A professional corporation, as the name implies, is a corporation made up exclusively of licensed professionals. Licensed professionals are those people who have been legally authorized to provide a professional service to the public that requires a license prior to rendering the service.
A professional corporation may render:
- One specific type of professional service and services ancillary thereto; or
- Two or more kinds of professional services that are specifically authorized to be practiced in combination under North Dakota's licensing laws of each of the professional services to be rendered.
A professional corporation is created, and otherwise operates and is treated, in the same manner as a general business corporation. See General Business Corporation. However, at the time of filing the articles of incorporation with the Secretary of State, the professional corporation must also provide certification from the respective licensing board evidencing licensure of all shareholders.
A professional corporation using a trade name in the transaction of business must file a Trade Name Registration with the Secretary of State. A trade name is a name other than the corporate name.
The Trade Name Registration:
- Affords exclusive right to that name in the State of North Dakota. No other business may file a name with the Secretary of State that is the same as, or deceptively similar, to any registered name.
- Establishes a public record from which the name of the corporation using the name can be identified.
Foreign Professional Corporation
A foreign professional corporation is one that has filed articles of incorporation under laws other than the laws of North Dakota. "Foreign" refers to corporations organized in jurisdictions out-of-state as well as out-of-country.
A foreign professional corporation must obtain a certificate of authority from the Secretary of State:
- To provide professional services in North Dakota, or
- To obtain any license or permit issued according to North Dakota laws.
At the time of registration with the Secretary of State, the professional corporation must also provide certification from the respective licensing board evidencing licensure of all members practicing in North Dakota.
A foreign professional corporation using a name other than its corporate name must comply with the Trade Name Registration requirement as described above.