United States — Arizona
ARS § 10-2202
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Chapters 1 through 17 apply to professional corporations, including domestic and foreign ones, unless an express provision of this chapter conflicts.
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United States — Arizona
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Chapters 1 through 17 apply to professional corporations, including domestic and foreign ones, unless an express provision of this chapter conflicts.
United States — Arizona
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This section lets certain people form a professional corporation by filing a certificate of disclosure and required articles of incorporation, and lets certain existing corporations elect professional corporation status by amending their articles.
United States — Arizona
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A corporation may elect professional corporation status for professional services, but only within the limits stated here.
United States — Arizona
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A professional corporation may take the powers listed in section 10-302, and it may act as certain kinds of partner or manager only when the other entity is devoted solely to professional services or to business allowed by the corporation’s articles.
United States — Arizona
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Professional corporations may provide professional services only through individuals licensed in this state, subject to stated exceptions.
United States — Arizona
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A professional corporation may not do business outside its authorized professional services, except for incidental or inconsequential other activity, and it may invest in or own specified types of property and investments.
United States — Arizona
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Professional corporation names must include certain words or abbreviations, must not suggest an unauthorized purpose, and must follow any applicable licensing-authority rule.
United States — Arizona
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A professional corporation may issue voting shares and related rights only to specified licensed or qualified recipients, with limited exceptions.
United States — Arizona
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A professional corporation does not have to put transfer-restriction notices on share certificates or otherwise give them to shareholders.
United States — Arizona
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Some voting shares and related rights in a professional corporation may be transferred or pledged only to specified persons; transfers that violate this rule are void.
United States — Arizona
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A professional corporation must buy a shareholder’s voting shares when the shareholder dies, dissolves, or becomes disqualified, unless subsection C applies or the shares are otherwise acquired in time.
United States — Arizona
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When shares must be bought under section 10-2223 and the price is not already fixed, the professional corporation must send the disqualified shareholder a written purchase offer with certain financial statements attached.
United States — Arizona
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This section lets a disqualified shareholder or the corporation start a court proceeding to determine the fair value of the shares, and it gives the shareholder rights to judgment and interest if the court sets value.
United States — Arizona
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In an appraisal proceeding, the court must determine the proceeding’s costs and normally assess them against the professional corporation, but it can shift costs to the disqualified shareholder in some cases. The court may also assess the shareholder’s counsel and expert fees against the corporation if the shareholder’
United States — Arizona
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If disqualified shares are not acquired in time, the professional corporation must immediately cancel them, and the disqualified shareholder keeps only the right to payment of the price set in section 10-2223(B).
United States — Arizona
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This section defines “disqualified shareholder.”
United States — Arizona
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A professional corporation must ensure that at least half of its directors, and its president if it has one, are licensed in this or another state to provide the professional service named in its articles.
United States — Arizona
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Only a qualified person may be appointed as proxy to vote shares of a professional corporation, and a voting trust is valid only if all trustees and beneficiaries are qualified persons.
United States — Arizona
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This chapter must not be read to change any law governing the relationship between people who provide and receive professional services.
United States — Arizona
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This section says the chapter does not change any legally recognized privilege for communications between a professional service provider and the person receiving the services.