{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-547.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-547.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-547.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-547.html"}],"law_id":86428,"edition_id":1,"section_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","history":"1970, c. 77; 1984, c. 448.","full_text":"The provisions of this chapter shall not be construed to alter or affect the professional relationship between a person furnishing professional services and a person receiving such service either with respect to liability arising out of such professional service or the confidential relationship between the person rendering the professional service and the person receiving such professional service, if any, and all such confidential relationships enjoyed under the laws of this Commonwealth, whether now in existence, or hereafter enacted, shall remain inviolate. A director, officer, agent or employee of a professional corporation shall not, by reason of being any director, officer, agent or employee of such corporation, be personally liable for any debts or claims against, or the acts or omissions of the corporation or of another director, officer, agent or employee of the corporation, but the corporation shall be liable for the acts or omissions of its directors, officers, agents, employees and servants to the same extent to which any other corporation would be liable for the acts or omissions of its directors, officers, agents, employees and servants while they are engaged in carrying on the corporate business.","order_by":null,"text":{"0":{"id":309560,"text":"The provisions of this chapter shall not be construed to alter or affect the professional relationship between a person furnishing professional services and a person receiving such service either with respect to liability arising out of such professional service or the confidential relationship between the person rendering the professional service and the person receiving such professional service, if any, and all such confidential relationships enjoyed under the laws of this Commonwealth, whether now in existence, or hereafter enacted, shall remain inviolate. A director, officer, agent or employee of a professional corporation shall not, by reason of being any director, officer, agent or employee of such corporation, be personally liable for any debts or claims against, or the acts or omissions of the corporation or of another director, officer, agent or employee of the corporation, but the corporation shall be liable for the acts or omissions of its directors, officers, agents, employees and servants to the same extent to which any other corporation would be liable for the acts or omissions of its directors, officers, agents, employees and servants while they are engaged in carrying on the corporate business.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-547\/","history_text":"<p>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 1 time. 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. That modification is as follows: in 1984, chapter 448.<\/p>","references":false,"refers_to":false,"permalink":{"id":150025,"object_type":"law","relational_id":86428,"identifier":"13.1-547","token":"13.1\/7\/13.1-547","url":"\/13.1-547\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-547\/","token":"13.1\/7\/13.1-547","dublin_core":{"Title":"Professional relationships not affected; liability for debts, etc., of corporation, its directors, officers and employees","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-547","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section><p>The provisions of this chapter shall not be construed to alter or affect the professional relationship between a person furnishing professional services and a person receiving such service either with respect to liability arising out of such professional service or the confidential relationship between the person rendering the professional service and the person receiving such professional service, if any, and all such confidential relationships enjoyed under the <span class=\"dictionary\">laws<\/span> of this Commonwealth, whether now in existence, or hereafter enacted, shall remain inviolate. A director, officer, agent or employee of a professional corporation shall not, by reason of being any director, officer, agent or employee of such corporation, be personally liable for any debts or claims against, or the acts or omissions of the corporation or of another director, officer, agent or employee of the corporation, but the corporation shall be liable for the acts or omissions of its directors, officers, agents, employees and servants to the same extent to which any other corporation would be liable for the acts or omissions of its directors, officers, agents, employees and servants while they are engaged in carrying on the corporate business.<\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nPROFESSIONAL RELATIONSHIPS NOT AFFECTED; LIABILITY FOR DEBTS, ETC., OF\nCORPORATION, ITS DIRECTORS, OFFICERS AND EMPLOYEES (\u00a7 13.1-547)\n\nThe provisions of this chapter shall not be construed to alter or affect the\nprofessional relationship between a person furnishing professional services and\na person receiving such service either with respect to liability arising out of\nsuch professional service or the confidential relationship between the person\nrendering the professional service and the person receiving such professional\nservice, if any, and all such confidential relationships enjoyed under the laws\nof this Commonwealth, whether now in existence, or hereafter enacted, shall\nremain inviolate. A director, officer, agent or employee of a professional\ncorporation shall not, by reason of being any director, officer, agent or\nemployee of such corporation, be personally liable for any debts or claims\nagainst, or the acts or omissions of the corporation or of another director,\nofficer, agent or employee of the corporation, but the corporation shall be\nliable for the acts or omissions of its directors, officers, agents, employees\nand servants to the same extent to which any other corporation would be liable\nfor the acts or omissions of its directors, officers, agents, employees and\nservants while they are engaged in carrying on the corporate business.\n\nHISTORY: 1970, c. 77; 1984, c. 448.","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}}