Page:United States Statutes at Large Volume 85.djvu/610

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PUBLIC LAW 92-180-DEC. 10, 1971

[85 STAT.

MERGER OR CONSOLIDATION

SEC. 13. A professional corporation may merge or consolidate only with another domestic professional corporation, and only if both corporations are organized to render the same professional services or professional services which, although not the same, could otherwise be rendered by a single professional corporation. FOREIGN P R OF E S S I O N A L Certificate of authority.

Licensed registered a g e n t.

Annual report.

SEC. 14. Notwithstanding any other provision of this Act, a foreign professional corporation licensed in a jurisdiction other than the District of Columbia to perform a professional service of the type defined in section 2(b) of this Act, may apply for and obtain a certificate of authority to render such professional service in the District of Columbia under the following terms and conditions: (a) The articles of incorporation shall meet the requirements of section 6 of this Act, and shall state the address of its registered office in the District of Columbia and the name of its registered agent in the District of Columbia. (b) I'he name of the foreign professional corporation shall meet the requirements of section 9 of this Act and shall conform to any ethical standards applicable to the rendering of professional service in the District of Columbia. (c) The powers of any foreign professional corporation admitted under this section shall not exceed the powers permitted to domestic professional corporations under section 5 of this Act. (d) Any foreign professional corporation seeking admission to the District under the provisions of this section shall have at least one director or officer as resident agent for its registered office in the District. Additionally, such resident agent and any other shareholder, director, officer, employee, or agent who renders professional services within the District on behalf of the foreign professional corporation shall be licensed to render professional service in the District of Columbia. (e) An annual report shall be filed in accordance with the requirements of section 19 of this Act. (f) No certificate of authority shall be granted to a professional corporation incorporated in a jurisdiction which does not permit reciprocal admission of professional corporations incorporated under the laws of the District of Columbia. DISQUALIFIED

"Disqualified shareholder."

CORPORATIONS

PROFESSIONAL

SEC. 15. If any individual rendering professional services on behalf of a professional corporation assumes a public office which prohibits his rendering of the professional services, or for any other reason is disqualified by law to render the professional services, he immediately shall sever all employment relationship in which he shares in the corporation's profits attributable to professional services rendered after such assumption of office or other disqualification. For the purposes of section 16 of this Act, he shall be referred to as a "disqualified shareholder". STOCK o r D I S Q U A L I F I E D, DECEASED, LEGALLY I N C O M P E T E N T SHAREHOLDER

SEC. 16. (a) Subject to the limitations of this section, a disqualified shareholder and personal representatives, legatees, or heirs of a

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