have the meanings ascribed
to them in those Sections unless a contrary meaning
is clear from the context.
(Source: P. A. 76-1283.) |
(805 ILCS 10/3.1) (from
Ch. 32, par. 415-3.1) Sec. 3.1. "Ancillary personnel" means such
person acting in their customary capacities, employed
by those rendering a professional service who:
(1) Are not licensed to engage in
the category of professional service for which a
professional corporation was formed; and
(2) Work at the direction or under
the supervision of those who are so licensed; and
(3) Do not hold themselves out to
the public generally as being authorized to engage
in the practice of the profession for which the corporation
is licensed; and
(4) Are not prohibited by the licensing
authority, regulating the category of professional
service rendered by the corporation from being so
employed and includes clerks, secretaries, technicians
and other assistants who are not usually and ordinarily
considered by custom and practice to be rendering
the professional services for which the corporation
was formed.
(Source: P. A. 77-565.) |
(805 ILCS 10/3.2) (from
Ch. 32, par. 415-3.2) Sec. 3.2. "Regulating authority" means the
State board, department, agency or the Supreme Court
of Illinois (in the case of attorneys at law) having
jurisdiction to grant a license to render the category
of professional service for which a professional
corporation has been organized or the United States
Patent Office or the Internal Revenue Service of
the United States Treasury Department.
(Source: P. A. 78-561.) |
(805 ILCS 10/3.3) (from
Ch. 32, par. 415-3.3) Sec. 3.3. "License" includes a license, certificate
of registration or any other evidence of the satisfaction
of the requirements of this State, or of the United
States Patent Office or the Internal Revenue Service
of the United States Treasury Department, for the
practice of a professional service.
(Source: P.A. 78-561.) |
(805 ILCS 10/3.4) (from
Ch. 32, par. 415-3.4) Sec. 3.4. (a) "Professional Corporation" means
a corporation organized under this Act solely for
the purpose of rendering one category of professional
service or related professional services and which
has as its shareholders, directors, officers, agents
and employees (other than ancillary personnel) only
individuals who are duly licensed by this State or
by the United States Patent Office or the Internal
Revenue Service of the United States Treasury Department
to render that particular category of professional
service or related professional services (except
that the secretary of the corporation need not be
so licensed), except that the registered agent of
the corporation need not be licensed in such case
where the registered agent is not a shareholder,
director, officer or employee (other than ancillary
personnel).
(b) A Professional Corporation may,
for purposes of dissolution, have as its shareholders,
directors, officers, agents and employees individuals
who are not licensed by this State, provided that
the corporation does not render any professional
services nor hold itself out as capable of or available
to render any professional services during the period
of dissolution.
The regulating authority shall not
issue or renew any certificate of authority to a
Professional Corporation during the period of dissolution.
A copy of the certificate of dissolution,
as issued by the Secretary of State, shall be delivered
to the regulating authority within 30 days of its
receipt by the incorporators.
(Source: P.A. 84-1235.) |
(805 ILCS 10/3.5) (from
Ch. 32, par. 415-3.5) Sec. 3.5. "Professional Service" means any
personal service which requires as a condition precedent
to the rendering thereof the obtaining of a license
from a State agency or from the United States Patent
Office or the Internal Revenue Service of the United
States Treasury Department.
(Source: P.A. 83-857.) |
(805 ILCS 10/3.6) (from
Ch. 32, par. 415-3.6) Sec. 3.6. "Related professions" and "related
professional services" mean more than one personal
service which requires as a condition precedent to
the rendering thereof the obtaining of a license
and which prior to October 1, 1973 could not be performed
by a corporation by reason of law; provided, however,
that these terms shall be restricted to:
(1) a combination of two or more
of the following |
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personal services: (a) "architecture" as defined
in Section 5 of the Illinois Architecture Practice
Act of 1989, (b) "professional engineering" as defined
in Section 4 of the Professional Engineering Practice
Act of 1989, (c) "structural engineering" as defined
in Section 5 of the Structural Engineering Practice
Act of 1989, (d) "land surveying" as defined in Section
2 of the Illinois Professional Land Surveyor Act
of 1989; or
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(2) a combination of the following
personal
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services: (a) the practice of medicine in all
of its branches, (b) the practice of podiatry as
defined in Section 5 of the Podiatric Medical Practice
Act of 1987, (c) the practice of dentistry as defined
in the Illinois Dental Practice Act, (d) the practice
of optometry as defined in the Illinois Optometric
Practice Act of 1987.
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(Source: P.A. 90-230, eff. 1-1-98;
91-91, eff. 1-1-00.)
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(805 ILCS 10/4) (from
Ch. 32, par. 415-4) Sec. 4. The "Business Corporation Act of
1983", as now or hereafter amended, shall be applicable
to professional corporations organized under this
Act, and they shall enjoy the powers and privileges
and be subject to the duties, restrictions, and liabilities
of other corporations, except where inconsistent
with the letter and purpose of this Act. This Act
shall take precedence in the event of any conflict
with provisions of the "Business Corporation Act
of 1983" or other laws.
This Act shall not apply to any persons
within this State who prior to the passage of this
Act were rendering personal services by means of
a corporation, nor to any corporation organized by
them presently in existence or hereafter organized,
however such persons may elect to incorporate under
the provisions of this Act, or to bring an existing
corporation within the provisions of this Act by
amending the articles of incorporation in such a
manner as to be consistent with all the provisions
of this Act and by affirmatively stating in the amended
articles of incorporation that the shareholders have
elected to bring the corporation within the provisions
of this Act.
A professional association organized
under the "Act to Authorize Professional Associations",
approved August 9, 1961, as amended, may elect by
resolution to bring the association under the provisions
of this Act by authorizing its members to incorporate
under this Act and stating in the articles of incorporation
that the association shall be considered to have
merged with the professional corporation so formed.
When the articles of incorporation have been filed
with the Secretary of State, the professional corporation
shall be deemed to have acquired the property and
assets and assumed the liabilities of the association;
and the association shall thereafter cease to exist
as a separate identity.
Nothing contained in this Act shall
alter the right of persons licensed to engage in
the rendering of a personal service from so doing
in any other business form permitted them by law.
The provisions of this Act shall
not be considered as repealing, modifying or restricting
the applicable provisions of law regulating the several
professions except insofar as such laws are in conflict
with the provisions of this Act, however, the provisions
of this Act shall take precedence over any law which
prohibits a corporation from rendering any type of
professional services. Nothing contained in this
Act shall prohibit a professional corporation from
employing ancillary personnel.
(Source: P. A. 83-1362.) |
(805 ILCS 10/5) (from
Ch. 32, par. 415-5) Sec. 5. A professional corporation organized
under this Act may consolidate or merge only with
another domestic professional corporation organized
under this Act to render the same specific professional
service or related professional services and a merger
or consolidation with any foreign corporation is
prohibited. A professional association organized
under the "Act to Authorize Professional Associations",
approved August 9, 1961, as amended, may merge with
a professional corporation formed under this Act
by complying with Section 4 of this Act.
(Source: P. A. 78-783.) |
(805 ILCS 10/6) (from
Ch. 32, par. 415-6) Sec. 6. One or more individuals each of whom
is licensed to perform the same professional service
or related professional services in this State may
organize a professional corporation by filing articles
of incorporation with the Secretary of State on forms
furnished by the Secretary. Such articles of incorporation
shall meet the requirements of the "Business Corporation
Act of 1983" and in addition thereto state the specific
profession or related professions to be practiced
by the professional corporation.
A professional corporation may be
organized under this Act only for the purpose of
rendering one specific type of professional service
and services ancillary thereto; provided, however,
that nothing herein shall be construed to prevent
a professional corporation from organizing under
this Act where that corporation is organized for
the purpose of rendering related professional services
and services ancillary thereto; and provided, however,
that nothing herein shall prohibit an attorney licensed
to practice law in Illinois from signing and acting
as initial incorporator on behalf of such corporation.
(Source: P.A. 85-190.) |
(805 ILCS 10/7) (from
Ch. 32, par. 415-7) Sec. 7. No corporation organized and incorporated
under this Act may render professional services,
except through its officers, employees and agents
who are duly licensed or otherwise legally authorized
to render such professional services within this
State. The term "employee" as used in this Act does
not include "ancillary personnel" as that term is
used in this Act.
(Source: P. A. 77-565.) |
(805 ILCS 10/8) (from
Ch. 32, par. 415-8) Sec. 8. Nothing contained in this Act shall
be interpreted to abolish, repeal, modify, restrict
or limit the law now in effect in this State applicable
to the professional relationship and liabilities
between the person furnishing the professional services
and the person receiving such professional service
and to the standards for professional conduct. Any
officer, shareholder, agent or employee of a corporation
organized under this Act shall remain personally
and fully liable and accountable for any negligent
or wrongful acts or misconduct committed by him,
or by any ancillary personnel or person under his
direct supervision and control, while rendering professional
services on behalf of the corporation to the person
for whom such professional services were being rendered.
However, a professional corporation shall have no
greater liability for the conduct of its agents than
a general business corporation. The corporation shall
be liable up to the full value of its property for
any negligence or wrongful acts or misconduct committed
by any of its officers, shareholders, agents or employees
while they are engaged on behalf of the corporation
in the rendering of professional services.
The relationship of an individual
to a professional corporation organized under this
Act, with which such individual is associated, whether
as a shareholder, director, officer or employee,
shall in no way modify or diminish the jurisdiction
over him of the governmental authority or State agency
which licensed, certified or registered him for a
particular profession.
All rights and obligations pertaining
to communications made to, or information received
by, any qualified person, or his advice thereon,
shall be extended to the professional corporation
of which he is a shareholder or employee, and to
the corporation's officers, employees and ancillary
personnel.
(Source: P. A. 76-1283.) |
(805 ILCS 10/9) (from
Ch. 32, par. 415-9) Sec. 9. A professional corporation shall
adopt a name consisting of the full or last name
of one or more of its shareholders; except that if
not otherwise prohibited by law, rules of a regulating
authority or the canons of ethics of the profession
concerned, a professional corporation may adopt a
fictitious name. If the corporation does adopt a
fictitious name or continues to use the name of a
deceased shareholder, the name of a member of a predecessor
organization, it shall file with the county clerk
of the county where its principal place of business
is located, under "An Act in relation to the use
of an assumed name in the conduct or transaction
of business in this State," approved July 17, 1941,
as now or hereafter amended. It shall be permissible
for a professional corporation to continue to use
the name of a deceased shareholder for a period of
one year after his death without recording the name
of the corporation with the county clerk as hereinabove
provided. A professional corporation may continue
to use the name of a shareholder who voluntarily
withdraws from the corporation if the withdrawing
shareholder files with the regulating authority his
written permission for the continued use of his name
by the professional corporation. This permission
shall remain in effect until written revocation has
been received by the regulating authority from the
former shareholder.
The corporate name shall end with
the word "chartered" or "Limited" or the abbreviation "Ltd.",
or with the words "Professional Corporation" or the
abbreviation "Prof. Corp." or the initials "P. C.".
(Source: P.A. 81-1509.) |
(805 ILCS 10/10) (from
Ch. 32, par. 415-10) Sec. 10. A professional corporation organized
under this Act shall be governed by a board of directors
elected by the shareholders and represented by officers
elected by the board of directors, and, if desired,
by an executive committee elected by the board of
directors. If such corporation has only one shareholder
it need have only one director who shall be such
shareholder and may also serve as president, secretary,
and treasurer of the corporation. Such one shareholder
corporations need not have a vice-president.
If such corporation has only 2 shareholders it need
have only 2 directors who shall be such shareholders
and they shall fill the offices of president, vice-president,
secretary and treasurer of the corporation between
them.
(Source: P.A. 81-405.) |
(805 ILCS 10/11) (from
Ch. 32, par. 415-11) Sec. 11. No corporation organized under this
Act may issue any of its capital stock to anyone
other than an individual who is duly licensed or
otherwise legally authorized to render the same specific
professional services or related professional services
as those for which the corporation was organized.
No shareholder shall 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 of his stock.
The articles of incorporation shall
provide for the purchase or redemption of the shares
of any shareholder upon his death or disqualification,
or the same may be provided for in the by-laws
of the corporation or in a separate agreement of
the interested parties.
If the articles of incorporation,
by-laws or separate agreement fail to state
a price or method of determining a fixed price at
which the corporation or its shareholders may purchase
the shares of a deceased shareholder, or a shareholder
no longer qualified to own shares in the corporation,
then the price for such shares shall be the book
value as of the end of the month immediately preceding
the death or disqualification of the shareholder.
Book value shall be determined from the books and
records of the corporation in accordance with the
accounting methods used by the corporation.
(Source: P.A. 85-190.) |
(805 ILCS 10/12) (from
Ch. 32, par. 415-12) Sec. 12. No corporation shall open, operate
or maintain an establishment for any of the purposes
for which a corporation may be organized under this
Act without a certificate of registration from the
regulating authority authorized by law to license
individuals to engage in the profession or related
professions concerned. Application for such registration
shall be made in writing, and shall contain the name
and address of the corporation, and such other information
as may be required by the regulating authority. Upon
receipt of such application, the regulating authority,
or some administrative agency of government designated
by it, shall make an investigation of the corporation.
If the regulating authority is the Supreme Court
it may designate the bar or legal association which
investigates and prefers charges against lawyers
to it for disciplining. If such authority finds that
the incorporators, officers, directors and shareholders
are each licensed pursuant to the laws of Illinois
to engage in the particular profession or related
professions involved (except that the secretary of
the corporation need not be so licensed), and if
no disciplinary action is pending before it against
any of them, and if it appears that the corporation
will be conducted in compliance with the law and
the regulations and rules of the regulating authority,
such authority, shall issue, upon payment of a registration
fee of $50, a certificate of registration.
Upon written application of the holder,
the regulating authority which originally issued
the certificate of registration shall renew the certificate
if it finds that the corporation has complied with
its regulations and the provisions of this Act.
The fee for the renewal of a certificate
of registration shall be calculated at the rate of
$40 per year.
The certificate of registration shall
be conspicuously posted upon the premises to which
it is applicable, and the professional corporation
shall have only those offices which are designated
by street address in the articles of incorporation,
or as changed by amendment of such articles. No certificate
of registration shall be assignable.
(Source: P.A. 83-863.) |
(805 ILCS 10/12.1) (from
Ch. 32, par. 415-12.1) Sec. 12.1. Any corporation which on 2 occasions
issues or delivers a check or other order to the
Department of Professional Regulation which is not
honored by the financial institution upon which it
is drawn because of insufficient funds on account,
shall pay to the Department, in addition to the amount
owing upon such check or other order, a fee of $50.
If such check or other order was issued or delivered
in payment of a renewal fee and the corporation whose
certificate of registration has lapsed continues
to practice as a corporation without paying the renewal
fee and the $50 fee required under this Section,
an additional fee of $100 shall be imposed for practicing
without a current license. The Department shall notify
the corporation whose certificate of registration
has lapsed, within 30 days after the discovery by
the Department that such corporation is operating
without a current certificate, that the corporation
is operating without a certificate, and of the amount
due to the Department, which shall include the lapsed
renewal fee and all other fees required by this Section.
If after the expiration of 30 days from the date
of such notification, the corporation whose certificate
has lapsed seeks a current certificate, it shall
thereafter apply to the Department for reinstatement
of the certificate and pay all fees due to the Department.
The Department may establish a fee for the processing
of an application for reinstatement of a certificate
which allows the Department to pay all costs and
expenses incident to the processing of this application.
The Director may waive the fees due under this Section
in individual cases where he finds that in the particular
case such fees would be unreasonable or unnecessarily
burdensome.
(Source: P.A. 85-1209.) |
(805 ILCS 10/13) (from
Ch. 32, par. 415-13) Sec. 13. The regulating authority which issued
the certificate of registration may suspend or revoke
it for any of the following reasons:
(a) The revocation or suspension
of the license to practice the profession of any
officer, director, shareholder or employee not promptly
removed or discharged by the corporation; (b) unethical
professional conduct on the part of any officer,
director, shareholder or employee not promptly removed
or discharged by the corporation; (c) the death of
the last remaining shareholder; (d) upon finding
that the holder of a certificate has failed to comply
with the provisions of this Act or the regulations
prescribed by the regulating authority that issued
it; or (e) the failure to file a return, or to pay
the tax, penalty or interest shown in a filed return,
or to pay any final assessment of tax, penalty or
interest, as required by any tax Act administered
by the Illinois Department of Revenue, until such
time as the requirements of any such tax Act are
satisfied.
Before any certificate of registration
is suspended or revoked, the holder shall be given
written notice of the proposed action and the reasons
therefor, and shall provide a public hearing by the
regulating authority, with the right to produce testimony
and other evidence concerning the charges made. The
notice shall also state the place and date of the
hearing which shall be at least 10 days after service
of said notice.
All orders of regulating authorities
denying an application for a certificate of registration
or suspending or revoking a certificate of registration
shall be subject to judicial review pursuant to the
provisions of the Administrative Review Law, as now
or hereafter amended, and the rules adopted pursuant
thereto then in force.
(Source: P.A. 85-1222.) |
(805 ILCS 10/14) (from
Ch. 32, par. 415-14) Sec. 14. At the time of the filing of the
written application by the corporation for the renewal
of its certificate under Section 12 of this Act,
such corporation shall also file with the appropriate
regulating authority a certificate giving the name
and residence addresses of all shareholders as of
the last day of the month preceding such filing,
and certifying that all such shareholders are duly
licensed to render the same professional services
or related professional services as those for which
the corporation was organized. This certificate shall
be made on a form prescribed and furnished by the
appropriate regulating authority, shall be signed
by the president or vice-president and attested
by the secretary or assistant secretary of the professional
corporation, and acknowledged and sworn to before
a notary public by the persons executing the certificate.
(Source: P. A. 78-783.) |
(805 ILCS 10/15) (from
Ch. 32, par. 415-15) Sec. 15. A professional corporation may only
engage in the rendering of one category of professional
service or related professional services and may
render such professional service or related professional
services only through shareholders, directors, officers,
agents and employees who are themselves duly licensed
in that category of professional service. No person
who is not licensed in that category of professional
service or related professional services shall have
any part in the ownership, management or control
of the corporation, nor may any proxy to vote any
shares of such corporation be given to a person who
is not so licensed.
(Source: P.A. 78-783.) |
(805 ILCS 10/16) (from
Ch. 32, par. 415-16) Sec. 16. The provisions of this Act shall
not be construed as limiting the rendering of professional
services or the practice of any profession under
any other provision of law. However, the provisions
of this Act shall be applicable to attorneys at law
only to the extent and under such terms and conditions
as the Supreme Court of Illinois shall determine
to be necessary and appropriate. Articles of incorporation
of professional corporations organized to practice
law shall contain such provisions as may be appropriate
to comply with applicable rules of such court.
Nothing contained in this Act shall
be construed to prohibit a corporation from prosecuting
as plaintiff or defending as defendant any small
claims proceeding in any court of this State through
any officer, director, manager, department manager
or supervisor of the corporation as authorized by
Section 2-416 of the Code of Civil Procedure.
(Source: P.A. 83-909.) |
(805 ILCS 10/17) (from
Ch. 32, par. 415-17) Sec. 17. If any provision of this Act or the
application thereof to any person or circumstance
is invalid, such invalidity shall not affect other
provisions or applications of this Act which can
be given effect without the invalid provision or
application, and to this end the provisions of this
Act are declared to be severable.
(Source: P. A. 76-1283.) |
(805 ILCS 10/18) (from
Ch. 32, par. 415-18) Sec. 18. Administrative Procedure Act. The
Illinois Administrative Procedure Act is expressly
adopted and incorporated herein as if all of the
provisions of that Act were included in this Act,
except that the provision of subsection (d) of Section
10-65 of the Illinois Administrative Procedure
Act which provides that at hearings the licensee
has the right to show compliance with all lawful
requirements for retention, continuation or renewal
of the license is specifically excluded. For the
purposes of this Act the notice required under Section
10-25 of the Administrative Procedure Act is
deemed sufficient when mailed to the last known address
of a party.
(Source: P.A. 88-45.) |
(805 ILCS 10/19) Sec. 19. Deposit of fees and fines. Beginning July 1, 1995, all of the fees and fines collected
under this Act shall be deposited into the General
Professions Dedicated Fund.
(Source: P.A. 88-683, eff.
1-24-95.) |
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