Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations.

Ala. Code tit. 10A, ch. 4, art. 5

in effect

Ala. Code § 10A-4-5.01 Involuntary Dissolution on Petition of Attorney General.

10A-4-5.01. Involuntary Dissolution on Petition of Attorney General. The Attorney General may institute proceedings to involuntarily dissolve a domestic professional corporation. A licensing authority may request that the Attorney General institute the proceedings. (Acts 1983, No. 83-514, p. 763, §17; §10-4-396; amended and renumbered by Act 2009-513, p. 967, §209; Act 2019-94, §2; Act 2024-413, §1.)

Ala. Code § 10A-4-5.02 Admission of Foreign Professional Corporations.

10A-4-5.02. Admission of Foreign Professional Corporations. (a) A foreign professional corporation shall be entitled to register under Article 7 of Chapter 1 for authority to render professional services in this state only if: (1) A domestic professional corporation would be allowed to register or procure a certificate of authority or equivalent authorization to render professional services in the state under whose laws the foreign professional corporation is organized; (2) The foreign professional corporation meets the requirements of Section 10A-4-2.01; (3) The foreign professional corporation designates the Alabama licensed individual or individuals through whom it will render professional services in this state and the individual or individuals are not, at the time of the designation, so designated by any other foreign professional corporation; (4) The name of the foreign professional corporation meets the requirements of Section 10A-1-5.08, provided that the foreign professional corporation can meet the requirements of Section 10A-1-5.08 by adding at the end of its name, for use in this state, the words “professional corporation” or the abbreviation “P.C.”; and (5) All the stockholders, or all the members, in the case of a nonprofit professional corporation which has members, at least one director, and the president of the foreign professional corporation are licensed in at least one state or territory of the United States or the District of Columbia to render the professional services which the foreign professional corporation would render in this state. (6) The foreign professional corporation includes in its application a statement acknowledging that it will be subject to the jurisdiction of the Alabama regulatory and licensing authorities with respect to any professional services rendered to clients or patients in this state. (b) No foreign professional corporation shall maintain an office in this state for the conduct of business or professional practice until it has obtained a certificate of authority to render professional services in this state. (Acts 1983, No. 83-514, p. 763, §18; §10-4-397; amended and renumbered by Act 2009-513, p. 967, §209; Act 2024-413, §1.)

Ala. Code § 10A-4-5.03 Revocation of Certificate of Authority.

10A-4-5.03. Revocation of Certificate of Authority. The certificate of authority of a foreign professional corporation may be revoked by the Secretary of State if the foreign professional corporation fails to comply with any provision of this chapter applicable to the foreign professional corporation. Each licensing authority in this state shall certify to the Secretary of State, from time to time, the names of all foreign professional corporations which have given cause for revocation as provided in this chapter, together with the facts pertinent thereto. Whenever a licensing authority shall certify the name of a foreign professional corporation to the Secretary of State as having given cause for revocation, the licensing authority shall concurrently mail to the foreign professional corporation at its registered office in this state notice that the certification has been made. No certificate of authority of a foreign professional corporation shall be revoked by the Secretary of State unless the Secretary of State shall have given the foreign professional corporation not less than 60 days’ notice thereof and the foreign professional corporation shall fail prior to revocation to correct the noncompliance. (Acts 1983, No. 83-514, p. 763, §19; §10-4-398; amended and renumbered by Act 2009-513, p. 967, §209; Act 2024-413, §1.)

Ala. Code § 10A-4-5.04 Annual Report of Domestic and Foreign Professional Corporations.

10A-4-5.04. Annual Report of Domestic and Foreign Professional Corporations. (a) Every business professional corporation, domestic or foreign, is required to file an annual report under the Alabama Business Corporation Law, and shall include in the annual report, in addition to the items required by the Alabama Business Corporation Law: (1) A statement that all the stockholders, at least one director, and the president of the corporation are qualified persons with respect to the corporation, and (2) In the case of a foreign professional corporation, the name or names of the Alabama licensed professional or professionals through whom the foreign professional corporation will render professional services in this state. (b) Financial information contained in the annual report of a professional corporation, other than the amount of stated capital of the corporation, shall not be open to public inspection nor shall the licensing authority disclose any facts or information obtained therefrom except insofar as its official duty may require the same to be made public or in the event the information is required for evidence in any criminal proceedings or in any other action by the State of Alabama. (Acts 1983, No. 83-514, p. 763, §20; §10-4-399; amended and renumbered by Act 2009-513, p. 967, §209; Act 2019-94, §2; Act 2024-413, §1.)

Ala. Code § 10A-4-5.05 Interrogatories by Licensing Authority.

10A-4-5.05. Interrogatories by Licensing Authority. (a) Each licensing authority of this state may propound to any professional corporation, domestic or foreign, organized to practice a profession within the jurisdiction of the licensing authority, and to any officer or director thereof, the interrogatories as may be reasonably necessary and proper to enable the licensing authority to ascertain whether the professional corporation has complied with all the provisions of this chapter applicable to the professional corporation. The interrogatories shall be answered within 30 days after the mailing thereof, or within the additional time as shall be fixed by the licensing authority, and the answers thereto shall be full and complete and shall be made in writing and under oath. If the interrogatories be directed to an individual they shall be answered by him or her, and if directed to a professional corporation they shall be answered by the president, vice president, secretary, or assistant secretary thereof. The licensing authority shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto which disclosed a violation of any of the provisions of this chapter. (b) Interrogatories propounded by a licensing authority and the answers thereto shall not be open to public inspection nor shall the licensing authority disclose any facts or information obtained therefrom except insofar as its official duty may require the same to be made public or in the event the interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this state. (Acts 1983, No. 83-514, p. 763, §21; §10-4-400; amended and renumbered by Act 2009-513, p. 967, §209; Act 2024-413, §1.)

Ala. Code § 10A-4-5.06 Penalty for False Statement, Etc.; Procedure Upon Failure to Answer Interrogatories.

10A-4-5.06. Penalty for False Statement, Etc.; Procedure Upon Failure to Answer Interrogatories. (a) Each officer and director of a professional corporation, domestic or foreign, who signs any certificate, statement, report, application, answer to an interrogatory, or other document filed pursuant to this article with the licensing authority having jurisdiction which is known to the officer or director to be false in any material respect, shall be deemed to be guilty of a Class C misdemeanor. (b) If any professional corporation, domestic or foreign, or individual shall fail to answer interrogatories directed to the professional corporation or to the individual under Section 10A-4-5.05, the licensing authority which propounded the interrogatories may seek an order from a circuit court with competent jurisdiction to compel an answer. (Acts 1983, No. 83-514, p. 763, §22; §10-4-401; amended and renumbered by Act 2009-513, p. 967, §209; Act 2024-413, §1.)

Ala. Code § 10A-4-5.07 Chapter Does Not Restrict Regulation by Licensing Authority.

10A-4-5.07. Chapter Does Not Restrict Regulation by Licensing Authority. (a) Nothing in this chapter shall restrict or limit in any manner the authority or duty of a licensing authority with respect to individuals rendering a professional service within the jurisdiction of the licensing authority. Nothing in this chapter shall restrict or limit any law, rule, or regulation pertaining to standards of professional conduct. (b) Nothing in this chapter shall limit the authority of a licensing authority to impose requirements in addition to those stated in this article on any professional corporation, domestic or foreign, within the jurisdiction of the licensing authority. (Acts 1983, No. 83-514, p. 763, §23; §10-4-402; amended and renumbered by Act 2009-513, p. 967, §209.)

Ala. Code § 10A-4-5.08 Application to Existing Corporations.

10A-4-5.08. Application to Existing Corporations. (a) The provisions of this chapter shall apply to all existing corporations organized under the statute formerly codified as Article 11 of Chapter 4, Title 10 and repealed by Acts 1983, No. 83-514, effective January 1, 1984; provided, that any professional corporation, or nonprofit corporation, in existence on December 31, 1983, in which duly licensed medical and dental professionals are stockholders, or in the case of a nonprofit professional corporation, render medical and dental services, shall be deemed to be in compliance with Sections 10A-4-2.01 and 10A-4-2.03, as amended, and other applicable provisions of this chapter. The repeal of a prior act by this chapter shall not impair, or otherwise affect, the organization or continued existence of an existing domestic professional corporation nor the right of any foreign professional corporation presently qualified to render professional services in this state to continue to do so without again qualifying to render professional services in this state. (b) Any unincorporated professional association organized under Article 1 of Chapter 30 may become subject to the provisions of this chapter by amending its certificate of association as a certificate of incorporation in compliance with this chapter, and delivering its certificate of incorporation to the Secretary of State for filing. (c) Any domestic nonprofit corporation rendering professional services may become subject to the provisions of this chapter by amending its certificate of incorporation in compliance with this chapter and delivering the amendment to its certificate of incorporation to the Secretary of State for filing. (d) The provisions of this chapter shall not apply to any unincorporated professional association now in existence under Section 10A-30-1.01, or to any domestic nonprofit corporation rendering professional services unless the association or nonprofit corporation voluntarily becomes subject to this chapter as herein provided, and nothing contained in this chapter shall alter or affect any existing or future right or privilege permitting or not prohibiting performance of professional services through the use of any other form of business organization. (Acts 1983, No. 83-514, p. 763, §24; Acts 1984, No. 84-259, p. 431, §1; Acts 1988, 1st Ex. Sess., No. 88-905, p. 474, §1; §10-4-403; amended and renumbered by Act 2009-513, p. 967, §209; Act 2020-73, §10; Act 2024-413, §1.)

Source: Alabama Legislature (alison.legislature.state.al.us)URL: https://alison.legislature.state.al.us/code-of-alabamaFetched: 10/20/2026