O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-7-3 (2019)

Election to practice as professional corporation; application

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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A person or a group of persons licensed to practice a profession in this state may elect to practice as a professional corporation by complying with this chapter, irrespective of any law which, on March 11, 1970, prohibited the practice of the profession by a corporation. The articles of incorporation of a professional corporation shall be filed, and the professional corporation shall be organized, under Chapter 2 of this title; and the professional corporation shall pay the fees and costs prescribed therein. The articles shall state that the purpose of the corporation is to practice the profession named in the articles and that the corporation elects to be governed by this chapter. Any corporation organized under the general corporation laws of this state or any professional association organized under Chapter 10 of this title may elect to be governed by this chapter by amending its articles of association so as to make such election and so as to comply with the other requirements of this chapter and with the laws applicable to corporations generally in this state which are not inconsistent with the express provisions of this chapter. A professional corporation and the shareholders of the corporation in their capacity as shareholders shall enjoy the rights, privileges, and immunities and shall be subject to the obligations and liabilities of other corporations organized for profit under Chapter 2 of this title and those of the shareholders of such corporations, except as changed, restricted, or enlarged by this chapter. Professional associations organized under Chapter 10 of this title are expressly authorized to continue to perform professional services pursuant to that Chapter 10 of this title without electing to comply with this chapter.

History

(Ga. L. 1970, p. 243, § 3.)

Annotations

Law reviews. - For article, ‘‘Liability Limbo: Are Incorporated Lawyers in Georgia Really Free from Personal Liability

When Their Fellow Shareholders Misbehave?,’’ see 15 Ga. St. U. L. Rev. 1047 (1999).

JUDICIAL DECISIONS Professional corporation must adhere to general corporate requirements. - While a professional corporation and its principals labor under some limitations not inherent to other profit-making enterprises, at minimum they must adhere to general corporate

requirements. Quinn v. Cardiovascular Physicians, 254 Ga. 216, 326 S.E.2d 460 (1985). Architectural firm is capable of being liable for professional malpractice. - The fact that an architectural firm is not a professional corporation does not

CORPORATIONS & PARTNERSHIPS

mean it is incapable of committing and being liable for professional malpractice by and through its individual agents. This is so, because, under O.C.G.A. § 43-4-10(c), a corporation may not be registered to practice architecture but may practice only through registered individuals. Housing Auth. v. Gilpin & Bazemore/Architects & Planners, Inc., 191 Ga. App. 400, 381 S.E.2d 550, appeal dismissed, 259 Ga. 435, 383 S.E.2d 867 (1989). Liability of lawyers as shareholders

in professional corporation. - Lawyers may practice their profession as shareholders in a professional corporation with the same rights and responsibilities as shareholders in other professional corporations; thus, lawyers in a professional corporation were not jointly and severally liable for the professional misconduct of the majority shareholder; overruling First Bank & Trust Co. v. Zagoria, 250 Ga. 844, 302 S.E.2d 674 (1983). Henderson v. HSI Fin. Servs., Inc., 266 Ga. 844, 471 S.E.2d 885 (1996).

OPINIONS OF THE ATTORNEY GENERAL The clear intent of the Georgia Professional Corporation Act (see now O.C.G.A. Ch. 7, T. 14) was to limit the right to incorporate to those professions enumerated in the definition of ‘‘profession.’’ 1977 Op. Att’y Gen. No. 77-14. When nurse anesthetist may incor-

porate. - Nurse anesthetist may not incorporate under the Georgia Professional Corporation Act (see now O.C.G.A. Ch. 7, T. 14) unless also licensed to practice medicine or one of other professions enumerated in that Act. 1977 Op. Att’y Gen. No. 77-14.

RESEARCH REFERENCES Am. Jur. 2d. - 18 Am. Jur. 2d, Corporations, § 43. ALR. - Recovery back of money paid to unlicensed person required by law to have occupational or business license or permit to make contract, 74 ALR3d 637. Right of professional corporation to re-

cover damages based on injury or death of attorney or doctor associate, 74 ALR3d 1129. Issues pertaining to ownership of professional corporation as affected by resignation from corporate practice by active shareholder, 32 ALR4th 921.

Notes of Decisions
Cited in 7 cases, 1985–2012 · leading case: Quinn v. Cardiovascular Physicians, P. C., 326 S.E.2d 460 (Ga. 1985).
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Quinn v. Cardiovascular Physicians, P. C., 326 S.E.2d 460 (Ga. 1985). · cites it 2× “OCGA § 14-7-3 provides: “A professional corporation and the shareholders of the corporation in their capacity as shareholders shall enjoy the rights, privileges, and immunities and shall be subject to the obligations and liabilities of other corporations organized for profit…”
Henderson v. HSI Fin. Servs., Inc., 471 S.E.2d 885 (Ga. 1996). · cites it 2× “…(Georgia Professional Association Act); §§ 14-11-100 to 14-11-1109 (Georgia Limited Liability Company Act). 11 OCGA § 14-7-3. 12 OCGA § 14-2-622.”
Clarence L. Martin, P.C. v. Wallace, 546 S.E.2d 55 (Ga. Ct. App. 2001). · cites it 2× “Under the statutory provisions governing judicial in rem tax foreclosures, prior to the sale of property for delinquent taxes, “any interested party may redeem the property from the sale by payment of the redemption amount” to the tax sale petitioner.”
Health Horizons, Inc. v. State Farm Mut. Auto. Ins., 521 S.E.2d 383 (Ga. Ct. App. 1999). · cites it 2× “hat prohibits a duly licensed physician in good standing or other health care professional who has a professional physician-patient relationship and has earned fees and incurred expenses for professional services rendered to his patient from assigning such choses in action to a…”
Kent v. Mitchell, 735 S.E.2d 110 (Ga. Ct. App. 2012). · cites it 2× “See OCGA § 14-7-3; Henderson v. HSI *116 Financial Svcs.”
Badische Corp. & Akzona Inc. v. Arnold L. Caylor David Siegel & Arnold L. Caylor & Co., P.C., 806 F.2d 231 (11th Cir. 1986). “See O.C.G.A. § 14-7-3. However, since we lack the district court’s guidance concerning plaintiffs' claim that Caylor's own negligence caused their injury and since the Georgia Supreme Court’s elucidation of Georgia law may be determinative, we decline to reach defendant Caylor’s…”
Jeffrey Kent v. Tina Mitchell (Ga. Ct. App. 2012). · cites it 2× “See OCGA § 14-7-3; Henderson v. HSI Financial Svcs.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.