{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-544.2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-544.2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-544.2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-544.2.html"}],"law_id":85485,"edition_id":1,"section_id":85485,"structure_id":13432,"section_number":"13.1-544.2","catch_line":"Certificate of authority for foreign professional corporations","history":"1978, c. 674; 2002, c. 77; 2003, c. 678.","full_text":"A\n\nNotwithstanding any other provision of this chapter, a foreign professional corporation, organized under the laws of a jurisdiction other than the Commonwealth of Virginia to perform a professional service of the type defined in subsection A of \u00a7 13.1-543, may apply for and obtain a certificate of authority to render such professional services in Virginia on the following terms and conditions:1\n\nOnly stockholders and employees licensed or otherwise legally qualified by this Commonwealth may perform the professional service in Virginia.2\n\nThe professional corporation must meet every requirement of this chapter except the requirement that its stockholders be licensed to perform the professional service in this Commonwealth.3\n\nThe powers of any foreign professional corporation admitted under this section shall not exceed the powers permitted to domestic professional corporations under this chapter.B\n\nIn order to qualify, a foreign professional corporation shall make application to the Commission as provided in § 13.1-759 and shall make such application for and secure a certificate of authority as may be required by § 13.1-549; and, in addition, shall be required to set forth the name and address of each stockholder of the corporation who will be providing the professional service in this Commonwealth and whether such stockholder is licensed, or otherwise legally qualified, to perform the professional service in Virginia.","order_by":null,"text":{"0":{"id":306239,"text":"Notwithstanding any other provision of this chapter, a foreign professional corporation, organized under the laws of a jurisdiction other than the Commonwealth of Virginia to perform a professional service of the type defined in subsection A of \u00a7 13.1-543, may apply for and obtain a certificate of authority to render such professional services in Virginia on the following terms and conditions:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":306240,"text":"Only stockholders and employees licensed or otherwise legally qualified by this Commonwealth may perform the professional service in Virginia.","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":306241,"text":"The professional corporation must meet every requirement of this chapter except the requirement that its stockholders be licensed to perform the professional service in this Commonwealth.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":306242,"text":"The powers of any foreign professional corporation admitted under this section shall not exceed the powers permitted to domestic professional corporations under this chapter.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":306243,"text":"In order to qualify, a foreign professional corporation shall make application to the Commission as provided in § 13.1-759 and shall make such application for and secure a certificate of authority as may be required by § 13.1-549; and, in addition, shall be required to set forth the name and address of each stockholder of the corporation who will be providing the professional service in this Commonwealth and whether such stockholder is licensed, or otherwise legally qualified, to perform the professional service in Virginia.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-544.2\/","history_text":"

This law was first created in 1978. The record of its establishment is cataloged in chapter 674 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 1978 \u201cActs\u201d aren\u2019t available online. It has been modified 2 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 2002, chapter 77<\/a>; in 2003, chapter 678<\/a>.<\/p>","references":[{"id":54716,"section_number":"13.1-1106","catch_line":"Merger with foreign professional limited liability company or foreign professional corporation","order_by":null,"url":"\/13.1-1106\/"},{"id":63865,"section_number":"13.1-545.1","catch_line":"Merger with foreign professional corporation or foreign professional limited liability company","order_by":null,"url":"\/13.1-545.1\/"},{"id":59747,"section_number":"13.1-550","catch_line":"Transfer of shares","order_by":null,"url":"\/13.1-550\/"}],"refers_to":[{"id":66461,"section_number":"13.1-543","catch_line":"Definitions","order_by":null,"url":"\/13.1-543\/"},{"id":69102,"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","order_by":null,"url":"\/13.1-549\/"},{"id":79232,"section_number":"13.1-759","catch_line":"Application for certificate of authority","order_by":null,"url":"\/13.1-759\/"}],"permalink":{"id":150005,"object_type":"law","relational_id":85485,"identifier":"13.1-544.2","token":"13.1\/7\/13.1-544.2","url":"\/13.1-544.2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-544.2\/","token":"13.1\/7\/13.1-544.2","dublin_core":{"Title":"Certificate of authority for foreign professional corporations","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-544.2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Notwithstanding any other provision of this chapter, a foreign professional corporation, organized under the laws<\/span> of a jurisdiction<\/span> other than the Commonwealth of Virginia to perform a professional service of the type defined in subsection A of \u00a7 13.1-543<\/a>, may apply for and obtain a certificate of authority to render such professional services in Virginia on the following terms and conditions: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Only stockholders and employees licensed or otherwise legally qualified by this Commonwealth may perform the professional service in Virginia. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The professional corporation must meet every requirement of this chapter except the requirement that its stockholders be licensed to perform the professional service in this Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The powers of any foreign professional corporation admitted under this section shall not exceed the powers permitted to domestic professional corporations under this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> In order<\/span> to qualify, a foreign professional corporation shall make application to the Commission as provided in § 13.1-759<\/a> and shall make such application for and secure a certificate of authority as may be required by § 13.1-549<\/a>; and, in addition, shall be required to set forth the name and address of each stockholder of the corporation who will be providing the professional service in this Commonwealth and whether such stockholder is licensed, or otherwise legally qualified, to perform the professional service in Virginia. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCERTIFICATE OF AUTHORITY FOR FOREIGN PROFESSIONAL CORPORATIONS (\u00a7 13.1-544.2)\n\nA. Notwithstanding any other provision of this chapter, a foreign professional\ncorporation, organized under the laws of a jurisdiction other than the\nCommonwealth of Virginia to perform a professional service of the type defined\nin subsection A of \u00a7 13.1-543, may apply for and obtain a certificate of\nauthority to render such professional services in Virginia on the following\nterms and conditions:\n\n 1. Only stockholders and employees licensed or otherwise legally qualified by\n this Commonwealth may perform the professional service in Virginia.\n\n 2. The professional corporation must meet every requirement of this chapter\n except the requirement that its stockholders be licensed to perform the\n professional service in this Commonwealth.\n\n 3. The powers of any foreign professional corporation admitted under this\n section shall not exceed the powers permitted to domestic professional\n corporations under this chapter.\n\nB. In order to qualify, a foreign professional corporation shall make\napplication to the Commission as provided in § 13.1-759 and shall make such\napplication for and secure a certificate of authority as may be required by\n§ 13.1-549; and, in addition, shall be required to set forth the name and\naddress of each stockholder of the corporation who will be providing the\nprofessional service in this Commonwealth and whether such stockholder is\nlicensed, or otherwise legally qualified, to perform the professional service in\nVirginia.\n\nHISTORY: 1978, c. 674; 2002, c. 77; 2003, c. 678.","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}}