Professional corporations registered in California are subject to regulation under the Moscone–Knox Professional Corporation Act (the “Act”). The Act, codified under California Corporations Code §§ 13400–13410, constitutes the general corporate law that governs professional corporations in California. A “professional corporation” is a corporation that is organized under general corporate law and that provides services in a single profession. According to California Corp. Code § 13401(b), professional corporations must register with the government agency that manages the state’s corporate registry. Professional corporations in California must maintain a valid certificate of registration, issued by the government agency that regulates the corporation’s specific profession, at all times that the corporation is in business.
California Corp. Code § 13400 et seq. applies to all professional corporations that possess the authority to operate as such a corporation under the Act. These corporations include, among others, accounting, dental, law, and medical corporations. However, some corporations, such as those that offer engineering services or real estate services are not considered professional corporations within the meaning of these sections. As such, the latter corporations are not necessarily subject to the regulations of California Corp. Code § 13400 et seq.
Before a professional corporation may register, it must first adopt a name. A corporation is free to adopt any name that does not violate applicable corporate laws or any laws that directly govern the corporation’s specific business. For instance, California Business & Professions Code § 1804 regulates the types of names that dental corporations may adopt. In addition, most government agencies that regulate professional corporations require such corporations to indicate in their name that they are in fact a professional corporation. Often, regulating bodies also require the corporation’s name to include the name of the person who is licensed to provide the services that constitute the corporation’s primary business. Generally, the California Secretary of State is unlikely to accept a corporate name that is likely to mislead or deceive the public. Nonetheless, the secretary may not deny a corporate name that complies with the regulations under California Corp. Code § 13409.
In order to register as a professional corporation, a company must issue articles of incorporation that comply with applicable law. The articles must contain the exact name of the corporation along with a specific statement indicating that the corporation is registering as a professional corporation under the Professional Corporations Act, California Corp. Code § 13404.
The experienced attorneys at the Law Offices of Salar Atrizadeh can help newly formed corporations comply with the specific registration requirements under California’s Corporations Code. Our firm successfully handles litigation and transactional work pertaining to the formation and operation of California professional corporations.