Texas Professional Corporation Formation Lawyer
The Texas Business Organization Code applies to corporations organized for the sole purpose of rendering any type of professional service that requires the obtaining of a license, permit, certificate of registration, or other legal authorization. The TBOC permits organization of a professional corporation by one or more individuals, each of whom is licensed or otherwise legally authorized to render the professional service for which the corporation is formed.
All shareholders, officers and directors must be licensed or otherwise legally qualified to render the professional service of the corporation, and the corporation may render professional service only through its officers, employees and agents who are duly licensed to render such services in Texas.
“Professional corporation” means a corporation that is:
(A) formed for the purpose of providing a professional service, other than the practice of medicine by physicians, surgeons, or other doctors of medicine, that by law a corporation governed by Title 2 is prohibited from rendering; and
(B) governed as a professional entity under this title.
“Professional entity” means a professional association, professional corporation, or professional limited liability company.
“Professional individual,” with respect to a professional entity, means an individual who is licensed to provide in this state or another jurisdiction the same professional service as is rendered by that professional entity.
“Professional service” means any type of service that requires, as a condition precedent to the rendering of the service, the obtaining of a license in this state, including the personal service rendered by an architect, attorney, certified public accountant, dentist, physician, public accountant, or veterinarian.
Sec. 301.006. LICENSE REQUIRED TO PROVIDE PROFESSIONAL SERVICE. (a) A professional association or foreign professional association may provide a professional service in this state only through owners, managerial officials, employees, or agents, each of whom:
(1) is a professional individual; and
(2) is licensed in this state to provide the same professional service provided by the entity.
(b) A professional entity or foreign professional entity, other than a professional association or foreign professional association, may provide a professional service in this state only through owners, managerial officials, employees, or agents, each of whom is an authorized person.
Sec. 301.011. EXEMPTION FROM SECURITIES LAWS. (a) A sale, issuance, or offer for sale of an ownership interest in a professional entity to a person authorized under this title to own an ownership interest in the professional entity is exempt from any state law, other than this code, that regulates the sale, issuance, or offer for sale of securities.
(b) A transaction described by Subsection (a) does not require the approval of or other action by a state official or regulatory agency authorized to regulate the sale, issuance, or offer for sale of securities.
Sec. 301.004. AUTHORIZED PERSON. For purposes of this title, a person is an authorized person with respect to:
(1) a professional association if the person is a professional individual; and
(2) a professional corporation or a professional limited liability company if the person is a professional individual or professional organization.
We provide the following formation and compliance services to Texas professional corporations:
- Formation of Texas professional corporations for architects, attorneys, certified public accountants, dentists, physicians, public accountants, or veterinarians.
- Compliance advice concerning the applicable rules of the TBOC.
- Advice concerning corporate governance
- Drafting of shareholder buy sell agreements for professional corporations
- Purchase, sale, and merger of professional corporations
- Protection of trademarks, copyrights, and other intellectual property.
- Real estate transactions concerning professional practices
- Zoning and land use concerning professional practices.
Please call a Dallas Fort-Worth, Texas attorney for your professional practice and to assist in compliance with the TBOC and other applicable rules and regulations.