Alabama Administrative Code › Title 270 - BOARD OF DENTAL EXAMINERS OF ALABAMA › Chapter 270-X-4 - MISCELLANEOUS › Section 270-X-4-.01 - Professional Corporations And Professional Associations

Current through Register Vol. 42, No. 9, June 28, 2024
(1) Professional Corporations.
(a) This rule is promulgated pursuant to the
					Revised Alabama Professional Corporation Act,
Code of Ala.
					1975
, §§
									10-4-380,
et
seq
. This rule shall apply to professional
					corporations formed after January 1, 1984, by dentists licensed to practice
					dentistry in the State of Alabama and all professional corporations formed
					prior to January 1, 1984, which are governed by the provisions of the
					above-referenced portion of the
Code of Ala. 1975
, and
					those professional associations formed prior to January 1, 1984 which amend
					their Articles of Association as provided in
Code of Ala.
					1975
, §
									10-4-403(b).
(b) Any dentist or group thereof licensed to
					practice dentistry in the State of Alabama who desires to render dental
					professional services as a corporation in this state shall comply with the
					provisions of
Code of Ala. 1975
, §10A-4-1-.01, et
					seq. and this rule.
(c) The names
					of professional corporations shall be governed by the provisions of
Code of Ala. 1975
, §
									10A-1-5.08.
					If the corporate name of the professional corporation utilizes the name or
					names of the dentist(s) who are employees of or shareholders in the
					professional corporation, then such corporate name shall include the
					designation "D.M.D." or "D.D.S." whichever is appropriate. In addition, the
					following requirements shall be applicable to professional corporations:
1. Practicing dentists forming or who formed
					a professional corporation may practice under a name other than the one(s) of
					the participating dentist(s) only if the following are met:
(i) That the name so selected should not
					suggest a non-profit or charitable activity or be false, fraudulent,
					misleading, or deceptive.
(ii) That
					the name of the dentist(s) and the words "professional corporation" or the
					abbreviation "P.C.," as required by
Code of Ala. 1975
,
					§
											10A-1-5.08,
					shall be displayed with similar prominence as the name so selected.
(d) Every professional
					corporation formed after January 1, 1984, shall file with the Board of Dental
					Examiners of Alabama a certified copy of the Articles of Incorporation and the
					Certificate of Authority, a complete list of the names and addresses of the
					shareholders and any and all subsequent amendments to the Articles of
					Incorporation, changes of ownership of any shares in the professional
					corporation or changes in the business address of the professional
					corporation.
(e) All professional
					corporations in existence on the effective date of the act and all professional
					associations which are hereinafter governed by the provisions of the act shall
					file a certified copy of all amendments to the Articles of Incorporation or
					Articles of Association with the Board of Dental Examiners of Alabama and a
					copy of any changes of ownership of any shares in the professional corporation
					or changes in the business address of the professional corporation or
					association.
(f) Every professional
					corporation or professional association governed by the provisions of the act
					shall file with the Board of Dental Examiners of Alabama a certified copy of
					any Articles of Dissolution or Articles of Merger or Consolidation with another
					professional corporation or association.
(g) All filings shall be within thirty (30)
					days of the effective date of the instrument or document filed.
(h) In addition to the requirements of
Code of Ala. 1975
, §
									10A-4-3.01,
					no shares may be transferred upon the books of the professional corporation or
					issued by the professional corporation until there is presented to and filed
					with the corporation a certificate by the Board of Dental Examiners of Alabama
					stating that the individual to whom the transfer is to be made or the shares
					issued is a qualified person as defined by
Code of Ala.
					1975
, §
									10A-4-1.03(6).
(i) In addition to the requirements of
Code of Ala. 1975
, §
									10A-4-3.06,
					no officers or members of the board of directors of a professional corporation
					who are not licensed to practice dentistry shall participate in any decision
					constituting the practice of dentistry.
(j) A foreign professional corporation
					rendering dental professional services in the State of Alabama shall, in
					addition to the requirements of
Code of Ala. 1975
,
					§
									10A-4-5.02,
					be subject to the following:
1. All
					shareholders of a foreign professional corporation who render dental
					professional services in Alabama shall be dentists licensed to practice
					dentistry in the State of Alabama.
(k) The Board of Dental Examiners of Alabama
					may propound interrogatories to any professional corporation under the
					provisions of
Code of Ala. 1975
, §
									10A-4-5.05.
(l) The Board of Dental Examiners of Alabama
					may request that the Attorney General initiate involuntary dissolution
					procedures against a professional corporation under the provisions of
Code of Ala. 1975
, §
									10A-4-5.01.
					In addition, the Board may certify to the Secretary of State the names of any
					foreign professional corporation which has given cause for revocation of its
					certificate of authority under the provisions of
Code of Ala.
					1975
, §
									10A-4-5.03.
(m) Every professional corporation subject to
					the provisions of the act rendering dental professional services shall file
					with the Board of Dental Examiners of Alabama a copy of the annual report
					required by
Code of Ala. 1975
, §
									10A-4-5.04.
					Financial or confidential information contained in the annual report may be
					disclosed or made public pursuant to the provisions of
Code of Ala.
					1975
, §
									10A-4-5.04(b).