A person or a group of persons licensed to practice a profession in this state may elect to practice as a professional corporation by complying with this chapter, irrespective of any law which, on March 11, 1970, prohibited the practice of the profession by a corporation. The articles of incorporation of a professional corporation shall be filed, and the professional corporation shall be organized, under Chapter 2 of this title; and the professional corporation shall pay the fees and costs prescribed therein. The articles shall state that the purpose of the corporation is to practice the profession named in the articles and that the corporation elects to be governed by this chapter. Any corporation organized under the general corporation laws of this state or any professional association organized under Chapter 10 of this title may elect to be governed by this chapter by amending its articles of association so as to make such election and so as to comply with the other requirements of this chapter and with the laws applicable to corporations generally in this state which are not inconsistent with the express provisions of this chapter. A professional corporation and the shareholders of the corporation in their capacity as shareholders shall enjoy the rights, privileges, and immunities and shall be subject to the obligations and liabilities of other corporations organized for profit under Chapter 2 of this title and those of the shareholders of such corporations, except as changed, restricted, or enlarged by this chapter. Professional associations organized under Chapter 10 of this title are expressly authorized to continue to perform professional services pursuant to that Chapter 10 of this title without electing to comply with this chapter.
(Ga. L. 1970, p. 243, § 3.)
Law reviews.- For article, "Liability Limbo: Are Incorporated Lawyers in Georgia Really Free from Personal Liability When Their Fellow Shareholders Misbehave?," see 15 Ga. St. U. L. Rev. 1047 (1999).
JUDICIAL DECISIONS
Professional corporation must adhere to general corporate requirements.
- While a professional corporation and its principals labor under some limitations not inherent to other profit-making enterprises, at minimum they must adhere to general corporate requirements. Quinn v. Cardiovascular Physicians, 254 Ga. 216, 326 S.E.2d 460 (1985).
Architectural firm is capable of being liable for professional malpractice.
- The fact that an architectural firm is not a professional corporation does not mean it is incapable of committing and being liable for professional malpractice by and through its individual agents. This is so, because, under O.C.G.A. § 43-4-10(c), a corporation may not be registered to practice architecture but may practice only through registered individuals. Housing Auth. v. Gilpin & Bazemore/Architects & Planners, Inc., 191 Ga. App. 400, 381 S.E.2d 550, appeal dismissed, 259 Ga. 435, 383 S.E.2d 867 (1989).
Liability of lawyers as shareholders in professional corporation.
- Lawyers may practice their profession as shareholders in a professional corporation with the same rights and responsibilities as shareholders in other professional corporations; thus, lawyers in a professional corporation were not jointly and severally liable for the professional misconduct of the majority shareholder; overruling First Bank & Trust Co. v. Zagoria, 250 Ga. 844, 302 S.E.2d 674 (1983). Henderson v. HSI Fin. Servs., Inc., 266 Ga. 844, 471 S.E.2d 885 (1996).
OPINIONS OF THE ATTORNEY GENERALThe clear intent of the Georgia Professional Corporation Act (see now O.C.G.A. Ch. 7, T. 14) was to limit the right to incorporate to those professions enumerated in the definition of "profession." 1977 Op. Att'y Gen. No. 77-14.
When nurse anesthetist may incorporate.- Nurse anesthetist may not incorporate under the Georgia Professional Corporation Act (see now O.C.G.A. Ch. 7, T. 14) unless also licensed to practice medicine or one of other professions enumerated in that Act. 1977 Op. Att'y Gen. No. 77-14.
RESEARCH REFERENCES
Am. Jur. 2d.
- 18 Am. Jur. 2d, Corporations, § 43.
ALR.- Recovery back of money paid to unlicensed person required by law to have occupational or business license or permit to make contract, 74 A.L.R.3d 637.
Right of professional corporation to recover damages based on injury or death of attorney or doctor associate, 74 A.L.R.3d 1129.
Issues pertaining to ownership of professional corporation as affected by resignation from corporate practice by active shareholder, 32 A.L.R.4th 921.