2023 Illinois Compiled Statutes › Chapter 805 - BUSINESS ORGANIZATIONS › 805 ILCS 305/ - Professional Association Act.

(805 ILCS 305/0.01) (from Ch. 106 1/2, par. 100)
Sec. 0.01. 
		Short title. 
		This Act may be cited as the
Professional Association Act.
(Source: P.A. 86-1324.)
(805 ILCS 305/1) (from Ch. 106 1/2, par. 101)
Sec. 1. 
		
		Any 2 or more persons duly licensed to practice a profession under
the laws of this State may form a professional association, as
distinguished from either a partnership or a corporation, by associating
themselves for the purpose of rendering professional services or,
if the professional services are within the fields of medicine,
dentistry and nursing,
related professional services and dividing
the gains therefrom as
stated in articles of association.  Except for
an association formed for the purpose of rendering
professional services within the fields of medicine,
dentistry and nursing, no professional association organized
pursuant to this Act shall engage in more than one type of
professional service.  Each of the members of the association
shall be licensed to perform the type of professional service
or one of the related professional services for which the
association is formed.
(Source: P.A. 79-1072.)
(805 ILCS 305/2) (from Ch. 106 1/2, par. 102)
Sec. 2. 
		
		As used in this Act, the term "professional service" 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.
(Source: Laws 1961, p. 3061.)
(805 ILCS 305/2.1) (from Ch. 106 1/2, par. 102.1)
Sec. 2.1. 
		
		"Related professional services" means more than one
professional service which requires as a condition precedent to the rendering
thereof the obtaining of a license
from a State agency and includes only professional services
within the fields of medicine, dentistry and nursing.
(Source: P.A. 79-1072.)
(805 ILCS 305/3) (from Ch. 106 1/2, par. 103)
Sec. 3. 
		
		A professional association may adopt a name consisting of the full
or last name of one or more of the associates, followed by the term
"associated" or "association" or "and associates" or the abbreviation
"assoc." Nothing in this Act shall be construed as affecting "An Act in
relation to the use of an assumed name in the conduct or transaction of
business in this State", approved July 17, 1941, as heretofore or hereafter
amended.
(Source: Laws 1961, p. 3061.)
(805 ILCS 305/4) (from Ch. 106 1/2, par. 104)
Sec. 4. 
		
		A professional association may in its own name invest its funds in
real estate, mortgages, stocks, bonds, or any other type of investment, and
may own real or personal property necessary or appropriate for rendering
its professional service.
(Source: Laws 1961, p. 3061.)
(805 ILCS 305/5) (from Ch. 106 1/2, par. 105)
Sec. 5. 
		
		Each individual licensed in this State to perform professional
services who is employed by a professional association shall remain subject
to reprimand or discipline for his conduct under the provisions of the
licensing statute pursuant to which he is licensed.
(Source: Laws 1961, p. 3061.)
(805 ILCS 305/6) (from Ch. 106 1/2, par. 106)
Sec. 6. 
		
		This Act does not alter any law applicable to the relationship
between a person furnishing professional service and a person receiving
such professional service including liability arising out of such
professional service.
(Source: Laws 1961, p. 3061.)
(805 ILCS 305/7) (from Ch. 106 1/2, par. 107)
Sec. 7. 
		
		Articles of association may provide that a professional association
shall continue as a separate entity independent of its members, for all
purposes for such period of time as provided in the articles, or until
dissolved by a vote of 2/3 of the members, and shall continue
notwithstanding the death, legal disability
conviction for felony,
resignation, withdrawal, transfer of membership, retirement, or expulsion
of any one or more of the members (except the last surviving member), the
admission of or transfer of membership to any new member or members, or the
happening of any other event, which under the law of this State and under
like circumstances, would work a dissolution of a partnership. Articles may
provide that no member of a professional association shall have the power
to dissolve the association by his or her independent act of any kind.
(Source: P.A. 83-706.)
(805 ILCS 305/8) (from Ch. 106 1/2, par. 108)
Sec. 8. 
		
		A professional association organized pursuant to the provisions of
this Act shall be governed by a Board of Directors or an Executive
Committee elected by the members, and represented by officers elected by
the Board of Directors or Executive Committee, so that centralization of
management will be assured, and no member shall have the power to bind the
association within the scope of the association's business or profession
merely by virtue of his being a member of the association. Officers and
members of the Board of Directors or Executive Committee shall be members
of the professional association. Officers need not be members of the Board
of Directors or Executive Committee except that the President shall be a
member of the Board of Directors or Executive Committee. The members may
adopt such by-laws as they may deem proper, or the power to promulgate
by-laws of the association may be delegated by the articles of association
to the Board of Directors or Executive Committee of the professional
association, as the members may decide. Each member shall have such power
to cast such vote or votes at the meeting of the members as the articles of
association shall provide. The officers of the professional association may
employ such agents or employees of the association as they may deem
advisable. The officers of the association shall include a President, Vice
President, Secretary, Treasurer, and such other officers as the Board of
Directors or Executive Committee may determine. Any one person may serve in
more than one office provided that the President and the Secretary of the
professional association shall not be the same person.
(Source: Laws 1961, p. 3061.)
(805 ILCS 305/9) (from Ch. 106 1/2, par. 109)
Sec. 9. 
		
		Shares or units of ownership in a professional association shall be
transferable to persons licensed to perform the same type of professional
service as that for which the professional association was formed.
(Source: Laws 1961, p. 3061.)
(805 ILCS 305/10) (from Ch. 106 1/2, par. 110)
Sec. 10. Regulation of practice of law.
(a) The manner in which lawyers practice law under this Act is subject
to the powers of the Supreme Court to regulate the practice of law.
(b) A professional
association that is organized to practice law may not engage in the practice of
law without a certificate of registration from the Supreme Court of Illinois.
Application for registration shall be made in writing and shall contain the
name and address of the professional association and such other information as
may be required by the Supreme Court.  Upon receipt of the application, if the
Supreme Court finds that the members and shareholders are each licensed to
practice law, no disciplinary action is pending against any of them, and
it appears that the professional association will be conducted in compliance
with the law and the rules of the Supreme Court, the Supreme Court may issue,
upon payment of a registration fee of $50, a certificate of registration.
Upon written application of the certificate holder and upon completion of a
form prescribed by the Supreme Court, the Supreme Court may renew the
certificate if it finds that the professional association has complied with
the Supreme Court's rules and the provisions of this Act.  The fee for the
renewal of a certificate of registration is $40 per year.
The certificate of registration shall be conspicuously posted upon the
premises to which it is applicable, and the professional association may have
only those offices that are designated by street address in the articles of
association or as changed by amendment of those articles.  A certificate of
registration is not assignable.
(c) Moneys collected under this Section shall be deposited into the Supreme Court Special Purposes Fund.
(d) After the effective date of this amendatory Act of the 98th General Assembly, the amount of any fee collected under this Section may be set by Supreme Court rule, except that the amount of the fees shall remain as set by statute until the Supreme Court adopts rules specifying a higher or lower fee amount.
(Source: P.A. 98-324, eff. 10-1-13.)