T~EATTORXB~Y GESERAL 

OFTESAS 

Honorable Martin Dies, Jr. Opinion No.+551 

Secretary of State 

State Capitol Building Re: ..Construction of Senate Bill 

Austin, Texas 70711 589,,Acts of the 61st Legislature, Regular Session, 

Dear Mr. Dies: 

1969, Ch. 779, p. 2304 (The 

.Texas Professional Corporation 

Act). 

Your request for an opinion on the above subject 

matter poses the following questions: 

"1. When the Professional Corporation Act 

becomes effective on January 1, 1970, will the 

Professional Association Act be applicable only 

to physicians, surgeons, and other doctors of 

medicine, since the definition of ‘professional 

service' .in Section 3 of the Professional Association Act limits the provisions of that Act 

only to professional services.which 'by law cannot'be performed by a corporation'? 

“2. Other than those professions licensed 

by the Texas State Board of Medical Examiners, 

what professions, if any, are included within 

the phrase 'physicians, surgeons, and other 

doctors of medicine' as used in Section 3 of 

the Texas Professional Corporation Act? 

‘3. Does the amendment (Chapter 802, 

Ac’ts of the 61st Legislature, Regular Session) 

ts X-title 249a, Vernon's Annotated Civil 

Statutes, (architecture statute) have the effect 

of excluding architects from the provisions of 

the Texas Professional Corporation Act? 

"4. .Must the name of'a Professional CoTporation include words of incorporation in compliance with Article 2.OSA(l) of the Texas Business 

Corporation Act? 

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Hon. Martin Dies, Jr., page 2 (M-551) 

‘5, Must a Professional Corporation designate and maintain a registered office and agent 

within the State of Texas in compliance with 

Articles 3.02A(lO) and 2.09 of the Texas Business 

Corporation Act?” 

At the outset we note that the Professional Corporation 

Act (S.B. 589), the Professional Association Act (S.B. 745), and 

the amendment to the architecture statute 0i.B. 516), were all 

passed at the Regular Session of the Sixty-first Legislature, 1969. 

These three acts are in pari materia with the Texas Business 

Corporation Act, and all four acts must be construed in that context. 

QUESTIONS 1 C 2 

The 61st Legislature in its Regular Session, passed "The 

Texas Professional Corporation Act", Senate Bill 589, Chapter 779, 

page 2304, which,becomes effective January 1, 1970. . 

Section 3 of the above act sets forth a definition of 

"Professional Service" 

tion'. 

and also defines a 'Professional CorporaThis section reads as follows: 

"Sec. 3, as used in this Act, unless the 

context otherwise requires, the term:' 

:atlon of the generality of the foregoing provisions of this definition, the personal services 

rendered by architects, attorneys-at-law, certified 

public accountants, dentists, public accountants 

and veterinarians ; provided, however, that physicians, surgeons and other doctors of medicine are 

specifically excluded from the operations of this 

Act, since~ there are established precedents allowing them to associate for the practice of medicine 

in joint stock companies. 

"(b) 'Professional Corporation* means a 

corporation.organized under this.Act for the sole 
xon:Martin Dies, Jr., page 3 (M-551) 

and specific purpose of rendering professional 

service and which has as its shareholders only 

'individuals who themselves are duly licensed or 

otherwise duly authorized within this state to 

render the same professional service as the 

corporation.' (Emphasis added.) 

In construing the above.quoted statutory provisions 

this office concluded in Attorney General's Opinion M-539 (1969) 

that the provisions of Senate Bill 589 do not apply to corporations 

which perform professional services which could be legally performed by a corporation prior to the passage of the act. Attorney 

General's Opinion M-539 concluded that since a corporation could 

be legally organized under the Texas Business Corporation Act 

for the purpose of performing engineering services, the provisions of the Texas Professional Corporation Act do not apply 

to professional engineering services or to corporations which 

perform such services. 

fessional 

organized 

fessional 

Section 6 states that the purpose of the Texas ProCorporation Act was to authorize corporations to be 

for the purpose of rendering.one specific type of proservice and services ancillary thereto. 

not apply 

formed by 

In view of Section 3 of Senate Bill 589, the bill does 

to any professional service which could have been pera corporation prior to the.passage of this act. In . .._- _ -. ..a addition tne b~l toes not appry to pnysicians, surgeons MCI 

other doctors of medicine licensed by the Texas State Board of 

Medical Examiners, since these individuals are specifically 

exempted. Corporations are not legally authorized to practice 

medicine in view of the provisions of Article 4505, Vernon's 

Civil Statutes. Rockett v. Texas.State,.Board of Medical Examiners, 287 S.W.26 190 (Tex.Civ.App. 1956, error ref. n.r.e.). 

Senate Bill 745, Acts of the 61st Legislature, Regular 

Session, 1969, Ch. 840. p. 2513, authorizes the formation of a 

professional association. Section 2 of Senate Bill 745 provides: 

* (A) Fornation. Any one.or..more persons 

duly licensed to practice a.profession under 

the laws of this state may, by complying with 

this Act, form a professional association, a.8 

distinguished from either a partnership or a. 

corporation, by associating themselves for the 

purpose of performing professional services and 

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Hon. Martin Dies, Jr., page 4 (M-551) 

dividing the gains therefrom as stated in articles of association or bylaws.',, 

'(B). Activities. No professional association organized pursuant to this..Act shall engage in more than one type of professional service. 

* (C) Licenses. All hembers of the association shall.be.licensed to performthe type of 

professional service for which the-association 

is formed.” 

In view of the provisions of Section 2 of Senate Bill 

745, a professional association is not a corporation and the act 

applies to any person licensed to practice a profession under 

the laws of this State. Professional service as used in the 

provisions of Senate Bill 745 (Professional Association Act) is 

defined in Section 3 of Senate Bill 745 as follows: 

*As used in this Act, the term 'professional 

service8 means any type of personal service to 

the public which requires as a condition precedent 

to the rendering of such service the obtaining of 

a license, and which service by law cannot be 

performed by a corporation. The term 'license' 

includes a license, certificate of registration 

or any other evidence of the satisfaction of 

state requirements.' 

After the effective date, the Texas Professional Corporation Act (Senate Bill 589), the only pro?essional service which 

'is not permitted to be performed by a corporation is the professional service rendered by individuals licensed by the Texas 

State Board of Medical Examiners. In view of the provisions of 

Section 3 of Senate Bill 745 (Professional Association Act), it 

is our opinion that after January 1, 1970, the effective date of 

the Professional Corporation Act, the Professional Association 

Act applies only to individuals licensed by the Texas State 

Board of Medical Examiners. Our conclusion follows the.fact that 

after January 1, 1970, any professi'on except the practice of 

medicine, can be incorporated and the services can by law be performed by a corporation. 

' QUESTION 3 

House Bill 516, Acts of the 61st Legislature, Regular 
non. Martin Dies, Jr., page 5 (M-551) 

Session, 1969, Ch. 802, p. 2377, relating to architects, specifically authorises.the profession of architecture to be performed by 

a corporation. Said act became effective June 14, 1969. Therefore the question presented is whether the phrase aprior to the 

passage of this Act”, contained in Section 3 of the Professional 

Corporation Act, has the effect of excluding architects from its 

provisions since architectural services after June 14, 1969, could 

",;,e;f;rmed by a corporation pursuant to the provisions of House 

. 

The phrase "date of passage- has been construed by the 

3udiciarv of this State to mean the date the act becomes ooerative 

is a law. Scales v. Marshall, 96 Tex. 140, 70 S.W. 945 (1902); 

Glaveston, h. h.S;A..Ry Co. Y. State, 81 Tex. 572, 17 S.W. 67 

(1891)j Calvert.v...Gene;al Asphalt Co.. 409 S.W.2d 935 (Tex.Civ. 

App. 1966). 

The effective date of the Professional Corporation Act 

(Senate Bill SBg).is.January 1;!970, and its.prov$sions do not 

apply to.corporations which perform professional services .which 

could legally be performed by a corporation prior to the passage 

;fg;;; act (January 1, 1970). Attorney General's Opinion M-539 

. 

Therefore in answer to your.third question our answer 

is "yes'. You are advised that the provisions of’the Professional 

Corporation Act do not apply to architects.orto corporations performing architectural services. Bowever, after June 14, 1969, 

architects could incorporate under the Texas Business Corporation 

Act, and they may continue to be so incorporated. 

$&lESTXGNS 4 L 5 

subaivis,ion (A) of Article 2.05 of the Business 

Corporation Act requires that the corporate name shall contain 

-the word corporation, company or..incorporated, or shall contain 

an abbreviation of such words and @hall contain additional 

words as may be required by law. Section 5 of Senate Bill 589 

(Prcfessional Corporation Act) provides that the Texas Business 

Corporati&n Act rhall be applicable to-professional corporations 

exaept to the extent that the provisions of the Texas Burinesa 

.Corporation. Act conflict with the provilioni of the Professional 

Corporation Act. 
Hon. Rartin Dies, Jr., page 6 (M-551) 

In answer to Question 5 you are likewise advised that 

the provisions. of Subdivision 10 of Article 3.02A and the provisions of Article 2.09 of the Texas Business Corporation Act 

are applicable to corporations formed under the Professional 

Corporation Act. 

SUMMARY 

The Professional Corporation Act (Senate Bill 

589, Acts of the 61st Legislature, Regular Session, 

1969, Ch. 719, p. 2304) applies to all professions 

which could not incorporate prior to the effective 

date of the act (January 1, 1970). After January 

1, 1970, the provisions of the Professional Association Act (Senate Bill 745, Acts of the 61st 

Legislature, Regular Session, 1969, Ch. 040, p. 

2513) are applicable only to individuals licensed 

to practice medicine by the Texas State 'Board of 

Medical Examiners. The effect.of,the 1969 amendment to the architecture statute.(Chapter 802, 

Acts of the 61st Legislature, amending Article 

259a, Vernon's Civil Statutes) was to exclude 

architects from the provisions of the Texas. Professional Corporation Act, but architects may incorporate under the Texas Business Corporation 

Act. The provisions of Article 2.OSA(l), 2.09 and 

3.02A(lO) of the Texas Business Corporation Act 

are applicable to all corporations formed under 

the Professional Corporation Act.n 

Prepared by John Reeves 

Assistant Attorney General 
Ron. Martin Dies, Jr., page 'I (M-551) 

APPROVED: 

OPINION COMMITTEE 

Kerns Taylor, Chairman 

Alfred Walker, Co-Chairman 

Sam Jones 

Bill Allen 

Richard Chote 

Wardlow Lane 

MEADE F. GRIFFIN 

Staff Legal Assistant 

NOLA WHITE 

First Assistant 

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