Business Registration Manual

• Each licensing Board has specific requirements for business entity licensure apart from Chapter 55B.

• Professional Corporation Act

• Professional Corporation Forms

The two professional entities registered through Chapter 55B are the Professional Corporation or Professional Association and the Professional LLC.

Professional Corporations

• Creation and Organizational Documents: Created by filing Articles of Incorporation in compliance with the North Carolina Business Corporation Act. North Carolina Professional Corporations must comply with G.S. 55B-4 by, among other things, having officers, directors, and shareholders who comply with the applicable professional licensing board requirements. A letter from the licensing board must accompany the Articles of Incorporation submitted to the Secretary of State’s Office.
• Management:A Corporation is owned by its shareholders and managed by a board of directors (including the required professional “licensees”) elected and acting under authority of the Articles of Incorporation and Bylaws of the corporation.
• Limited Liability Characteristics:Professional licensees are personally liable for malpractice in providing professional services. A shareholder, director, or officer of a professional corporation is not individually liable for the malpractice of another shareholder, director, or officer unless the services are provided under his or her supervision or direction or direct involvement.
• Tax Characteristics:The corporation is taxed on its income. Shareholders are taxed on dividends and other distributions received from the corporation (double taxation).
• Termination:Corporations are unaffected by the death or withdrawal of a shareholder (so long as licensing requirements continue to be met). G.S. 55B-7 Corporations are dissolved by compliance with the Business Corporation Act, either voluntarily, administratively, or judicially.