{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-543.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-543.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-543.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-543.html"}],"law_id":66461,"edition_id":1,"section_id":66461,"structure_id":13432,"section_number":"13.1-543","catch_line":"Definitions","history":"1970, c. 77; 1972, c. 180; 1980, cc. 701, 757; 1981, c. 217; 1985, c. 576; 1989, c. 665; 1990, cc. 481, 595; 1992, cc. 13, 16; 1994, c. 349; 1999, c. 83; 2000, cc. 194, 688, 763; 2003, c. 678; 2006, cc. 672, 715; 2008, c. 265; 2009, c. 309; 2017, c. 314; 2020, c. 726; 2023, c. 183.","full_text":"A\n\nAs used in this chapter:\n\t\t\t“Eligible employee stock ownership plan” means an employee stock ownership plan as such term is defined in \u00a7 4975(e)(7) of the Internal Revenue Code of 1986, as amended, sponsored by a professional corporation and with respect to which:1\n\nAll of the trustees of the employee stock ownership plan are individuals who are duly licensed or otherwise legally authorized to render the professional services for which the professional corporation is organized under this chapter; however, if a conflict of interest exists for one or more trustees with respect to a specific issue or transaction, such trustees may appoint a special independent trustee or special fiduciary, who is not duly licensed or otherwise legally authorized to render the professional services for which the professional corporation is organized under this chapter, which special independent trustee shall be authorized to make decisions only with respect to the specific issue or transaction that is the subject of the conflict;2\n\nThe employee stock ownership plan provides that no shares, fractional shares, or rights or options to purchase shares of the professional corporation shall at any time be issued, sold, or otherwise transferred directly to anyone other than an individual duly licensed or otherwise legally authorized to render the professional services for which the professional corporation is organized under this chapter, unless such shares are transferred as a plan distribution to a plan beneficiary and subject to immediate repurchase by the professional corporation, the employee stock ownership plan or another person authorized to hold such shares; however:\n\t\t\t\ta. With respect to a professional corporation rendering the professional services of public accounting or certified public accounting:1\n\nThe employee stock ownership plan may permit individuals who are not duly licensed or otherwise legally authorized to render these services to participate in such plan, provided such individuals are employees of the corporation and hold less than a majority of the beneficial interests in such plan; and2\n\nAt least 51 percent of the total of allocated and unallocated equity interests in the corporation sponsoring such employee stock ownership plan are held (i) by the trustees of such employee stock ownership plan for the benefit of persons holding a valid CPA certificate as defined in § 54.1-4400, with unallocated shares allocated for these purposes pursuant to § 409(p) of the Internal Revenue Code of 1986, as amended, or (ii) by individual employees holding a valid CPA certificate separate from any interests held by such employee stock ownership plan; and\n\t\t\t\t\tb. With respect to a professional corporation rendering the professional services of architects, professional engineers, land surveyors, landscape architects, or certified interior designers, the employee stock ownership plan may permit individuals who are not duly licensed to render the services of architects, professional engineers, land surveyors, or landscape architects, or individuals legally authorized to use the title of certified interior designers to participate in such plan, provided such individuals are employees of the corporation and together hold not more than one-third of the beneficial interests in such plan, and that the total of the shares (i) held by individuals who are employees but not duly licensed to render such services or legally authorized to use a title and (ii) held by the trustees of such employee stock ownership plan for the benefit of individuals who are employees but not duly licensed to render such services or legally authorized to use a title, shall not exceed one-third of the shares of the corporation; and3\n\nThe professional corporation, the trustees of the employee stock ownership plan, and the other shareholders of the professional corporation comply with the foregoing provisions of the plan.\n\t\t\t\t“Professional business entity” means any entity as defined in § 13.1-603 that is duly licensed or otherwise legally authorized under the laws of the Commonwealth or the laws of the jurisdiction under whose laws the entity is formed to render the same professional service as that for which a professional corporation or professional limited liability company may be organized, including, but not limited to, (i) a professional limited liability company as defined in § 13.1-1102, (ii) a professional corporation as defined in this subsection, or (iii) a partnership that is registered as a registered limited liability partnership registered under § 50-73.132, all of the partners of which are duly licensed or otherwise legally authorized to render the same professional services as those for which the partnership was organized.\n\t\t\t\t“Professional corporation” means a corporation whose articles of incorporation set forth a sole and specific purpose permitted by this chapter and that is either (i) organized under this chapter for the sole and specific purpose of rendering professional service other than that of architects, professional engineers, land surveyors, or landscape architects, or using a title other than that of certified interior designers and, except as expressly otherwise permitted by this chapter, that has as its shareholders or members only individuals or professional business entities that are duly licensed or otherwise legally authorized to render the same professional service as the corporation, including the trustees of an eligible employee stock ownership plan or (ii) organized under this chapter for the sole and specific purpose of rendering the professional services of architects, professional engineers, land surveyors, or landscape architects, or using the title of certified interior designers, or any combination thereof, and at least two-thirds of whose shares are held by persons duly licensed within the Commonwealth to perform the services of an architect, professional engineer, land surveyor, or landscape architect, including the trustees of an eligible employee stock ownership plan, or by persons legally authorized within the Commonwealth to use the title of certified interior designer; or (iii) organized under this chapter or under Chapter 10 (§ 13.1-801 et seq.) for the sole and specific purpose of rendering the professional services of one or more practitioners of the healing arts, licensed under the provisions of Chapter 29 (§ 54.1-2900 et seq.) of Title 54.1, or one or more advanced practice registered nurses, licensed under Chapter 29 (§ 54.1-2900 et seq.) of Title 54.1, or one or more optometrists licensed under the provisions of Chapter 32 (§ 54.1-3200 et seq.) of Title 54.1, or one or more physical therapists and physical therapist assistants licensed under the provisions of Chapter 34.1 (§ 54.1-3473 et seq.) of Title 54.1, or one or more practitioners of the behavioral science professions, licensed under the provisions of Chapter 35 (§ 54.1-3500 et seq.), 36 (§ 54.1-3600 et seq.) or 37 (§ 54.1-3700 et seq.) of Title 54.1, or one or more practitioners of audiology or speech pathology, licensed under the provisions of Chapter 26 (§ 54.1-2600 et seq.) of Title 54.1, or one or more clinical nurse specialists who render mental health services licensed under Chapter 30 (§ 54.1-3000 et seq.) of Title 54.1 and registered with the Board of Nursing, or any combination of practitioners of the healing arts, optometry, physical therapy, the behavioral science professions, and audiology or speech pathology, and all of whose shares are held by or all of whose members are individuals or professional business entities duly licensed or otherwise legally authorized to perform the services of a practitioner of the healing arts, advanced practice registered nursing, optometry, physical therapy, the behavioral science professions, or audiology or speech pathology, including the trustees of an eligible employee stock ownership plan; however, nothing herein shall be construed so as to allow any member of the healing arts, optometry, physical therapy, the behavioral science professions, audiology or speech pathology, or advanced practice registered nursing to conduct his practice in a manner contrary to the standards of ethics of his branch of the healing arts, optometry, physical therapy, the behavioral science professions, audiology or speech pathology, or nursing, as the case may be.\n\t\t\t\t“Professional service” means any type of personal service to the public that requires as a condition precedent to the rendering of such service or use of such title the obtaining of a license, certification, or other legal authorization and shall be limited to the personal services rendered by pharmacists, optometrists, physical therapists and physical therapist assistants, practitioners of the healing arts, advanced practice registered nurses, practitioners of the behavioral science professions, veterinarians, surgeons, dentists, architects, professional engineers, land surveyors, landscape architects, certified interior designers, public accountants, certified public accountants, attorneys-at-law, insurance consultants, and audiologists or speech pathologists. For the purposes of this chapter, the following shall be deemed to be rendering the same professional service:1\n\nArchitects, professional engineers, and land surveyors; and2\n\nPractitioners of the healing arts, licensed under the provisions of Chapter 29 (§ 54.1-2900 et seq.) of Title 54.1; advanced practice registered nurses, licensed under the provisions of Chapter 29 (§ 54.1-2900 et seq.) of Title 54.1; optometrists, licensed under the provisions of Chapter 32 (§ 54.1-3200 et seq.) of Title 54.1; physical therapists and physical therapist assistants, licensed under the provisions of Chapter 34.1 (§ 54.1-3473 et seq.) of Title 54.1; and practitioners of the behavioral science professions, licensed under the provisions of Chapters 35 (§ 54.1-3500 et seq.), 36 (§ 54.1-3600 et seq.), and 37 (§ 54.1-3700 et seq.) of Title 54.1.B\n\nPersons who practice the healing art of performing professional clinical laboratory services within a hospital pathology laboratory shall be legally authorized to do so for purposes of this chapter if such persons (i) hold a doctorate degree in the biological sciences or a board certification in the clinical laboratory sciences and (ii) are tenured faculty members of an accredited medical school that is an “institution” as that term is defined in § 23.1-1100.","order_by":null,"text":{"0":{"id":241209,"text":"As used in this chapter:\n\t\t\t“Eligible employee stock ownership plan” means an employee stock ownership plan as such term is defined in \u00a7 4975(e)(7) of the Internal Revenue Code of 1986, as amended, sponsored by a professional corporation and with respect to which:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":241210,"text":"All of the trustees of the employee stock ownership plan are individuals who are duly licensed or otherwise legally authorized to render the professional services for which the professional corporation is organized under this chapter; however, if a conflict of interest exists for one or more trustees with respect to a specific issue or transaction, such trustees may appoint a special independent trustee or special fiduciary, who is not duly licensed or otherwise legally authorized to render the professional services for which the professional corporation is organized under this chapter, which special independent trustee shall be authorized to make decisions only with respect to the specific issue or transaction that is the subject of the conflict;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":241211,"text":"The employee stock ownership plan provides that no shares, fractional shares, or rights or options to purchase shares of the professional corporation shall at any time be issued, sold, or otherwise transferred directly to anyone other than an individual duly licensed or otherwise legally authorized to render the professional services for which the professional corporation is organized under this chapter, unless such shares are transferred as a plan distribution to a plan beneficiary and subject to immediate repurchase by the professional corporation, the employee stock ownership plan or another person authorized to hold such shares; however:\n\t\t\t\ta. With respect to a professional corporation rendering the professional services of public accounting or certified public accounting:","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A21"},"3":{"id":241212,"text":"The employee stock ownership plan may permit individuals who are not duly licensed or otherwise legally authorized to render these services to participate in such plan, provided such individuals are employees of the corporation and hold less than a majority of the beneficial interests in such plan; and","type":"section","prefixes":["A","2","1"],"prefix":"1","entire_prefix":"A21","prefix_anchor":"A21","level":3,"prior_prefix":"A2","next_prefix":"A22"},"4":{"id":241213,"text":"At least 51 percent of the total of allocated and unallocated equity interests in the corporation sponsoring such employee stock ownership plan are held (i) by the trustees of such employee stock ownership plan for the benefit of persons holding a valid CPA certificate as defined in § 54.1-4400, with unallocated shares allocated for these purposes pursuant to § 409(p) of the Internal Revenue Code of 1986, as amended, or (ii) by individual employees holding a valid CPA certificate separate from any interests held by such employee stock ownership plan; and\n\t\t\t\t\tb. With respect to a professional corporation rendering the professional services of architects, professional engineers, land surveyors, landscape architects, or certified interior designers, the employee stock ownership plan may permit individuals who are not duly licensed to render the services of architects, professional engineers, land surveyors, or landscape architects, or individuals legally authorized to use the title of certified interior designers to participate in such plan, provided such individuals are employees of the corporation and together hold not more than one-third of the beneficial interests in such plan, and that the total of the shares (i) held by individuals who are employees but not duly licensed to render such services or legally authorized to use a title and (ii) held by the trustees of such employee stock ownership plan for the benefit of individuals who are employees but not duly licensed to render such services or legally authorized to use a title, shall not exceed one-third of the shares of the corporation; and","type":"section","prefixes":["A","2","2"],"prefix":"2","entire_prefix":"A22","prefix_anchor":"A22","level":3,"prior_prefix":"A21","next_prefix":"A3"},"5":{"id":241214,"text":"The professional corporation, the trustees of the employee stock ownership plan, and the other shareholders of the professional corporation comply with the foregoing provisions of the plan.\n\t\t\t\t“Professional business entity” means any entity as defined in § 13.1-603 that is duly licensed or otherwise legally authorized under the laws of the Commonwealth or the laws of the jurisdiction under whose laws the entity is formed to render the same professional service as that for which a professional corporation or professional limited liability company may be organized, including, but not limited to, (i) a professional limited liability company as defined in § 13.1-1102, (ii) a professional corporation as defined in this subsection, or (iii) a partnership that is registered as a registered limited liability partnership registered under § 50-73.132, all of the partners of which are duly licensed or otherwise legally authorized to render the same professional services as those for which the partnership was organized.\n\t\t\t\t“Professional corporation” means a corporation whose articles of incorporation set forth a sole and specific purpose permitted by this chapter and that is either (i) organized under this chapter for the sole and specific purpose of rendering professional service other than that of architects, professional engineers, land surveyors, or landscape architects, or using a title other than that of certified interior designers and, except as expressly otherwise permitted by this chapter, that has as its shareholders or members only individuals or professional business entities that are duly licensed or otherwise legally authorized to render the same professional service as the corporation, including the trustees of an eligible employee stock ownership plan or (ii) organized under this chapter for the sole and specific purpose of rendering the professional services of architects, professional engineers, land surveyors, or landscape architects, or using the title of certified interior designers, or any combination thereof, and at least two-thirds of whose shares are held by persons duly licensed within the Commonwealth to perform the services of an architect, professional engineer, land surveyor, or landscape architect, including the trustees of an eligible employee stock ownership plan, or by persons legally authorized within the Commonwealth to use the title of certified interior designer; or (iii) organized under this chapter or under Chapter 10 (§ 13.1-801 et seq.) for the sole and specific purpose of rendering the professional services of one or more practitioners of the healing arts, licensed under the provisions of Chapter 29 (§ 54.1-2900 et seq.) of Title 54.1, or one or more advanced practice registered nurses, licensed under Chapter 29 (§ 54.1-2900 et seq.) of Title 54.1, or one or more optometrists licensed under the provisions of Chapter 32 (§ 54.1-3200 et seq.) of Title 54.1, or one or more physical therapists and physical therapist assistants licensed under the provisions of Chapter 34.1 (§ 54.1-3473 et seq.) of Title 54.1, or one or more practitioners of the behavioral science professions, licensed under the provisions of Chapter 35 (§ 54.1-3500 et seq.), 36 (§ 54.1-3600 et seq.) or 37 (§ 54.1-3700 et seq.) of Title 54.1, or one or more practitioners of audiology or speech pathology, licensed under the provisions of Chapter 26 (§ 54.1-2600 et seq.) of Title 54.1, or one or more clinical nurse specialists who render mental health services licensed under Chapter 30 (§ 54.1-3000 et seq.) of Title 54.1 and registered with the Board of Nursing, or any combination of practitioners of the healing arts, optometry, physical therapy, the behavioral science professions, and audiology or speech pathology, and all of whose shares are held by or all of whose members are individuals or professional business entities duly licensed or otherwise legally authorized to perform the services of a practitioner of the healing arts, advanced practice registered nursing, optometry, physical therapy, the behavioral science professions, or audiology or speech pathology, including the trustees of an eligible employee stock ownership plan; however, nothing herein shall be construed so as to allow any member of the healing arts, optometry, physical therapy, the behavioral science professions, audiology or speech pathology, or advanced practice registered nursing to conduct his practice in a manner contrary to the standards of ethics of his branch of the healing arts, optometry, physical therapy, the behavioral science professions, audiology or speech pathology, or nursing, as the case may be.\n\t\t\t\t“Professional service” means any type of personal service to the public that requires as a condition precedent to the rendering of such service or use of such title the obtaining of a license, certification, or other legal authorization and shall be limited to the personal services rendered by pharmacists, optometrists, physical therapists and physical therapist assistants, practitioners of the healing arts, advanced practice registered nurses, practitioners of the behavioral science professions, veterinarians, surgeons, dentists, architects, professional engineers, land surveyors, landscape architects, certified interior designers, public accountants, certified public accountants, attorneys-at-law, insurance consultants, and audiologists or speech pathologists. For the purposes of this chapter, the following shall be deemed to be rendering the same professional service:","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A22","next_prefix":"A1"},"6":{"id":241215,"text":"Architects, professional engineers, and land surveyors; and","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A3","next_prefix":"A2"},"7":{"id":241216,"text":"Practitioners of the healing arts, licensed under the provisions of Chapter 29 (§ 54.1-2900 et seq.) of Title 54.1; advanced practice registered nurses, licensed under the provisions of Chapter 29 (§ 54.1-2900 et seq.) of Title 54.1; optometrists, licensed under the provisions of Chapter 32 (§ 54.1-3200 et seq.) of Title 54.1; physical therapists and physical therapist assistants, licensed under the provisions of Chapter 34.1 (§ 54.1-3473 et seq.) of Title 54.1; and practitioners of the behavioral science professions, licensed under the provisions of Chapters 35 (§ 54.1-3500 et seq.), 36 (§ 54.1-3600 et seq.), and 37 (§ 54.1-3700 et seq.) of Title 54.1.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"8":{"id":241217,"text":"Persons who practice the healing art of performing professional clinical laboratory services within a hospital pathology laboratory shall be legally authorized to do so for purposes of this chapter if such persons (i) hold a doctorate degree in the biological sciences or a board certification in the clinical laboratory sciences and (ii) are tenured faculty members of an accredited medical school that is an “institution” as that term is defined in § 23.1-1100.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2"}},"ancestry":[{"id":13432,"edition_id":1,"name":"Professional Corporations","identifier":"7","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:53","date_modified":"2026-06-26 03:44:53","permalink":{"id":149983,"object_type":"structure","relational_id":13432,"identifier":"7","token":"13.1\/7","url":"\/13.1\/7\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":54397,"structure_id":13432,"section_number":"13.1-542","catch_line":"Repealed","url":"\/13.1-542\/","token":"13.1\/7\/13.1-542","metadata":false},{"id":69417,"structure_id":13432,"section_number":"13.1-542.1","catch_line":"Practice of certain professions by corporations","url":"\/13.1-542.1\/","token":"13.1\/7\/13.1-542.1","metadata":false},{"id":66461,"structure_id":13432,"section_number":"13.1-543","catch_line":"Definitions","url":"\/13.1-543\/","token":"13.1\/7\/13.1-543","metadata":false},{"id":56019,"structure_id":13432,"section_number":"13.1-544","catch_line":"Who may organize and become shareholder","url":"\/13.1-544\/","token":"13.1\/7\/13.1-544","metadata":false},{"id":58412,"structure_id":13432,"section_number":"13.1-544.1","catch_line":"Use of initials \"P.C.\" or \"PC\" in corporate name","url":"\/13.1-544.1\/","token":"13.1\/7\/13.1-544.1","metadata":false},{"id":85485,"structure_id":13432,"section_number":"13.1-544.2","catch_line":"Certificate of authority for foreign professional corporations","url":"\/13.1-544.2\/","token":"13.1\/7\/13.1-544.2","metadata":false},{"id":74138,"structure_id":13432,"section_number":"13.1-545","catch_line":"Repealed","url":"\/13.1-545\/","token":"13.1\/7\/13.1-545","metadata":false},{"id":63865,"structure_id":13432,"section_number":"13.1-545.1","catch_line":"Merger with foreign professional corporation or foreign professional limited liability company","url":"\/13.1-545.1\/","token":"13.1\/7\/13.1-545.1","metadata":false},{"id":78218,"structure_id":13432,"section_number":"13.1-546","catch_line":"How corporation may render professional services; nonprofessional employees and officers; organizers and shareholders need not be employees, etc","url":"\/13.1-546\/","token":"13.1\/7\/13.1-546","metadata":false},{"id":59843,"structure_id":13432,"section_number":"13.1-546.1","catch_line":"Professional law corporations may qualify as executor, administrator or in other fiduciary capacity","url":"\/13.1-546.1\/","token":"13.1\/7\/13.1-546.1","metadata":false},{"id":86428,"structure_id":13432,"section_number":"13.1-547","catch_line":"Professional relationships not affected; liability for debts, etc., of corporation, its directors, officers and employees","url":"\/13.1-547\/","token":"13.1\/7\/13.1-547","metadata":false},{"id":81571,"structure_id":13432,"section_number":"13.1-548","catch_line":"Corporation not to engage in other business; investment of funds","url":"\/13.1-548\/","token":"13.1\/7\/13.1-548","metadata":false},{"id":69102,"structure_id":13432,"section_number":"13.1-549","catch_line":"Qualifications of shareholders; special provisions for corporations rendering services of architects, professional engineers, landscape architects and land surveyors, and using the title of certified interior designers","url":"\/13.1-549\/","token":"13.1\/7\/13.1-549","metadata":false},{"id":55582,"structure_id":13432,"section_number":"13.1-549.1","catch_line":"Special provision for corporation engaged in practice of accounting","url":"\/13.1-549.1\/","token":"13.1\/7\/13.1-549.1","metadata":false},{"id":78726,"structure_id":13432,"section_number":"13.1-549.2","catch_line":"Registration certificate required for corporation engaged in practice of law","url":"\/13.1-549.2\/","token":"13.1\/7\/13.1-549.2","metadata":false},{"id":54955,"structure_id":13432,"section_number":"13.1-549.3","catch_line":"Repealed","url":"\/13.1-549.3\/","token":"13.1\/7\/13.1-549.3","metadata":false},{"id":59747,"structure_id":13432,"section_number":"13.1-550","catch_line":"Transfer of shares","url":"\/13.1-550\/","token":"13.1\/7\/13.1-550","metadata":false},{"id":68182,"structure_id":13432,"section_number":"13.1-551","catch_line":"Disqualification of shareholder","url":"\/13.1-551\/","token":"13.1\/7\/13.1-551","metadata":false},{"id":81004,"structure_id":13432,"section_number":"13.1-552","catch_line":"Conversion into nonprofessional corporation; disposition of shares of deceased or disqualified shareholders","url":"\/13.1-552\/","token":"13.1\/7\/13.1-552","metadata":false},{"id":72408,"structure_id":13432,"section_number":"13.1-553","catch_line":"Board of directors","url":"\/13.1-553\/","token":"13.1\/7\/13.1-553","metadata":false},{"id":57155,"structure_id":13432,"section_number":"13.1-554","catch_line":"Repealed","url":"\/13.1-554\/","token":"13.1\/7\/13.1-554","metadata":false},{"id":74742,"structure_id":13432,"section_number":"13.1-554.1","catch_line":"Income and property taxes","url":"\/13.1-554.1\/","token":"13.1\/7\/13.1-554.1","metadata":false},{"id":63969,"structure_id":13432,"section_number":"13.1-555","catch_line":"Merger","url":"\/13.1-555\/","token":"13.1\/7\/13.1-555","metadata":false},{"id":81234,"structure_id":13432,"section_number":"13.1-556","catch_line":"Application of Chapter 9 or Chapter 10 of this title","url":"\/13.1-556\/","token":"13.1\/7\/13.1-556","metadata":false}],"previous_section":{"id":69417,"structure_id":13432,"section_number":"13.1-542.1","catch_line":"Practice of certain professions by corporations","url":"\/13.1-542.1\/","token":"13.1\/7\/13.1-542.1","metadata":false},"next_section":{"id":56019,"structure_id":13432,"section_number":"13.1-544","catch_line":"Who may organize and become shareholder","url":"\/13.1-544\/","token":"13.1\/7\/13.1-544","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-543\/","history_text":"

This law was first created in 1970. The record of its establishment is cataloged in chapter 77 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1970 \u201cActs\u201d aren\u2019t available online. It has been modified 17 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1972, chapter 180; in 1980, chapters 701 and 757; in 1981, chapter 217; in 1985, chapter 576; in 1989, chapter 665; in 1990, chapters 481 and 595; in 1992, chapters 13 and 16; in 1994, chapter 349<\/a>; in 1999, chapter 83<\/a>; in 2000, chapters 194<\/a>, 688<\/a>, and 763<\/a>; in 2003, chapter 678<\/a>; in 2006, chapters 672<\/a> and 715<\/a>; in 2008, chapter 265<\/a>; in 2009, chapter 309<\/a>; in 2017, chapter 314<\/a>; in 2020, chapter 726<\/a>; in 2023, chapter 183<\/a>.<\/p>","references":[{"id":57431,"section_number":"13.1-1102","catch_line":"Definitions","order_by":null,"url":"\/13.1-1102\/"},{"id":69417,"section_number":"13.1-542.1","catch_line":"Practice of certain professions by corporations","order_by":null,"url":"\/13.1-542.1\/"},{"id":58412,"section_number":"13.1-544.1","catch_line":"Use of initials \"P.C.\" or \"PC\" in corporate name","order_by":null,"url":"\/13.1-544.1\/"},{"id":85485,"section_number":"13.1-544.2","catch_line":"Certificate of authority for foreign professional corporations","order_by":null,"url":"\/13.1-544.2\/"},{"id":69255,"section_number":"38.2-231","catch_line":"Notice of cancellation, refusal to renew, reduction in coverage or increase in premium of certain liability insurance policies","order_by":null,"url":"\/38.2-231\/"},{"id":70430,"section_number":"54.1-111","catch_line":"Unlawful acts; prosecution; proceedings in equity; civil penalty","order_by":null,"url":"\/54.1-111\/"},{"id":80082,"section_number":"54.1-4412.1","catch_line":"Licensing requirements for firms","order_by":null,"url":"\/54.1-4412.1\/"}],"refers_to":[{"id":57431,"section_number":"13.1-1102","catch_line":"Definitions","order_by":null,"url":"\/13.1-1102\/"},{"id":83518,"section_number":"13.1-603","catch_line":"Definitions","order_by":null,"url":"\/13.1-603\/"},{"id":76305,"section_number":"13.1-801","catch_line":"Short title","order_by":null,"url":"\/13.1-801\/"},{"id":55320,"section_number":"23.1-1100","catch_line":"Definitions","order_by":null,"url":"\/23.1-1100\/"},{"id":56977,"section_number":"50-73.132","catch_line":"Registered limited liability partnerships","order_by":null,"url":"\/50-73.132\/"},{"id":75480,"section_number":"54.1-2600","catch_line":"Definitions","order_by":null,"url":"\/54.1-2600\/"},{"id":63078,"section_number":"54.1-2900","catch_line":"Definitions","order_by":null,"url":"\/54.1-2900\/"},{"id":54819,"section_number":"54.1-3000","catch_line":"Definitions","order_by":null,"url":"\/54.1-3000\/"},{"id":84550,"section_number":"54.1-3200","catch_line":"Definitions","order_by":null,"url":"\/54.1-3200\/"},{"id":74858,"section_number":"54.1-3473","catch_line":"Definitions","order_by":null,"url":"\/54.1-3473\/"},{"id":54880,"section_number":"54.1-3500","catch_line":"Definitions","order_by":null,"url":"\/54.1-3500\/"},{"id":79319,"section_number":"54.1-3600","catch_line":"Definitions","order_by":null,"url":"\/54.1-3600\/"},{"id":68354,"section_number":"54.1-3700","catch_line":"Definitions","order_by":null,"url":"\/54.1-3700\/"},{"id":77707,"section_number":"54.1-4400","catch_line":"Definitions","order_by":null,"url":"\/54.1-4400\/"}],"permalink":{"id":149993,"object_type":"law","relational_id":66461,"identifier":"13.1-543","token":"13.1\/7\/13.1-543","url":"\/13.1-543\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-543\/","token":"13.1\/7\/13.1-543","dublin_core":{"Title":"Definitions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-543","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> As used in this chapter:\n\t\t\t“Eligible employee stock ownership plan<\/span>” means an employee stock ownership plan as such term is defined in \u00a7 4975(e)(7) of the Internal Revenue Code of 1986, as amended, sponsored by a professional corporation<\/span> and with respect to which: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> All of the trustees of the employee stock ownership plan are individuals who are duly licensed or otherwise legally authorized to render the professional services<\/span> for which the professional corporation<\/span> is organized under this chapter; however, if a conflict of interest<\/span> exists for one or more trustees with respect to a specific issue<\/span> or transaction, such trustees may appoint a special independent trustee or special fiduciary, who is not duly licensed or otherwise legally authorized to render the professional services<\/span> for which the professional corporation<\/span> is organized under this chapter, which special independent trustee shall be authorized to make decisions only with respect to the specific issue<\/span> or transaction that is the subject of the conflict; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The employee stock ownership plan provides that no shares, fractional shares, or rights or options to purchase shares of the professional corporation<\/span> shall at any time be issued, sold, or otherwise transferred directly to anyone other than an individual duly licensed or otherwise legally authorized to render the professional services<\/span> for which the professional corporation<\/span> is organized under this chapter, unless such shares are transferred as a plan distribution to a plan beneficiary and subject to immediate repurchase by the professional corporation<\/span>, the employee stock ownership plan or another person authorized to hold such shares; however:\n\t\t\t\ta. With respect to a professional corporation<\/span> rendering the professional services<\/span> of public accounting or certified public accounting: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The employee stock ownership plan may permit individuals who are not duly licensed or otherwise legally authorized to render these services to participate in such plan, provided such individuals are employees of the corporation and hold less than a majority of the beneficial interests in such plan; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> At least 51 percent of the total of allocated and unallocated equity<\/span> interests in the corporation sponsoring such employee stock ownership plan are held (i) by the trustees of such employee stock ownership plan for the benefit of persons holding a valid CPA certificate as defined in § 54.1-4400<\/a>, with unallocated shares allocated for these purposes pursuant to § 409(p) of the Internal Revenue Code of 1986, as amended, or (ii) by individual employees holding a valid CPA certificate separate from any interests held by such employee stock ownership plan; and\n\t\t\t\t\tb. With respect to a professional corporation<\/span> rendering the professional services<\/span> of architects, professional engineers, land surveyors, landscape architects, or certified interior designers, the employee stock ownership plan may permit individuals who are not duly licensed to render the services of architects, professional engineers, land surveyors, or landscape architects, or individuals legally authorized to use the title of certified interior designers to participate in such plan, provided such individuals are employees of the corporation and together hold not more than one-third of the beneficial interests in such plan, and that the total of the shares (i) held by individuals who are employees but not duly licensed to render such services or legally authorized to use a title and (ii) held by the trustees of such employee stock ownership plan for the benefit of individuals who are employees but not duly licensed to render such services or legally authorized to use a title, shall not exceed one-third of the shares of the corporation; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The professional corporation<\/span>, the trustees of the employee stock ownership plan, and the other shareholders of the professional corporation<\/span> comply with the foregoing provisions of the plan.\n\t\t\t\t“Professional business entity<\/span>” means any entity as defined in § 13.1-603<\/a> that is duly licensed or otherwise legally authorized under the laws<\/span> of the Commonwealth or the laws<\/span> of the jurisdiction<\/span> under whose laws<\/span> the entity is formed to render the same professional service<\/span> as that for which a professional corporation<\/span> or professional limited liability company may be organized, including, but not limited to, (i) a professional limited liability company as defined in § 13.1-1102<\/a>, (ii) a professional corporation<\/span> as defined in this subsection, or (iii) a partnership that is registered as a registered limited liability partnership registered under § 50-73.132<\/a>, all of the partners of which are duly licensed or otherwise legally authorized to render the same professional services<\/span> as those for which the partnership was organized.\n\t\t\t\t“Professional corporation<\/span>” means a corporation whose articles of incorporation set forth a sole and specific purpose permitted by this chapter and that is either (i) organized under this chapter for the sole and specific purpose of rendering professional service<\/span> other than that of architects, professional engineers, land surveyors, or landscape architects, or using a title other than that of certified interior designers and, except as expressly otherwise permitted by this chapter, that has as its shareholders or members only individuals or professional business entities that are duly licensed or otherwise legally authorized to render the same professional service<\/span> as the corporation, including the trustees of an eligible employee stock ownership plan<\/span> or (ii) organized under this chapter for the sole and specific purpose of rendering the professional services<\/span> of architects, professional engineers, land surveyors, or landscape architects, or using the title of certified interior designers, or any combination thereof, and at least two-thirds of whose shares are held by persons duly licensed within the Commonwealth to perform the services of an architect, professional engineer, land surveyor, or landscape architect, including the trustees of an eligible employee stock ownership plan<\/span>, or by persons legally authorized within the Commonwealth to use the title of certified interior designer; or (iii) organized under this chapter or under Chapter 10 (§ 13.1-801<\/a> et seq.) for the sole and specific purpose of rendering the professional services<\/span> of one or more practitioners of the healing arts, licensed under the provisions of Chapter 29 (§ 54.1-2900<\/a> et seq.) of Title 54.1, or one or more advanced practice registered nurses, licensed under Chapter 29 (§ 54.1-2900<\/a> et seq.) of Title 54.1, or one or more optometrists licensed under the provisions of Chapter 32 (§ 54.1-3200<\/a> et seq.) of Title 54.1, or one or more physical therapists and physical therapist assistants licensed under the provisions of Chapter 34.1 (§ 54.1-3473<\/a> et seq.) of Title 54.1, or one or more practitioners of the behavioral science professions, licensed under the provisions of Chapter 35 (§ 54.1-3500<\/a> et seq.), 36 (§ 54.1-3600<\/a> et seq.) or 37 (§ 54.1-3700<\/a> et seq.) of Title 54.1, or one or more practitioners of audiology or speech pathology, licensed under the provisions of Chapter 26 (§ 54.1-2600<\/a> et seq.) of Title 54.1, or one or more clinical nurse specialists who render mental health services licensed under Chapter 30 (§ 54.1-3000<\/a> et seq.) of Title 54.1 and registered with the Board of Nursing, or any combination of practitioners of the healing arts, optometry, physical therapy, the behavioral science professions, and audiology or speech pathology, and all of whose shares are held by or all of whose members are individuals or professional business entities duly licensed or otherwise legally authorized to perform the services of a practitioner of the healing arts, advanced practice registered nursing, optometry, physical therapy, the behavioral science professions, or audiology or speech pathology, including the trustees of an eligible employee stock ownership plan<\/span>; however, nothing herein shall be construed so as to allow any member of the healing arts, optometry, physical therapy, the behavioral science professions, audiology or speech pathology, or advanced practice registered nursing to conduct his practice in a manner contrary to the standards of ethics of his branch of the healing arts, optometry, physical therapy, the behavioral science professions, audiology or speech pathology, or nursing, as the case may be.\n\t\t\t\t“Professional service<\/span>” means any type of personal service to the public that requires as a condition precedent<\/span> to the rendering of such service or use of such title the obtaining of a license, certification, or other legal authorization and shall be limited to the personal services rendered by pharmacists, optometrists, physical therapists and physical therapist assistants, practitioners of the healing arts, advanced practice registered nurses, practitioners of the behavioral science professions, veterinarians, surgeons, dentists, architects, professional engineers, land surveyors, landscape architects, certified interior designers, public accountants, certified public accountants, attorneys-at-law<\/span>, insurance consultants, and audiologists or speech pathologists. For the purposes of this chapter, the following shall be deemed to be rendering the same professional service<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Architects, professional engineers, and land surveyors; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Practitioners of the healing arts, licensed under the provisions of Chapter 29 (§ 54.1-2900<\/a> et seq.) of Title 54.1; advanced practice registered nurses, licensed under the provisions of Chapter 29 (§ 54.1-2900<\/a> et seq.) of Title 54.1; optometrists, licensed under the provisions of Chapter 32 (§ 54.1-3200<\/a> et seq.) of Title 54.1; physical therapists and physical therapist assistants, licensed under the provisions of Chapter 34.1 (§ 54.1-3473<\/a> et seq.) of Title 54.1; and practitioners of the behavioral science professions, licensed under the provisions of Chapters 35 (§ 54.1-3500<\/a> et seq.), 36 (§ 54.1-3600<\/a> et seq.), and 37 (§ 54.1-3700<\/a> et seq.) of Title 54.1. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Persons who practice the healing art of performing professional clinical laboratory services within a hospital pathology laboratory shall be legally authorized to do so for purposes of this chapter if such persons (i) hold a doctorate degree in the biological sciences or a board certification in the clinical laboratory sciences and (ii) are tenured faculty members of an accredited medical school that is an “institution” as that term is defined in § 23.1-1100<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDEFINITIONS (\u00a7 13.1-543)\n\nA. As used in this chapter:\n\t\t\t“Eligible employee stock ownership plan” means an employee stock\nownership plan as such term is defined in \u00a7 4975(e)(7) of the Internal Revenue\nCode of 1986, as amended, sponsored by a professional corporation and with\nrespect to which:\n\n 1. All of the trustees of the employee stock ownership plan are individuals\n who are duly licensed or otherwise legally authorized to render the\n professional services for which the professional corporation is organized\n under this chapter; however, if a conflict of interest exists for one or more\n trustees with respect to a specific issue or transaction, such trustees may\n appoint a special independent trustee or special fiduciary, who is not duly\n licensed or otherwise legally authorized to render the professional services\n for which the professional corporation is organized under this chapter, which\n special independent trustee shall be authorized to make decisions only with\n respect to the specific issue or transaction that is the subject of the\n conflict;\n\n 2. The employee stock ownership plan provides that no shares, fractional\n shares, or rights or options to purchase shares of the professional\n corporation shall at any time be issued, sold, or otherwise transferred\n directly to anyone other than an individual duly licensed or otherwise legally\n authorized to render the professional services for which the professional\n corporation is organized under this chapter, unless such shares are\n transferred as a plan distribution to a plan beneficiary and subject to\n immediate repurchase by the professional corporation, the employee stock\n ownership plan or another person authorized to hold such shares; however:\n \t\t\t\ta. With respect to a professional corporation rendering the professional\n services of public accounting or certified public accounting:\n\n 1. The employee stock ownership plan may permit individuals who are not duly\n licensed or otherwise legally authorized to render these services to\n participate in such plan, provided such individuals are employees of the\n corporation and hold less than a majority of the beneficial interests in\n such plan; and\n\n 2. At least 51 percent of the total of allocated and unallocated equity\n interests in the corporation sponsoring such employee stock ownership plan\n are held (i) by the trustees of such employee stock ownership plan for the\n benefit of persons holding a valid CPA certificate as defined in §\n 54.1-4400, with unallocated shares allocated for these purposes pursuant to\n § 409(p) of the Internal Revenue Code of 1986, as amended, or (ii) by\n individual employees holding a valid CPA certificate separate from any\n interests held by such employee stock ownership plan; and\n \t\t\t\t\tb. With respect to a professional corporation rendering the\n professional services of architects, professional engineers, land surveyors,\n landscape architects, or certified interior designers, the employee stock\n ownership plan may permit individuals who are not duly licensed to render\n the services of architects, professional engineers, land surveyors, or\n landscape architects, or individuals legally authorized to use the title of\n certified interior designers to participate in such plan, provided such\n individuals are employees of the corporation and together hold not more than\n one-third of the beneficial interests in such plan, and that the total of\n the shares (i) held by individuals who are employees but not duly licensed\n to render such services or legally authorized to use a title and (ii) held\n by the trustees of such employee stock ownership plan for the benefit of\n individuals who are employees but not duly licensed to render such services\n or legally authorized to use a title, shall not exceed one-third of the\n shares of the corporation; and\n\n 3. The professional corporation, the trustees of the employee stock ownership\n plan, and the other shareholders of the professional corporation comply with\n the foregoing provisions of the plan.\n \t\t\t\t“Professional business entity” means any entity as defined in\n § 13.1-603 that is duly licensed or otherwise legally authorized under\n the laws of the Commonwealth or the laws of the jurisdiction under whose laws\n the entity is formed to render the same professional service as that for which\n a professional corporation or professional limited liability company may be\n organized, including, but not limited to, (i) a professional limited liability\n company as defined in § 13.1-1102, (ii) a professional corporation as\n defined in this subsection, or (iii) a partnership that is registered as a\n registered limited liability partnership registered under § 50-73.132,\n all of the partners of which are duly licensed or otherwise legally authorized\n to render the same professional services as those for which the partnership\n was organized.\n \t\t\t\t“Professional corporation” means a corporation whose articles\n of incorporation set forth a sole and specific purpose permitted by this\n chapter and that is either (i) organized under this chapter for the sole and\n specific purpose of rendering professional service other than that of\n architects, professional engineers, land surveyors, or landscape architects,\n or using a title other than that of certified interior designers and, except\n as expressly otherwise permitted by this chapter, that has as its shareholders\n or members only individuals or professional business entities that are duly\n licensed or otherwise legally authorized to render the same professional\n service as the corporation, including the trustees of an eligible employee\n stock ownership plan or (ii) organized under this chapter for the sole and\n specific purpose of rendering the professional services of architects,\n professional engineers, land surveyors, or landscape architects, or using the\n title of certified interior designers, or any combination thereof, and at\n least two-thirds of whose shares are held by persons duly licensed within the\n Commonwealth to perform the services of an architect, professional engineer,\n land surveyor, or landscape architect, including the trustees of an eligible\n employee stock ownership plan, or by persons legally authorized within the\n Commonwealth to use the title of certified interior designer; or (iii)\n organized under this chapter or under Chapter 10 (§ 13.1-801 et seq.) for\n the sole and specific purpose of rendering the professional services of one or\n more practitioners of the healing arts, licensed under the provisions of\n Chapter 29 (§ 54.1-2900 et seq.) of Title 54.1, or one or more advanced\n practice registered nurses, licensed under Chapter 29 (§ 54.1-2900 et\n seq.) of Title 54.1, or one or more optometrists licensed under the provisions\n of Chapter 32 (§ 54.1-3200 et seq.) of Title 54.1, or one or more\n physical therapists and physical therapist assistants licensed under the\n provisions of Chapter 34.1 (§ 54.1-3473 et seq.) of Title 54.1, or one or\n more practitioners of the behavioral science professions, licensed under the\n provisions of Chapter 35 (§ 54.1-3500 et seq.), 36 (§ 54.1-3600 et\n seq.) or 37 (§ 54.1-3700 et seq.) of Title 54.1, or one or more\n practitioners of audiology or speech pathology, licensed under the provisions\n of Chapter 26 (§ 54.1-2600 et seq.) of Title 54.1, or one or more\n clinical nurse specialists who render mental health services licensed under\n Chapter 30 (§ 54.1-3000 et seq.) of Title 54.1 and registered with the\n Board of Nursing, or any combination of practitioners of the healing arts,\n optometry, physical therapy, the behavioral science professions, and audiology\n or speech pathology, and all of whose shares are held by or all of whose\n members are individuals or professional business entities duly licensed or\n otherwise legally authorized to perform the services of a practitioner of the\n healing arts, advanced practice registered nursing, optometry, physical\n therapy, the behavioral science professions, or audiology or speech pathology,\n including the trustees of an eligible employee stock ownership plan; however,\n nothing herein shall be construed so as to allow any member of the healing\n arts, optometry, physical therapy, the behavioral science professions,\n audiology or speech pathology, or advanced practice registered nursing to\n conduct his practice in a manner contrary to the standards of ethics of his\n branch of the healing arts, optometry, physical therapy, the behavioral\n science professions, audiology or speech pathology, or nursing, as the case\n may be.\n \t\t\t\t“Professional service” means any type of personal service to\n the public that requires as a condition precedent to the rendering of such\n service or use of such title the obtaining of a license, certification, or\n other legal authorization and shall be limited to the personal services\n rendered by pharmacists, optometrists, physical therapists and physical\n therapist assistants, practitioners of the healing arts, advanced practice\n registered nurses, practitioners of the behavioral science professions,\n veterinarians, surgeons, dentists, architects, professional engineers, land\n surveyors, landscape architects, certified interior designers, public\n accountants, certified public accountants, attorneys-at-law, insurance\n consultants, and audiologists or speech pathologists. For the purposes of this\n chapter, the following shall be deemed to be rendering the same professional\n service:\n\n 1. Architects, professional engineers, and land surveyors; and\n\n 2. Practitioners of the healing arts, licensed under the provisions of Chapter\n 29 (§ 54.1-2900 et seq.) of Title 54.1; advanced practice registered\n nurses, licensed under the provisions of Chapter 29 (§ 54.1-2900 et seq.)\n of Title 54.1; optometrists, licensed under the provisions of Chapter 32\n (§ 54.1-3200 et seq.) of Title 54.1; physical therapists and physical\n therapist assistants, licensed under the provisions of Chapter 34.1 (§\n 54.1-3473 et seq.) of Title 54.1; and practitioners of the behavioral science\n professions, licensed under the provisions of Chapters 35 (§ 54.1-3500 et\n seq.), 36 (§ 54.1-3600 et seq.), and 37 (§ 54.1-3700 et seq.) of\n Title 54.1.\n\nB. Persons who practice the healing art of performing professional clinical\nlaboratory services within a hospital pathology laboratory shall be legally\nauthorized to do so for purposes of this chapter if such persons (i) hold a\ndoctorate degree in the biological sciences or a board certification in the\nclinical laboratory sciences and (ii) are tenured faculty members of an\naccredited medical school that is an “institution” as that term is\ndefined in § 23.1-1100.\n\nHISTORY: 1970, c. 77; 1972, c. 180; 1980, cc. 701, 757; 1981, c. 217; 1985, c.\n576; 1989, c. 665; 1990, cc. 481, 595; 1992, cc. 13, 16; 1994, c. 349; 1999, c.\n83; 2000, cc. 194, 688, 763; 2003, c. 678; 2006, cc. 672, 715; 2008, c. 265;\n2009, c. 309; 2017, c. 314; 2020, c. 726; 2023, c. 183.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}