CHAPTER 594a
PROFESSIONAL SERVICE CORPORATIONS

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Sec. 33-182b. *(See end of section for amended version and effective date.) Corporations organized under other law.
Sec. 33-182i. *(See end of section for amended version and effective date.) Applicability of corporation law. Consolidation; merger.

      Sec. 33-182b. *(See end of section for amended version and effective date.) Corporations organized under other law. This chapter shall not apply to any corporation organized prior to or after May 29, 1969, to perform professional services to the public under any other provision of existing law specifically authorizing the rendition of professional services by a corporation. Any such corporation may bring itself within the provisions of this chapter by amending its certificate of incorporation in such manner as to be consistent with all the provisions of this chapter and by affirmatively stating in the amended certificate of incorporation that the shareholders have elected to bring the corporation within the provisions of this chapter. Any association formed and existing under the provisions of chapter 612 may bring itself within the provisions of this chapter by complying with the provisions of subsection (6) of section 34-82.

      (1969, P.A. 332, S. 2; P.A. 77-437, S. 6; P.A. 78-331, S. 15, 58.)

      *Note: On and after January 1, 2014, this section, as amended by section 54 of public act 11-241, is to read as follows:

      "Sec. 33-182b. Corporations organized under other law. This chapter shall not apply to any corporation organized prior to or after May 29, 1969, to perform professional services to the public under any other provision of existing law specifically authorizing the rendition of professional services by a corporation. Any such corporation may bring itself within the provisions of this chapter by amending its certificate of incorporation in such manner as to be consistent with all the provisions of this chapter and by affirmatively stating in the amended certificate of incorporation that the shareholders have elected to bring the corporation within the provisions of this chapter."

      (1969, P.A. 332, S. 2; P.A. 77-437, S. 6; P.A. 78-331, S. 15, 58; P.A. 11-241, S. 54.)

      History: P.A. 77-437 and P.A. 78-331 allowed associations formed and existing under chapter 612 to bring themselves within provisions of this chapter by complying with provisions of Sec. 34-82(6); P.A. 11-241 deleted provision re association formed and existing under Ch. 612 being able to bring itself within chapter by complying with Sec. 34-82(6), effective January 1, 2014.

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      Sec. 33-182i. *(See end of section for amended version and effective date.) Applicability of corporation law. Consolidation; merger. Chapter 601 is applicable to a corporation organized pursuant to this chapter except to the extent that any of the provisions of this chapter are interpreted to be in conflict with the provisions of chapter 601, in which event the provisions of this chapter shall take precedence with respect to a corporation organized pursuant to the provisions of this chapter. A professional corporation organized under this chapter may consolidate or merge only with another professional corporation organized under this chapter, a limited liability company organized under chapter 613, a partnership or limited liability partnership organized under chapter 614 or a medical foundation organized under chapter 594b, if such corporation, company, partnership or medical foundation is organized to render the same specific professional service. A merger or consolidation of any professional corporation organized under this chapter with any foreign corporation, foreign limited liability company, foreign partnership or foreign limited liability partnership is prohibited.

      (1969, P.A. 332, S. 9; P.A. 96-271, S. 165, 254; P.A. 03-18, S. 1; P.A. 09-212, S. 7.)

      *Note: On and after January 1, 2014, this section, as amended by section 34 of public act 11-241, is to read as follows:

      "Sec. 33-182i. Applicability of corporation law. Consolidation; merger. Chapter 601 is applicable to a corporation organized pursuant to this chapter except to the extent that any of the provisions of this chapter are interpreted to be in conflict with the provisions of chapter 601, in which event the provisions of this chapter shall take precedence with respect to a corporation organized pursuant to the provisions of this chapter. A professional corporation organized under this chapter may consolidate or merge with another professional corporation organized under this chapter, only if such corporation is organized to render the same specific professional service. A merger or consolidation of any professional corporation organized under this chapter with any foreign corporation is prohibited."

      (1969, P.A. 332, S. 9; P.A. 96-271, S. 165, 254; P.A. 03-18, S. 1; P.A. 09-212, S. 7; P.A. 11-241, S. 34.)

      History: P.A. 96-271 replaced references to chapter 599 with chapter 601, effective January 1, 1997; P.A. 03-18 added provisions authorizing consolidation or merger with a limited liability company organized under chapter 613 or a partnership or limited partnership organized under chapter 614, if organized to render the same professional service, added provisions prohibiting merger or consolidation with a foreign limited liability company, foreign partnership or foreign limited liability company and made technical changes, effective July 1, 2003; P.A. 09-212 added medical foundations organized under chapter 594b, effective July 1, 2009; P.A. 11-241 deleted provisions re merger or consolidation of a professional corporation with a limited liability company, partnership, limited liability partnership or medical foundation, effective January 1, 2014.

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