North Carolina Administrative Code › Title 27 - STATE BAR › Chapter 01 - RULES AND REGULATIONS FOR THE NORTH CAROLINA STATE BAR › Subchapter E - REGULATIONS FOR ORGANIZATIONS PRACTICING LAW › Section .0100 - REGULATIONS FOR PROFESSIONAL CORPORATIONS AND PROFESSIONAL LIMITED LIABILITY COMPANIES PRACTICING LAW › Section 01E .0104 - MANAGEMENT AND FINANCIAL MATTERS

Current through Register Vol. 39, No. 2, July 15, 2024
(a)
				  "Management" At least one director and one officer of a professional
				  corporation and at least one manager of a professional limited liability
				  company shall be active members in good standing with the North Carolina State
				  Bar.
(b) "Authority Over
				  Professional Matters:" No person affiliated with a professional corporation or
				  a professional limited liability company, other than a licensee, shall exercise
				  any authority whatsoever over the rendering of professional services in North
				  Carolina or in matters of North Carolina law.
(c) "No Income to Disqualified Person" The
				  income of a professional corporation or of a professional limited liability
				  company attributable to the practice of law during the time that a shareholder
				  of the professional corporation or a member of a professional limited liability
				  company is legally disqualified to render professional services in North
				  Carolina or, if the shareholder or member is not licensed in North Carolina, in
				  any other jurisdiction in which the shareholder or member is licensed or after
				  a shareholder or a member becomes a judge, other adjudicatory officer, or the
				  holder of any other office, as specified in Rule .0102(a)(4) or .0102(b)(4) of
				  this subchapter, shall not in any manner accrue to the benefit of such
				  shareholder, or his or her shares, or to such member.
(d) "Stock of a Professional Corporation" A
				  professional corporation may acquire and hold its own stock.
(e) "Acquisition of Shares of Deceased or
				  Disqualified Shareholder" Subject to the provisions of
				  G.S.
				  55B-7, a professional corporation may make
				  such agreement with its shareholders or its shareholders may make such
				  agreement between themselves as they may deem just for the acquisition of the
				  shares of a deceased or retiring shareholder or a shareholder who becomes
				  disqualified to own shares under the Professional Corporation Act or under
				  these regulations.
(f) "Stock
				  Certificate Legend" There shall be prominently displayed on the face of all
				  certificates of stock in a professional corporation a legend that any transfer
				  of the shares represented by such certificate is subject to the provisions of
				  the Professional Corporation Act and these regulations.
(g) "Transfer of Stock of Professional
				  Corporation" When stock of a professional corporation is transferred to a
				  licensee, the professional corporation shall request that the secretary issue a
				  stock transfer certificate (Form PC-5; see Rule .0106(e) of this subchapter) as
				  required by
				  G.S.
				  55B-6. The secretary is authorized to issue
				  the certificate which shall be permanently attached to the stub of the
				  transferee's stock certificate in the stock register of the professional
				  corporation. The fee for such certificate shall be in an amount determined by
				  the council and shall be charged for each transferee listed on the stock
				  transfer certificate.
(h) "Stock
				  Register of Professional Corporation" The stock register of a professional
				  corporation shall be kept at the principal office of the corporation and shall
				  be subject to inspection by the secretary or his or her delegate during
				  business hours at the principal office of the corporation.
Authority
					 G.S.
					 84-23;
Readopted Eff. December 8,
					 1994;
Amended Eff. March 6, 1997; September 25,
					 2020.