                                 CODE OF VIRGINIA

DEFINITIONS (§ 13.1-543)

A. As used in this chapter:
			&#8220;Eligible employee stock ownership plan&#8221; means an employee stock
ownership plan as such term is defined in § 4975(e)(7) of the Internal Revenue
Code of 1986, as amended, sponsored by a professional corporation and with
respect to which:

   1. 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;

   2. 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:
   				a. With respect to a professional corporation rendering the professional
   services of public accounting or certified public accounting:

      1. 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

      2. 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 &#xA7;
      54.1-4400, with unallocated shares allocated for these purposes pursuant to
      &#xA7; 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
      					b. 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

   3. 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.
   				&#8220;Professional business entity&#8221; means any entity as defined in
   &#xA7; 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 &#xA7; 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 &#xA7; 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.
   				&#8220;Professional corporation&#8221; 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 (&#xA7; 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 (&#xA7; 54.1-2900 et seq.) of Title 54.1, or one or more advanced
   practice registered nurses, licensed under Chapter 29 (&#xA7; 54.1-2900 et
   seq.) of Title 54.1, or one or more optometrists licensed under the provisions
   of Chapter 32 (&#xA7; 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 (&#xA7; 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 (&#xA7; 54.1-3500 et seq.), 36 (&#xA7; 54.1-3600 et
   seq.) or 37 (&#xA7; 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 (&#xA7; 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 (&#xA7; 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.
   				&#8220;Professional service&#8221; 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. Architects, professional engineers, and land surveyors; and

   2. Practitioners of the healing arts, licensed under the provisions of Chapter
   29 (&#xA7; 54.1-2900 et seq.) of Title 54.1; advanced practice registered
   nurses, licensed under the provisions of Chapter 29 (&#xA7; 54.1-2900 et seq.)
   of Title 54.1; optometrists, licensed under the provisions of Chapter 32
   (&#xA7; 54.1-3200 et seq.) of Title 54.1; physical therapists and physical
   therapist assistants, licensed under the provisions of Chapter 34.1 (&#xA7;
   54.1-3473 et seq.) of Title 54.1; and practitioners of the behavioral science
   professions, licensed under the provisions of Chapters 35 (&#xA7; 54.1-3500 et
   seq.), 36 (&#xA7; 54.1-3600 et seq.), and 37 (&#xA7; 54.1-3700 et seq.) of
   Title 54.1.

B. 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 &#8220;institution&#8221; as that term is
defined in &#xA7; 23.1-1100.

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.