Nebraska
State Statutes - 2006
Nebraska Professional Corporation Act
All filings and correspondence
to: Nebraska Secretary of State
Room 1301 - State Capitol
Bldg.
Lincoln, NE 68509
Phone: (402) 471-4079 FAX:
(402) 471-3666
corporate_inquiries@sos.ne.gov
_________________________________________________________________________________
Section 21-2201
Act, how cited.
Sections 21-2201 to 21-2222 shall be known
and may be cited as the Nebraska Professional Corporation Act.
Section 21-2202
Terms, defined.
For purposes of the Nebraska Professional
Corporation Act, unless the context otherwise requires:
(1) Certificate of registration or
registration certificate from or by the regulating board means either a
document prepared and issued by the regulating board or the electronic
accessing of the regulating board's licensing records by the Secretary of State;
(2) Professional corporation means a
corporation which is organized under the act for the specific purpose of
rendering professional service and which has as its shareholders only
individuals who themselves are duly licensed or otherwise legally authorized
within this state to render the same professional service as the corporation;
(3) 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 or other legal
authorization and which, except for the services of a real estate broker, prior
to the passage of the act and by reason of law could not be performed by a
corporation, including, but not limited to, personal services rendered by a
certified public accountant, public accountant, dentist, osteopathic physician,
physician and surgeon, veterinarian, real estate broker, associate real estate
broker, real estate salesperson, or attorney at law. For purposes of the act,
those professions pertaining to the diagnosis, care, and treatment of humans
shall be considered to be of the same profession; and
(4) Regulating board means a board which is
charged with the licensing and regulating of the practice or profession which
the professional corporation is organized to render.
Section 21-2203
Powers, benefits, and privileges.
Except as the Nebraska Professional
Corporation Act shall otherwise require, professional corporations shall enjoy
all the powers, benefits, and privileges and be subject to all the duties,
restrictions, and liabilities of a business corporation under the Business
Corporation Act and sections 21-301 to 21-325.
Section 21-2204
Articles of incorporation; certificate of registration; filing.
(1) One or more individuals residing within
the State of Nebraska, each of whom is licensed or otherwise legally authorized
to render the same professional service, may, by filing articles of
incorporation and a certificate of registration with the Secretary of State,
organize and become a shareholder in a professional corporation. The articles
of incorporation shall conform to the requirements of section 21-2018 and the
certificate of registration shall conform to the requirements of sections
21-2216 to 21-2218.
(2) In addition to the requirements of
subsection (1) of this section, the articles of incorporation shall contain a
statement of the profession to be practiced by the corporation.
Section 21-2205
Professional services that may be rendered.
A professional corporation shall render only
one type of professional service and such services as may be ancillary thereto
and shall not engage in any other profession. No corporation organized and
incorporated under the Nebraska Professional Corporation 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. This section shall not be interpreted to include in
the term employee, as used in the act, clerks, secretaries, bookkeepers,
technicians, and other assistants who are not usually and ordinarily considered
by custom and practice to be rendering professional services to the public for
which a license or other legal authorization is required.
A professional corporation may own real and
personal property necessary or appropriate for rendering the type of
professional services it was organized to render and may invest its funds in
real estate, mortgages, stocks, bonds, and any other type of investments.
Section 21-2206
Corporate name.
The corporate name of a corporation organized
under sections 21-2201 to 21-2222 shall contain the word professional
corporation, or P.C. The use of the word company, corporation, incorporated, or
any other word, abbreviation, affix or prefix indicating that it is a
corporation in the corporate name of a corporation organized under sections
21-2201 to 21-2222, other than the words professional corporation, or the
abbreviation P.C. is specifically prohibited.
Section 21-2207
Offices; designate in articles of incorporation; change; duties.
A professional corporation shall have only
those offices which are designated by street address in the articles of
incorporation, and shall not change any such office or offices without
amendment of the articles of incorporation.
Section 21-2208
Shares of capital stock; issuance; transfer; conditions; violation; effect.
A professional corporation may issue shares
of its capital stock only to persons who are duly registered in Nebraska to
render the same professional service as that provided in its articles of
incorporation. A shareholder in a professional corporation may voluntarily
transfer his shares only to a person who is duly licensed to render the same
professional service as that for which the corporation was organized. No shares
shall be issued by or transferred upon the books of the professional
corporation unless there has been filed with the Secretary of State a
certificate by the regulating board stating that the person to whom the shares
are to be issued or transferred is duly licensed to render the same
professional service as that for which the corporation was organized. Any share
transferred or issued in violation of this section shall be null and void.
Section 21-2209
Provision of services in another jurisdiction; license required, when;
foreign corporation; requirements.
(1) A professional corporation may provide
professional services in another jurisdiction if such corporation complies with
all applicable laws of such jurisdiction regulating the rendering of
professional services. Notwithstanding any other provision of the Nebraska
Professional Corporation Act, no shareholder, director, officer, employee, or
agent of a professional corporation shall be required to be licensed to render
professional services in this state or to reside in this state if such
shareholder, director, officer, employee, or agent does not render professional
services in this state and is licensed in one or more states, territories of
the United States, or the District of Columbia to render a professional service
described in the professional corporation's articles of incorporation.
(2) A foreign professional corporation shall
not transact business in this state unless it renders one of the professional
services specified in subdivision (3) of section 21-2202 and complies with the
provisions of the act, including, without limitation, registration with the
appropriate regulating board in this state as provided in sections 21-2216 to
21-2218. A foreign professional corporation shall not transact business in this
state if the laws of the jurisdiction under which such foreign professional
corporation is incorporated do not allow for a professional corporation
incorporated under the laws of this state to transact business in such
jurisdiction.
(3)(a) A foreign professional corporation
shall (i) apply for a certificate of authority in the same manner as a foreign
business corporation pursuant to sections 21-20,168 to 21-20,181 and (ii) file
with the Secretary of State a current certificate of registration as provided
in sections 21-2216 to 21-2218.
(b) Except as otherwise provided in the
Nebraska Professional Corporation Act, foreign professional corporations shall
enjoy all the powers, benefits, and privileges and shall be subject to all the
duties, restrictions, and liabilities of a foreign business corporation under
sections 21-301 to 21-325 and the Business Corporation Act.
(c) A foreign professional corporation shall
not be required as a condition to obtaining a certificate of authority to have
all of its shareholders, directors, and officers licensed to render
professional services in this state if all of its shareholders, directors, and
officers, except the secretary and assistant secretary, are licensed in one or
more states or territories of the United States or the District of Columbia to
render a professional service described in its articles of incorporation and
any shareholder, director, officer, employee, or agent who renders professional
services within this state on behalf of the foreign professional corporation is
licensed to render professional services in this state.
(d) A foreign professional corporation shall
not be required to obtain a certificate of authority to transact business in
this state unless it maintains or intends to maintain an office in this state
for the conduct of business or professional practice.
(4) For purposes of this section, foreign
professional corporation shall mean a corporation which is organized under the
law of any other state or territory of the United States or the District of
Columbia for the specific purpose of rendering professional services and which
has as its shareholders only individuals who are duly licensed or otherwise
legally authorized to render the same professional services as the corporation.
Section 21-2210
Professional relationship and liabilities.
Nothing contained in sections 21-2201 to
21-2222 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 services or to the standards of professional
conduct. Any officer, shareholder, agent or employee of a corporation organized
under sections 21-2201 to 21-2222 shall remain personally and fully liable and
accountable for any negligent or wrongful act or misconduct committed by him,
or by any person under his direct supervision and control, while rendering
professional service on behalf of the corporation to the person for whom such
professional services were being rendered. The corporation shall be liable up
to the full value of its property for any negligent or wrongful acts or
misconduct committed by any of its officers, agents or employees while they are
engaged on behalf of the corporation.
Section 21-2211
Regulating board; powers.
Nothing in sections 21-2201 to 21-2222 shall
restrict or limit in any manner the authority and duty of a regulating board in
registering individuals licensed to perform professional services or the
practice of the profession which is within the jurisdiction of such board,
notwithstanding the fact that such individual is an officer, director,
shareholder or employee of a professional corporation and renders such
professional service or engages in the practice of such profession through the
professional corporation.
Section 21-2212
Death or disqualification of shareholder; purchase or redemption of shares.
The articles of incorporation or the bylaws
of the professional corporation shall provide for the purchase or redemption of
the shares of any shareholder upon his death or disqualification to render the
professional services of the professional corporation within this state.
Section 21-2213
Officer, shareholder, agent, or employee; legally disqualified; effect.
If any officer, shareholder, agent, or
employee of a corporation organized under sections 21-2201 to 21-2222 who has
been rendering professional service to the public becomes legally disqualified
to render such professional service within this state, or accepts employment
that, pursuant to existing law, places restrictions or limitations upon his
continued rendering of such professional services, he shall sever all employment
with, and financial interests in, such corporation forthwith. A corporation's
failure to require compliance with this provision shall constitute a ground for
the forfeiture of its articles of incorporation and its dissolution.
Section 21-2214
Secretary of State; names of corporations; certify to Attorney General;
legally disqualified officer, shareholder, agent, or employee; action for
dissolution.
The Secretary of State shall certify to the
Attorney General, from time to time, the names of all corporations organized
pursuant to the provisions of sections 21-2201 to 21-2222 which have failed to
comply with the provisions of section 21-2213. Whenever the Secretary of State
shall certify the name of the corporation to the Attorney General as having
given cause for dissolution, the Secretary of State shall concurrently mail to
the corporation at its registered office a notice that such certification has been
made. Upon the receipt of such certification, the Attorney General shall file
an action in the name of the state against such corporation for its
dissolution.
Section 21-2215
Involuntary dissolution; procedure.
Every action for the involuntary dissolution
of a corporation failing to comply with the provisions of section 21-2213 shall
be commenced by the Attorney General either in the district court of the county
in which the registered office of the corporation is situated or in the
district court of Lancaster County. Summons shall issue and be served as in
other civil actions. If process is returned not found, the Attorney General
shall cause publication to be made as in other civil cases in some newspaper
published in the county where the last-known registered office of the
corporation is situated, containing a notice of pendency of such action, the
title of the court, the title of the action, and the date on and after which
default may be entered. The Attorney General shall cause a copy of such notice
to be mailed to the corporation at its last-known registered office or mailing
address within ten days after the first publication thereof. The certificate of
the Attorney General of the mailing of such notice shall be prima facie
evidence thereof. Such notice shall be published at least once each week for
two successive weeks, and the first publication thereof may begin at any time
after the summons has been returned. Unless a corporation shall have been
served with summons, no default shall be taken against it earlier than thirty
days after the first publication of such notice.
Section 21-2216
Regulating board; certificate of registration; contents; filing; fee;
display; electronic access; Secretary of State; duty; corporate suspension or
dissolution; when.
(1) No corporation shall open, operate, or
maintain an establishment or do business for any purposes set forth in the
Nebraska Professional Corporation Act without (a) filing with the Secretary of
State a certificate of registration from the regulating board of the particular
profession for which the professional corporation is organized to do business,
which certificate shall set forth the name and residence addresses of all
shareholders as of the last day of the month preceding such filing, and (b)
certifying that all shareholders, directors, and officers, except the secretary
and the assistant secretary, are duly licensed to render the same professional
services as those for which the corporation was organized. Application for a
certificate of registration shall be made by the professional corporation to
the regulating board in writing and shall contain the names of all officers,
directors, shareholders, and professional employees of the professional
corporation, the street address at which the applicant proposes to perform
professional services, and such other information as may be required by the
regulating board.
If it appears to the regulating board that
each shareholder, officer, director, and professional employee of the
applicant, except the secretary and the assistant secretary, is licensed to
practice the profession of the applicant and that each shareholder, officer,
director, or professional employee is not otherwise disqualified from
performing the professional services of the applicant, such regulating board
shall certify, in duplicate upon a form bearing its date of issuance and
prescribed by such regulating board, that such proposed or existing
professional corporation complies with the provisions of the act and of the
applicable rules and regulations of such regulating board. Each applicant for
such registration certificate shall pay such regulating board a fee of
twenty-five dollars for the issuance of such duplicate certificate.
One copy of such certificate shall be
prominently exposed to public view upon the premises of the principal place of
business of each professional corporation organized under the act, and one copy
shall be filed by the professional corporation with the Secretary of State who
shall charge a fee of twenty-five dollars for filing the same. The certificate
from the regulating board shall be filed in the office of the Secretary of
State together with the articles of incorporation. A registration certificate
bearing an issuance date more than twelve months old shall not be eligible for
filing with the Secretary of State.
(2) When licensing records of regulating
boards are electronically accessible, the Secretary of State shall access the
records. The access shall be made in lieu of the certificate of registration or
registration certificate being prepared and issued by the regulating board. The
professional corporation shall file with the Secretary of State an application
setting forth the name and residence addresses of all officers, directors,
shareholders, and professional employees as of the last day of the month
preceding the date of the application and shall file with the Secretary of
State a biennial update thereafter. Each application shall be accompanied by a
licensure verification fee of fifty dollars. The Secretary of State shall
verify that all of the directors, officers, shareholders, and professional
employees listed on the application, except for the secretary and assistant
secretary, are duly licensed or otherwise legally authorized to render the same
professional service or an ancillary service as those for which the
professional corporation was organized. Verification shall be done by
electronically accessing the regulating board's licensing records. If any
director, officer, shareholder, or professional employee is not licensed or
otherwise legally authorized to perform the professional service that the
professional corporation was organized to render, the corporation will be
suspended. The biennial report and tax cannot be filed and paid in the office
of the Secretary of State until the corporation attests in writing that the
director, officer, shareholder, or professional employee is licensed or
otherwise legally authorized to practice, which shall be verified by the
Secretary of State, or is no longer a director, officer, shareholder, or
professional employee of the corporation. When the biennial report and the tax
become delinquent, the corporation shall be dissolved for nonpayment of taxes
in compliance with section 21-323.
Section 21-2217
Registration certificate; term; filing; failure to file; effect; not
transferable.
Each registration certificate issued to each
applicant shall expire by its own terms one year from the date of issuance and
may not be renewed. Each professional corporation must annually apply to its
regulating board for a registration certificate in the manner provided in
section 21-2216. A certificate from the regulating board as provided in section
21-2216 must annually be filed with the Secretary of State within thirty days
of the expiration date of the last certificate on file in the office of the
Secretary of State or such corporation shall be suspended. If the corporation
is suspended, the biennial report and tax cannot be filed and paid in the
office of the Secretary of State until the certificate from the regulating
board is filed in the office of the Secretary of State. If the report is not
filed, the tax paid, and the certificate filed by April 16 of the current year,
when the report and tax become delinquent, the corporation shall be dissolved
for nonpayment of taxes in compliance with section 21-323. Registration
certificates shall not be transferable or assignable.
Section 21-2218
Regulating board; certificate of registration; revoke or suspend; procedure.
The regulating board may, upon a form
prescribed by it, suspend or revoke any certificate of registration of any
professional corporation, upon the revocation or suspension of the license to
render professional service of any officer, director, shareholder, or
professional employee of a holder of a certificate of registration. Notice of
such revocation shall be provided the professional corporation affected by
sending by certified or registered United States mail a certified copy of such
revocation to the professional corporation at its principal place of business
set forth in the registration certificate so revoked. At the same time, the
regulating board shall forward by regular United States mail a certified copy
of such revocation to the Secretary of State who shall thereupon remove the
revoked registration certificate from his file and deliver the same to such
regulating board.
Section 21-2219
Merger or consolidation.
A professional corporation organized under
the provisions of the Nebraska Professional Corporation Act may consolidate or
merge with another domestic professional corporation organized under the act to
render the same professional service or a foreign professional corporation
admitted or which would qualify to be admitted under the act to render the same
professional service in this state.
Section 21-2220
Sections; attorneys at law; applicability.
The provisions of sections 21-2201 to 21-2222
shall be applicable to attorneys at law only to the extent and under such terms
and conditions as the Supreme Court of the State of Nebraska 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 the court.
Section 21-2221
Sections; when not applicable.
Sections 21-2201 to 21-2222 shall not apply
to any individual or group of individuals within this state who prior to
December 25, 1969, were permitted to organize a corporation and perform
personal services to the public by the means of a corporation, and sections
21-2201 to 21-2222 shall not apply to any corporations organized by such
individual or group of individuals prior to December 25, 1969; PROVIDED, any
such individual or group of individuals or any such corporation may bring
themselves and such corporation within the provisions of sections 21-2201 to
21-2222 by amending the articles of incorporation in such a manner as to be
consistent with all the provisions of sections 21-2201 to 21-2222 and by
affirmatively stating in the amended articles of incorporation that the
shareholders have elected to bring the corporation within the provisions of sections
21-2201 to 21-2222.
Section 21-2222
Rights of natural persons.
Nothing contained in the Nebraska
Professional Corporation Act is intended to alter the right of natural persons
licensed to provide professional service to organize as a partnership, a
limited liability company, an unincorporated association, a business trust, or
any other lawful form of business organization.
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