{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-549.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-549.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-549.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-549.html"}],"law_id":69102,"edition_id":1,"section_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","history":"1970, c. 77; 1972, c. 655; 1980, c. 757; 1998, c. 27; 2000, cc. 191, 763; 2006, cc. 672, 715; 2008, c. 265; 2009, c. 309.","full_text":"A\n\nA corporation rendering the services of architects, professional engineers, land surveyors, or landscape architects, or using the title of certified interior designers, or any combination thereof, shall issue not less than two-thirds of its shares to individuals or professional business entities duly licensed to render the services of architect, professional engineer, land surveyor, or landscape architect, or to individuals legally authorized to use the title of certified interior designer, and the remainder of said shares may be issued only to and held by individuals who are employees of the corporation whether or not such employees are licensed to render professional services or authorized to use a title. For a corporation using the title of certified interior designers and providing the services of architects, professional engineers or land surveyors, or any combination thereof, not less than two-thirds of its shares shall be held by individuals or professional business entities who are duly licensed. No other professional corporation, except for a corporation engaged in the practice of accounting as described in § 13.1-549.1, may issue any of its shares to anyone other than an individual or professional business entity who is duly licensed or otherwise legally authorized to render the same specific professional services as those for which the corporation was incorporated, including trustees of an eligible employee stock ownership plan. Notwithstanding the above limitations, a professional corporation may (i) issue its shares to a partnership each of the partners of which is duly licensed or otherwise legally authorized to render the same professional services as those for which the corporation was incorporated or (ii) issue any of its shares to, and have as shareholders, directly or indirectly, whether through shares, fractional shares, or rights or options to purchase shares, the trustees of an eligible employee stock ownership plan.B\n\nAs an additional prerequisite for a corporation engaging in the practice of the professions of architecture, professional engineering, land surveying, or landscape architecture, or using the title of certified interior designer, or any combination thereof, such corporation shall secure a certificate of authority, which may be renewable and may be either general or limited, from the Board for Architects, Professional Engineers, Land Surveyors, Certified Interior Designers and Landscape Architects. Such certificate of authority shall be issued or renewed by the Board when in its discretion such corporation is in compliance with rules and regulations which shall be promulgated by the said Board consistent with its jurisdiction to provide adequate safeguards for the public’s health, welfare and safety. The fees for a certificate of authority as described above shall be the same fees as provided for in Chapter 4 (§ 54.1-400 et seq.) of Title 54.1.","order_by":null,"text":{"0":{"id":250083,"text":"A corporation rendering the services of architects, professional engineers, land surveyors, or landscape architects, or using the title of certified interior designers, or any combination thereof, shall issue not less than two-thirds of its shares to individuals or professional business entities duly licensed to render the services of architect, professional engineer, land surveyor, or landscape architect, or to individuals legally authorized to use the title of certified interior designer, and the remainder of said shares may be issued only to and held by individuals who are employees of the corporation whether or not such employees are licensed to render professional services or authorized to use a title. For a corporation using the title of certified interior designers and providing the services of architects, professional engineers or land surveyors, or any combination thereof, not less than two-thirds of its shares shall be held by individuals or professional business entities who are duly licensed. No other professional corporation, except for a corporation engaged in the practice of accounting as described in § 13.1-549.1, may issue any of its shares to anyone other than an individual or professional business entity who is duly licensed or otherwise legally authorized to render the same specific professional services as those for which the corporation was incorporated, including trustees of an eligible employee stock ownership plan. Notwithstanding the above limitations, a professional corporation may (i) issue its shares to a partnership each of the partners of which is duly licensed or otherwise legally authorized to render the same professional services as those for which the corporation was incorporated or (ii) issue any of its shares to, and have as shareholders, directly or indirectly, whether through shares, fractional shares, or rights or options to purchase shares, the trustees of an eligible employee stock ownership plan.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":250084,"text":"As an additional prerequisite for a corporation engaging in the practice of the professions of architecture, professional engineering, land surveying, or landscape architecture, or using the title of certified interior designer, or any combination thereof, such corporation shall secure a certificate of authority, which may be renewable and may be either general or limited, from the Board for Architects, Professional Engineers, Land Surveyors, Certified Interior Designers and Landscape Architects. Such certificate of authority shall be issued or renewed by the Board when in its discretion such corporation is in compliance with rules and regulations which shall be promulgated by the said Board consistent with its jurisdiction to provide adequate safeguards for the public’s health, welfare and safety. The fees for a certificate of authority as described above shall be the same fees as provided for in Chapter 4 (§ 54.1-400 et seq.) of Title 54.1.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-549\/","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 7 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 655; in 1980, chapter 757; in 1998, chapter 27<\/a>; in 2000, chapters 191<\/a> and 763<\/a>; in 2006, chapters 672<\/a> and 715<\/a>; in 2008, chapter 265<\/a>; in 2009, chapter 309<\/a>.<\/p>","references":[{"id":56019,"section_number":"13.1-544","catch_line":"Who may organize and become shareholder","order_by":null,"url":"\/13.1-544\/"},{"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":77321,"section_number":"54.1-404","catch_line":"Regulations; code of professional practice and conduct","order_by":null,"url":"\/54.1-404\/"},{"id":63798,"section_number":"54.1-411","catch_line":"Organization for practice; registration","order_by":null,"url":"\/54.1-411\/"}],"refers_to":[{"id":55582,"section_number":"13.1-549.1","catch_line":"Special provision for corporation engaged in practice of accounting","order_by":null,"url":"\/13.1-549.1\/"},{"id":76379,"section_number":"54.1-400","catch_line":"Definitions","order_by":null,"url":"\/54.1-400\/"}],"permalink":{"id":150033,"object_type":"law","relational_id":69102,"identifier":"13.1-549","token":"13.1\/7\/13.1-549","url":"\/13.1-549\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-549\/","token":"13.1\/7\/13.1-549","dublin_core":{"Title":"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","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-549","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A corporation rendering the services of architects, professional engineers, land surveyors, or landscape architects, or using the title of certified interior designers, or any combination thereof, shall issue<\/span> not less than two-thirds of its shares to individuals or professional business entities duly licensed to render the services of architect, professional engineer, land surveyor, or landscape architect, or to individuals legally authorized to use the title of certified interior designer, and the remainder of said shares may be issued only to and held by individuals who are employees of the corporation whether or not such employees are licensed to render professional services or authorized to use a title. For a corporation using the title of certified interior designers and providing the services of architects, professional engineers or land surveyors, or any combination thereof, not less than two-thirds of its shares shall be held by individuals or professional business entities who are duly licensed. No other professional corporation, except for a corporation engaged in the practice of accounting as described in § 13.1-549.1<\/a>, may issue<\/span> any of its shares to anyone other than an individual or professional business entity who is duly licensed or otherwise legally authorized to render the same specific professional services as those for which the corporation was incorporated, including trustees of an eligible employee stock ownership plan. Notwithstanding the above limitations, a professional corporation may (i) issue<\/span> its shares to a partnership each of the partners of which is duly licensed or otherwise legally authorized to render the same professional services as those for which the corporation was incorporated or (ii) issue<\/span> any of its shares to, and have as shareholders, directly or indirectly, whether through shares, fractional shares, or rights or options to purchase shares, the trustees of an eligible employee stock ownership plan. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> As an additional prerequisite for a corporation engaging in the practice of the professions of architecture, professional engineering, land surveying, or landscape architecture, or using the title of certified interior designer, or any combination thereof, such corporation shall secure a certificate of authority, which may be renewable and may be either general or limited, from the Board for Architects, Professional Engineers, Land Surveyors, Certified Interior Designers and Landscape Architects. Such certificate of authority shall be issued or renewed by the Board when in its discretion such corporation is in compliance with rules and regulations which shall be promulgated by the said Board consistent with its jurisdiction<\/span> to provide adequate safeguards for the public’s health, welfare and safety. The fees for a certificate of authority as described above shall be the same fees as provided for in Chapter 4 (§ 54.1-400<\/a> et seq.) of Title 54.1. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nQUALIFICATIONS OF SHAREHOLDERS; SPECIAL PROVISIONS FOR CORPORATIONS RENDERING\nSERVICES OF ARCHITECTS, PROFESSIONAL ENGINEERS, LANDSCAPE ARCHITECTS AND LAND\nSURVEYORS, AND USING THE TITLE OF CERTIFIED INTERIOR DESIGNERS (\u00a7 13.1-549)\n\nA. A corporation rendering the services of architects, professional engineers,\nland surveyors, or landscape architects, or using the title of certified\ninterior designers, or any combination thereof, shall issue not less than\ntwo-thirds of its shares to individuals or professional business entities duly\nlicensed to render the services of architect, professional engineer, land\nsurveyor, or landscape architect, or to individuals legally authorized to use\nthe title of certified interior designer, and the remainder of said shares may\nbe issued only to and held by individuals who are employees of the corporation\nwhether or not such employees are licensed to render professional services or\nauthorized to use a title. For a corporation using the title of certified\ninterior designers and providing the services of architects, professional\nengineers or land surveyors, or any combination thereof, not less than\ntwo-thirds of its shares shall be held by individuals or professional business\nentities who are duly licensed. No other professional corporation, except for a\ncorporation engaged in the practice of accounting as described in §\n13.1-549.1, may issue any of its shares to anyone other than an individual or\nprofessional business entity who is duly licensed or otherwise legally\nauthorized to render the same specific professional services as those for which\nthe corporation was incorporated, including trustees of an eligible employee\nstock ownership plan. Notwithstanding the above limitations, a professional\ncorporation may (i) issue its shares to a partnership each of the partners of\nwhich is duly licensed or otherwise legally authorized to render the same\nprofessional services as those for which the corporation was incorporated or\n(ii) issue any of its shares to, and have as shareholders, directly or\nindirectly, whether through shares, fractional shares, or rights or options to\npurchase shares, the trustees of an eligible employee stock ownership plan.\n\nB. As an additional prerequisite for a corporation engaging in the practice of\nthe professions of architecture, professional engineering, land surveying, or\nlandscape architecture, or using the title of certified interior designer, or\nany combination thereof, such corporation shall secure a certificate of\nauthority, which may be renewable and may be either general or limited, from the\nBoard for Architects, Professional Engineers, Land Surveyors, Certified Interior\nDesigners and Landscape Architects. Such certificate of authority shall be\nissued or renewed by the Board when in its discretion such corporation is in\ncompliance with rules and regulations which shall be promulgated by the said\nBoard consistent with its jurisdiction to provide adequate safeguards for the\npublic’s health, welfare and safety. The fees for a certificate of\nauthority as described above shall be the same fees as provided for in Chapter 4\n(§ 54.1-400 et seq.) of Title 54.1.\n\nHISTORY: 1970, c. 77; 1972, c. 655; 1980, c. 757; 1998, c. 27; 2000, cc. 191,\n763; 2006, cc. 672, 715; 2008, c. 265; 2009, c. 309.","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}}