3.2 (1) This Act and the regulations apply with respect to a professional corporation except as otherwise set out in this section and sections 3.1, 3.3 and 3.4 and the regulations.  2000, c. 42, Sched., s. 2. Conditions for professional corporations (2) Despite any other provision of this Act but subject to subsection (6), a professional corporation shall satisfy all of the following conditions: 1.  All of the issued and outstanding shares of the corporation shall be legally and beneficially owned, directly or indirectly, by one or more members of the same profession. 2.  All officers and directors of the corporation shall be shareholders of the corporation. 3.  The name of the corporation shall include the words “Professional Corporation” or “société professionnelle” and shall comply with the rules respecting the names of professional corporations set out in the regulations and with the rules respecting names set out in the regulations or by-laws made under the Act governing the profession. 4.  The corporation shall not have a number name. 5.  The articles of incorporation of a professional corporation shall provide that the corporation may not carry on a business other than the practice of the profession but this paragraph shall not be construed to prevent the corporation from carrying on activities related to or ancillary to the practice of the profession, including the investment of surplus funds earned by the corporation.  2000, c. 42, Sched., s. 2; 2002, c. 22, s. 8; 2005, c. 28, Sched. B, s. 1 (1); 2017, c. 20, Sched. 6, s. 2. Deemed compliance (2.1) A professional corporation that has a name that includes the words “société professionnelle” shall be deemed to have complied with the requirements of subsection 10 (1).  2004, c. 19, s. 3 (1). Corporate acts not invalid (3) No act done by or on behalf of a professional corporation is invalid merely because it contravenes this Act.  2000, c. 42, Sched., s. 2. Voting agreements void (4) An agreement or proxy that vests in a person other than a shareholder of a professional corporation the right to vote the rights attached to a share of the corporation is void.  2000, c. 42, Sched., s. 2. Unanimous shareholder agreements void (5) Subject to subsection (6), a unanimous shareholder agreement in respect of a professional corporation is void unless each shareholder of the corporation is a member of the professional corporation.  2000, c. 42, Sched., s. 2; 2005, c. 28, Sched. B, s. 1 (2). Special rules, health profession corporations (6) The Lieutenant Governor in Council may make regulations, (a)  exempting classes of health profession corporations, as defined in section 1 (1) of the Regulated Health Professions Act, 1991, from the application of subsections (1) and (5) and such other provisions of this Act and the regulations as may be specified and prescribing terms and conditions that apply with respect to the health profession corporations in lieu of the provisions from which they are exempted; (b)  exempting classes of the shareholders of those health profession corporations from the application of subsections 3.4 (2), (4) and (6) and such other provisions of this Act and the regulations as may be specified and prescribing rules that apply with respect to the shareholders in lieu of the provisions from which they are exempted; (c)  exempting directors and officers of those health profession corporations from the application of such provisions of this Act and the regulations as may be specified and prescribing rules that apply with respect to the directors and officers in lieu of the provisions from which they are exempted.  2005, c. 28, Sched. B, s. 1 (3). Section Amendments with date in force (d/m/y) 2000, c. 42, Sched., s. 2 - 01/11/2001 2002, c. 22, s. 8 - 09/12/2002 2004, c. 19, s. 3 (1) - 01/06/2005 2005, c. 28, Sched. B, s. 1 (1-3) - 01/01/2006 2017, c. 20, Sched. 6, s. 2 - 14/11/2017