2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 89 - Limited Liability Companies › Section 8996 - Restrictions

§ 8996. Restrictions.
(a) Purposes of restricted professional companies.--
A restricted professional company shall not engage in any business other than conducting the practice of the restricted professional service or services for which it was specifically organized, except that a restricted professional company may:
(1) Own real and personal property necessary for or appropriate or desirable in the fulfillment or rendering of its specific restricted professional service or services and it may invest its funds in real estate, mortgages, stocks, bonds or any other type of investment.
(2) Be a partner, shareholder, member or other owner of a partnership, corporation, limited liability company or other association engaged in the business of rendering the restricted professional service or services for which the restricted professional company was organized.
(b) Ownership and governance of restricted professional companies.--
Except as otherwise provided by a statute, rule or regulation applicable to a particular profession, all of the ultimate beneficial owners of membership interests in and all of the managers, if any, of a restricted professional company shall be licensed persons.
(c) Rendering restricted professional services.--
(1) A restricted professional company may lawfully render restricted professional services only through licensed persons. The company may employ persons not so licensed but those persons shall not render any restricted professional services rendered or to be rendered by it.
(2) Paragraph (1) shall not be interpreted to preclude the use of clerks, secretaries, nurses, administrators, bookkeepers, technicians and other assistants or paraprofessionals who are not usually and ordinarily considered by law, custom and practice to be rendering the restricted professional service or services for which the restricted professional company was organized nor to preclude the use of any other person who performs all his employment under the direct supervision and control of a licensed person. A person shall not under the guise of employment render restricted professional services unless duly licensed or admitted to practice as required by law.
(3) Notwithstanding any other provision of law, a restricted professional company may charge for the restricted professional services rendered by it, may collect those charges and may compensate those who render the restricted professional services.
(d) Application.--
For purposes of applying subsection (a):
(1) The practice of the restricted professional service of public accounting shall be deemed to include:
(i) the provision of one or more kinds of services involving the use of accounting or auditing skills, including, without limitation, the issuance of reports on financial statements;
(ii) the provision of one or more kinds of management advisory, financial advisory or consulting services; and
(iii) the preparation of tax returns or the furnishing of advice on tax matters.
(2) A restricted professional company shall not engage in the conduct of the business of or own directly or indirectly any equity interest in:
(i) A clinical laboratory as defined in section 2 of the act of September 26, 1951 (P.L.1539, No.389), known as The Clinical Laboratory Act.
(ii) A blood bank as defined in section 3 of the act of December 6, 1972 (P.L.1614, No.335), known as the Pennsylvania Blood Bank Act.
(iii) A health care facility as defined in section 802.1 of the act of July 19, 1979 (P.L.130, No.48), known as the Health Care Facilities Act.
(iv) An ambulatory service facility as defined in section 3 of the act of July 8, 1986 (P.L.408, No.89), known as the Health Care Cost Containment Act.
(v) A kidney treatment center or a hemodialysis center.
(3) The practice of the restricted professional service of law shall be deemed to include the following activities when conducted incidental to the practice of law:
(i) serving as an attorney-in-fact, guardian, custodian, executor, personal representative, trustee or fiduciary;
(ii) serving as a director or trustee of a corporation for profit or not-for-profit, manager of a limited liability company or a similar position with any other form of association;
(iii) testifying, teaching, lecturing or writing about any topic related to the law;
(iv) serving as a master, receiver, arbitrator or similar official;
(v) providing actuarial, insurance, investment, estate and trust administration, tax return preparation, financial and other similar services and advice; and
(vi) conducting intellectual property and other real and personal property title searches and providing other title insurance agency services.
(June 22, 2001, P.L.418, No.34, eff. 60 days)
2001 Amendment.
Act 34 amended subsec. (b) and added subsec. (d)(3).
Cross References.
Section 8996 is referred to in sections 8911, 8941, 8997, 8998 of this title.