{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-544.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-544.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-544.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-544.html"}],"law_id":56019,"edition_id":1,"section_id":56019,"structure_id":13432,"section_number":"13.1-544","catch_line":"Who may organize and become shareholder","history":"1970, c. 77; 1981, c. 58; 1989, c. 665; 1994, c. 349; 2000, c. 763; 2006, cc. 672, 715.","full_text":"A\n\nAn individual or group of individuals (i) duly licensed or otherwise legally authorized to render the same professional services other than those of architects, professional engineers or land surveyors, or to use a title other than those of certified landscape architects or certified interior designers, of which at least one is duly licensed or otherwise legally authorized to render such professional services within the Commonwealth, or (ii) complying with the provisions of § 13.1-549 and duly licensed to render within the Commonwealth the professional services of architects, professional engineers or land surveyors, or legally authorized to use within the Commonwealth the title of certified landscape architects or certified interior designers, or any combination thereof, may organize a professional corporation for pecuniary profit under the provisions of Chapter 9 (§ 13.1-601 et seq.) of this title or organize a professional corporation as a nonstock corporation under the provisions of Chapter 10 (§ 13.1-801 et seq.) of this title, for the sole and specific purpose of rendering the same and specific professional service, subject to any laws, not inconsistent with the provisions of this chapter, which are applicable to the practice of that profession in the corporate form.B\n\nAn eligible employee stock ownership plan or any individual or group of individuals described in clause (i) or (ii) of subsection A may become a shareholder or shareholders of a professional corporation for pecuniary profit under the provisions of Chapter 9 (§ 13.1-601 et seq.) of this title, for the sole and specific purpose of rendering the same and specific professional service, subject to any laws, not inconsistent with the provisions of this chapter, that are applicable to the practice of that profession in the corporate form.C\n\nAny individual or group of individuals described in clause (i) or (ii) of subsection A may become a member or members of a professional corporation organized as a nonstock corporation under the provisions of Chapter 10 (§ 13.1-801 et seq.) of this title for the sole and specific purpose of rendering such professional services, subject to any laws, not inconsistent with the provisions of this chapter, that are applicable to the practice of that profession in the corporate form.","order_by":null,"text":{"0":{"id":205323,"text":"An individual or group of individuals (i) duly licensed or otherwise legally authorized to render the same professional services other than those of architects, professional engineers or land surveyors, or to use a title other than those of certified landscape architects or certified interior designers, of which at least one is duly licensed or otherwise legally authorized to render such professional services within the Commonwealth, or (ii) complying with the provisions of § 13.1-549 and duly licensed to render within the Commonwealth the professional services of architects, professional engineers or land surveyors, or legally authorized to use within the Commonwealth the title of certified landscape architects or certified interior designers, or any combination thereof, may organize a professional corporation for pecuniary profit under the provisions of Chapter 9 (§ 13.1-601 et seq.) of this title or organize a professional corporation as a nonstock corporation under the provisions of Chapter 10 (§ 13.1-801 et seq.) of this title, for the sole and specific purpose of rendering the same and specific professional service, subject to any laws, not inconsistent with the provisions of this chapter, which are applicable to the practice of that profession in the corporate form.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":205324,"text":"An eligible employee stock ownership plan or any individual or group of individuals described in clause (i) or (ii) of subsection A may become a shareholder or shareholders of a professional corporation for pecuniary profit under the provisions of Chapter 9 (§ 13.1-601 et seq.) of this title, for the sole and specific purpose of rendering the same and specific professional service, subject to any laws, not inconsistent with the provisions of this chapter, that are applicable to the practice of that profession in the corporate form.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":205325,"text":"Any individual or group of individuals described in clause (i) or (ii) of subsection A may become a member or members of a professional corporation organized as a nonstock corporation under the provisions of Chapter 10 (§ 13.1-801 et seq.) of this title for the sole and specific purpose of rendering such professional services, subject to any laws, not inconsistent with the provisions of this chapter, that are applicable to the practice of that profession in the corporate form.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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":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},"next_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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-544\/","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 5 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 1981, chapter 58; in 1989, chapter 665; in 1994, chapter 349<\/a>; in 2000, chapter 763<\/a>; in 2006, chapters 672<\/a> and 715<\/a>.<\/p>","references":[{"id":59747,"section_number":"13.1-550","catch_line":"Transfer of shares","order_by":null,"url":"\/13.1-550\/"},{"id":72408,"section_number":"13.1-553","catch_line":"Board of directors","order_by":null,"url":"\/13.1-553\/"},{"id":87148,"section_number":"54.1-3901","catch_line":"Practice of patent law","order_by":null,"url":"\/54.1-3901\/"}],"refers_to":[{"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":62759,"section_number":"13.1-601","catch_line":"Short title","order_by":null,"url":"\/13.1-601\/"},{"id":76305,"section_number":"13.1-801","catch_line":"Short title","order_by":null,"url":"\/13.1-801\/"}],"permalink":{"id":149997,"object_type":"law","relational_id":56019,"identifier":"13.1-544","token":"13.1\/7\/13.1-544","url":"\/13.1-544\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-544\/","token":"13.1\/7\/13.1-544","dublin_core":{"Title":"Who may organize and become shareholder","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-544","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> An individual or group of individuals (i) duly licensed or otherwise legally authorized to render the same professional services other than those of architects, professional engineers or land surveyors, or to use a title other than those of certified landscape architects or certified interior designers, of which at least one is duly licensed or otherwise legally authorized to render such professional services within the Commonwealth, or (ii) complying with the provisions of § 13.1-549<\/a> and duly licensed to render within the Commonwealth the professional services of architects, professional engineers or land surveyors, or legally authorized to use within the Commonwealth the title of certified landscape architects or certified interior designers, or any combination thereof, may organize a professional corporation for pecuniary profit under the provisions of Chapter 9 (§ 13.1-601<\/a> et seq.) of this title or organize a professional corporation as a nonstock corporation under the provisions of Chapter 10 (§ 13.1-801<\/a> et seq.) of this title, for the sole and specific purpose of rendering the same and specific professional service, subject to any laws<\/span>, not inconsistent with the provisions of this chapter, which are applicable to the practice of that profession in the corporate form. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> An eligible employee stock ownership plan or any individual or group of individuals described in clause (i) or (ii) of subsection A may become a shareholder or shareholders of a professional corporation for pecuniary profit under the provisions of Chapter 9 (§ 13.1-601<\/a> et seq.) of this title, for the sole and specific purpose of rendering the same and specific professional service, subject to any laws<\/span>, not inconsistent with the provisions of this chapter, that are applicable to the practice of that profession in the corporate form. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Any individual or group of individuals described in clause (i) or (ii) of subsection A may become a member or members of a professional corporation organized as a nonstock corporation under the provisions of Chapter 10 (§ 13.1-801<\/a> et seq.) of this title for the sole and specific purpose of rendering such professional services, subject to any laws<\/span>, not inconsistent with the provisions of this chapter, that are applicable to the practice of that profession in the corporate form. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nWHO MAY ORGANIZE AND BECOME SHAREHOLDER (\u00a7 13.1-544)\n\nA. An individual or group of individuals (i) duly licensed or otherwise legally\nauthorized to render the same professional services other than those of\narchitects, professional engineers or land surveyors, or to use a title other\nthan those of certified landscape architects or certified interior designers, of\nwhich at least one is duly licensed or otherwise legally authorized to render\nsuch professional services within the Commonwealth, or (ii) complying with the\nprovisions of § 13.1-549 and duly licensed to render within the\nCommonwealth the professional services of architects, professional engineers or\nland surveyors, or legally authorized to use within the Commonwealth the title\nof certified landscape architects or certified interior designers, or any\ncombination thereof, may organize a professional corporation for pecuniary\nprofit under the provisions of Chapter 9 (§ 13.1-601 et seq.) of this title\nor organize a professional corporation as a nonstock corporation under the\nprovisions of Chapter 10 (§ 13.1-801 et seq.) of this title, for the sole\nand specific purpose of rendering the same and specific professional service,\nsubject to any laws, not inconsistent with the provisions of this chapter, which\nare applicable to the practice of that profession in the corporate form.\n\nB. An eligible employee stock ownership plan or any individual or group of\nindividuals described in clause (i) or (ii) of subsection A may become a\nshareholder or shareholders of a professional corporation for pecuniary profit\nunder the provisions of Chapter 9 (§ 13.1-601 et seq.) of this title, for\nthe sole and specific purpose of rendering the same and specific professional\nservice, subject to any laws, not inconsistent with the provisions of this\nchapter, that are applicable to the practice of that profession in the corporate\nform.\n\nC. Any individual or group of individuals described in clause (i) or (ii) of\nsubsection A may become a member or members of a professional corporation\norganized as a nonstock corporation under the provisions of Chapter 10 (§\n13.1-801 et seq.) of this title for the sole and specific purpose of rendering\nsuch professional services, subject to any laws, not inconsistent with the\nprovisions of this chapter, that are applicable to the practice of that\nprofession in the corporate form.\n\nHISTORY: 1970, c. 77; 1981, c. 58; 1989, c. 665; 1994, c. 349; 2000, c. 763;\n2006, cc. 672, 715.","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}}