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§ 55B-3. North Carolina Business Corporation Act applicable. The North Carolina Business Corporation Act shall be applicable to such professional corporations, including their organization, and professional corporations shall enjoy the powers and privileges and shall be subject to the duties, restrictions and liabilities of other corporations, except insofar as the same may be limited or enlarged by this Chapter. If any provision of this Chapter conflicts with the provisions of the North Carolina Business Corporation Act, the provisions of this Chapter shall prevail.( 1969, c. 718, s. 3; 1989 (Reg. Sess., 1990), c. 1024, s. 3.) § 55B-4. Formation of corporation.
A professional corporation under this Chapter may be formed pursuant to the provisions of Chapter 55, the North Carolina Business Corporation Act, with the following limitations:
(1) At least one incorporator shall be a "licensee" as hereinabove defined in G.S. 55B-2(2).
(2) All of the shares of stock of the corporation shall be owned and held by a licensee, or licensees, as hereinabove defined in G.S. 55B-2(2), except as otherwise permitted in G.S.
55B-6.
(3) At least one director and one officer shall be a "licensee" as hereinabove defined in G.S. 55B-2(2).
(4) The articles of incorporation, in addition to the requirements of Chapter 55, shall designate the personal services to be rendered by the professional corporation and shall be accompanied by a certification by the appropriate licensing board that the ownership of the shares of stock is in compliance with the requirements of G.S. 55B-4(2) and G.S. 55B-6.(1969, c. 718, s. 4; 1977, c. 855, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 3; 1991, c. 205, s. 2; 1995, c. 351, s. 15.)
§ 55B-5. Corporate name.
The corporate name used by professional corporations under this Chapter, except as limited by the licensing acts of the respective professions, shall be governed by the provisions of Chapter 55, the North Carolina Business Corporation Act; provide.d that professional corporations may use the words "Professional Association," "P.A.," "Professional Corporation," or "P.C." in lieu of the corporate designations specified in Chapter 55; and provided further that licensing boards by regulations may make further corporate name requirements or limitations for the respective professions, but such regulations may not prohibit the continued use of any corporate name duly adopted in conformity with the General Statutes and with the pertinent licensing board regulations in effect at the date of such adoption.(1969, c. 718, s. 5; 1983, c. 22; 1989 (Reg. Sess., 1990), c. 1024, s. 3.)
§ 55B-6. Capital stock.
(a) Except as provided in subsection (b), a professional corporation may issue shares of its capital stock only to a licensee as defined in G.S. 55B-2, and a shareholder may voluntarily transfer such shares of stock issued to him only to another such licensee. No share or shares of any stock of such corporation shall be transferred upon the books of the corporation unless the corporation has received a certification of the appropriate licensing board that the transferee of such shares is a licensee.
Provided, it shall be lawful in the case of professional corporations
rendering services as defined in Chapters 83A, 89A, 89C,
and 89E, for non-licensed employees of such corporation to own
not more than one-third of the total issued and outstanding shares
of such corporation. Provided further, subject to any additional