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(805 ILCS 305/0.01) (from
Ch. 106 1/2, par. 100)
Sec. 0.01. Short title. This Act may be cited as the Professional Association Act.
(Source: P.A. 86-1324.)
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(805 ILCS 305/1) (from
Ch. 106 1/2, par. 101)
Sec. 1. Any 2 or more persons duly licensed
to practice a profession under the laws of this State
may form a professional association, as distinguished
from either a partnership or a corporation, by associating
themselves for the purpose of rendering professional
services or, if the professional services are within
the fields of medicine, dentistry and nursing, related
professional services and dividing the gains therefrom
as stated in articles of association. Except for
an association formed for the purpose of rendering
professional services within the fields of medicine,
dentistry and nursing, no professional association
organized pursuant to this Act shall engage in more
than one type of professional service. Each of the
members of the association shall be licensed to perform
the type of professional service or one of the related
professional services for which the association is
formed.
(Source: P.A. 79-1072.)
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(805 ILCS 305/2) (from
Ch. 106 1/2, par. 102)
Sec. 2. As used in this Act, the term "professional
service" means any type of personal service to the
public which requires as a condition precedent to
the rendering of such service the obtaining of a
license, and which service by law cannot be performed
by a corporation. The term "license" includes a license,
certificate of registration or any other evidence
of the satisfaction of State requirements.
(Source: Laws 1961, p. 3061.)
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(805 ILCS 305/2.1) (from
Ch. 106 1/2, par. 102.1)
Sec. 2.1. "Related professional services" means
more than one professional service which requires
as a condition precedent to the rendering thereof
the obtaining of a license from a State agency and
includes only professional services within the fields
of medicine, dentistry and nursing.
(Source: P.A. 79-1072.)
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(805 ILCS 305/3) (from
Ch. 106 1/2, par. 103)
Sec. 3. A professional association may adopt
a name consisting of the full or last name of one
or more of the associates, followed by the term "associated" or "association" or "and
associates" or the abbreviation "assoc." Nothing
in this Act shall be construed as affecting "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 heretofore or hereafter
amended.
(Source: Laws 1961, p. 3061.)
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(805 ILCS 305/4) (from
Ch. 106 1/2, par. 104)
Sec. 4. A professional association may in
its own name invest its funds in real estate, mortgages,
stocks, bonds, or any other type of investment, and
may own real or personal property necessary or appropriate
for rendering its professional service.
(Source: Laws 1961, p. 3061.)
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(805 ILCS 305/5) (from
Ch. 106 1/2, par. 105)
Sec. 5. Each individual licensed in this
State to perform professional services who is employed
by a professional association shall remain subject
to reprimand or discipline for his conduct under
the provisions of the licensing statute pursuant
to which he is licensed.
(Source: Laws 1961, p. 3061.)
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(805 ILCS 305/6) (from
Ch. 106 1/2, par. 106)
Sec. 6. This Act does not alter any law applicable
to the relationship between a person furnishing professional
service and a person receiving such professional
service including liability arising out of such professional
service.
(Source: Laws 1961, p. 3061.)
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(805 ILCS 305/7) (from
Ch. 106 1/2, par. 107)
Sec. 7. Articles of association may provide
that a professional association shall continue as
a separate entity independent of its members, for
all purposes for such period of time as provided
in the articles, or until dissolved by a vote of
2/3 of the members, and shall continue notwithstanding
the death, legal disability conviction for felony,
resignation, withdrawal, transfer of membership,
retirement, or expulsion of any one or more of the
members (except the last surviving member), the admission
of or transfer of membership to any new member or
members, or the happening of any other event, which
under the law of this State and under like circumstances,
would work a dissolution of a partnership. Articles
may provide that no member of a professional association
shall have the power to dissolve the association
by his or her independent act of any kind.
(Source: P.A. 83-706.)
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(805 ILCS 305/8) (from
Ch. 106 1/2, par. 108)
Sec. 8. A professional association organized
pursuant to the provisions of this Act shall be governed
by a Board of Directors or an Executive Committee
elected by the members, and represented by officers
elected by the Board of Directors or Executive Committee,
so that centralization of management will be assured,
and no member shall have the power to bind the association
within the scope of the association's business or
profession merely by virtue of his being a member
of the association. Officers and members of the Board
of Directors or Executive Committee shall be members
of the professional association. Officers need not
be members of the Board of Directors or Executive
Committee except that the President shall be a member
of the Board of Directors or Executive Committee.
The members may adopt such by-laws as they
may deem proper, or the power to promulgate by-laws
of the association may be delegated by the articles
of association to the Board of Directors or Executive
Committee of the professional association, as the
members may decide. Each member shall have such power
to cast such vote or votes at the meeting of the
members as the articles of association shall provide.
The officers of the professional association may
employ such agents or employees of the association
as they may deem advisable. The officers of the association
shall include a President, Vice President, Secretary,
Treasurer, and such other officers as the Board of
Directors or Executive Committee may determine. Any
one person may serve in more than one office provided
that the President and the Secretary of the professional
association shall not be the same person.
(Source: Laws 1961, p. 3061.)
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(805 ILCS 305/9) (from
Ch. 106 1/2, par. 109)
Sec. 9. Shares or units of ownership in a
professional association shall be transferable to
persons licensed to perform the same type of professional
service as that for which the professional association
was formed.
(Source: Laws 1961, p. 3061.)
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(805 ILCS 305/10) (from
Ch. 106 1/2, par. 110)
Sec. 10. Regulation of practice of law.
(a) The manner in which lawyers practice
law under this Act is subject to the powers of the
Supreme Court to regulate the practice of law.
(b) A professional association that
is organized to practice law may not engage in the
practice of law without a certificate of registration
from the Supreme Court of Illinois. Application for
registration shall be made in writing and shall contain
the name and address of the professional association
and such other information as may be required by
the Supreme Court. Upon receipt of the application,
if the Supreme Court finds that the members and shareholders
are each licensed to practice law, no disciplinary
action is pending against any of them, and it appears
that the professional association will be conducted
in compliance with the law and the rules of the Supreme
Court, the Supreme Court may issue, upon payment
of a registration fee of $50, a certificate of registration.
Upon written application of the certificate
holder and upon completion of a form prescribed by
the Supreme Court, the Supreme Court may renew the
certificate if it finds that the professional association
has complied with the Supreme Court's rules and the
provisions of this Act. The fee for the renewal of
a certificate of registration is $40 per year.
The certificate of registration shall
be conspicuously posted upon the premises to which
it is applicable, and the professional association
may have only those offices that are designated by
street address in the articles of association or
as changed by amendment of those articles. A certificate
of registration is not assignable.
(Source: P.A. 89-686, eff. 12-31-96.)
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