Creation

V.S.A. tit. 11, ch. 4, subch. 2

in effect

11 V.S.A. § 820 Election of professional corporation status

820. Election of professional corporation status (a) One or more persons may incorporate a professional corporation by delivering to the Secretary of State for filing articles of incorporation that state: (1) it is a professional corporation; and (2) its purpose is to render the specified professional service. (b) A corporation incorporated under a general law of this State may elect professional corporation status by amending its articles of incorporation to comply with subsection (a) of this section and 11A V.S.A. chapter 10. Added 2001, No. 77 (Adj. Sess.), § 1.

11 V.S.A. § 821 Purposes

821. Purposes (a) Except to the extent authorized by subsection (b) of this section, a corporation may elect professional corporation status under section 820 of this title, solely for the purpose of rendering professional services (including services ancillary to them) and solely within a single profession. (b) A corporation may elect professional corporation status under section 820 of this title for the purpose of rendering professional service within two or more professions, and for the purpose of engaging in any lawful business authorized by 11A V.S.A. § 3.01, to the extent the combination of professional purposes or of professional and business purposes is authorized by the licensing law of this State applicable to each profession in the combination. Added 2001, No. 77 (Adj. Sess.), § 1.

11 V.S.A. § 822 General powers

822. General powers (a) Except as provided in subsection (b) of this section, a professional corporation has the powers enumerated in 11A V.S.A. § 3.02. (b) A professional corporation may be a promoter, general partner, member, associate, or manager of a partnership, joint venture, trust, or other entity, only if the entity is engaged solely in rendering professional service or in carrying on business authorized by the professional corporation’s articles of incorporation. Added 2001, No. 77 (Adj. Sess.), § 1.

11 V.S.A. § 823 Rendering professional services

823. Rendering professional services (a) A domestic or foreign corporation may render professional services in this State through individuals licensed or otherwise authorized in this State to render the services. (b) Subsection (a) of this section does not: (1) require an individual employed by a professional corporation to be licensed to perform services for the corporation if a license is not otherwise required; (2) prohibit a licensed individual from rendering professional services in his or her individual capacity although the individual is a shareholder, director, officer, employee, or agent of a domestic or foreign professional corporation; (3) prohibit an individual licensed under a law other than the law of this State from rendering professional services for a domestic or foreign professional corporation in this State if not prohibited by the licensing authority. Added 2001, No. 77 (Adj. Sess.), § 1.

11 V.S.A. § 824 Prohibited activities

824. Prohibited activities (a) A professional corporation may not render any professional service or engage in any business other than the professional service and business authorized by its articles of incorporation. (b) Subsection (a) of this section does not prohibit a professional corporation from investing its funds in real estate, mortgages, securities, or any other type of investment. Added 2001, No. 77 (Adj. Sess.), § 1.

11 V.S.A. § 825 Corporate name

825. Corporate name (a) The name of a domestic professional corporation and of a foreign professional corporation authorized to transact business in this State, in addition to satisfying the requirements of 11A V.S.A. §§ 4.01 and 15.06: (1) must contain the words “professional corporation,” “professional association,” “limited,” or “service corporation” or the abbreviation “P.C.,” “P.A.,” “LTD.,” or “S.C.”; (2) may not contain language stating or implying that it is incorporated for a purpose other than that authorized by section 821 of this title and its articles of incorporation; and (3) must conform with any rule promulgated by the licensing authority having jurisdiction over a professional service described in the corporation’s articles of incorporation. (b) 11A V.S.A. §§ 4.01 and 15.06 do not prevent the use of a name otherwise prohibited by those sections, if it is the personal name of a shareholder or former shareholder of the domestic or foreign professional corporation or the name of an individual who was associated with a predecessor of the corporation. (c) A person intending to operate a postsecondary school, as defined in 16 V.S.A. §§ 176 and 176a, shall apply for a certificate of approval from the State Board of Education prior to registering a name under this section. Added 2001, No. 77 (Adj. Sess.), § 1; amended 2003, No. 107 (Adj. Sess.), § 15.

Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/11/004Fetched: 10/21/2026