ILCS » Chapter 805 · Act 10
Illinois Compiled Statutes

805 ILCS 10/3.4 (2026)

(a) "Professional Corporation" means:         (1) a corporation organized under this Act;        (2) an entity converted under the Entity Omnibus Act     to a corporation governed by this Act; or        (3) a foreign corporation domesticated under the     Entity Omnibus Act and governed by this Act; that is organized solely for the purpose of rendering one category of professional service or related professional services and which has as its shareholders, directors, officers, agents and employees (other than ancillary personnel) only individuals who are duly licensed by this State or by the United States Patent Office or the Internal Revenue Service of the United States Treasury Department to render that particular category of professional service or related professional services (except that the secretary of the corporation need not be so licensed), except that the registered agent of the corporation need not be licensed in such case where the registered agent is not a shareholder, director, officer or employee (other than ancillary personnel)

✓ current as of May 2026
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(805 ILCS 10/3.4) (from Ch. 32, par. 415-3.4)
    Sec. 3.4. (a) "Professional Corporation" means:
        (1) a corporation organized under this Act;
        (2) an entity converted under the Entity Omnibus Act
    
to a corporation governed by this Act; or
        (3) a foreign corporation domesticated under the
    
Entity Omnibus Act and governed by this Act;
that is organized solely for the purpose of rendering one category of professional service or related professional services and which has as its shareholders, directors, officers, agents and employees (other than ancillary personnel) only individuals who are duly licensed by this State or by the United States Patent Office or the Internal Revenue Service of the United States Treasury Department to render that particular category of professional service or related professional services (except that the secretary of the corporation need not be so licensed), except that the registered agent of the corporation need not be licensed in such case where the registered agent is not a shareholder, director, officer or employee (other than ancillary personnel).
    (b) A Professional Corporation may, for purposes of dissolution, have as its shareholders, directors, officers, agents and employees individuals who are not licensed by this State, provided that the corporation does not render any professional services nor hold itself out as capable of or available to render any professional services during the period of dissolution.
    The regulating authority shall not issue or renew any certificate of authority to a Professional Corporation during the period of dissolution.
    A copy of the certificate of dissolution, as issued by the Secretary of State, shall be delivered to the regulating authority within 30 days of its receipt by the incorporators.
(Source: P.A. 100-561, eff. 7-1-18.)

    
Notes of Decisions
Cited in 7 cases, 1996–2005 · leading case: Chatham Foot Specialists, P.C. v. Health Care Serv. Corp., 837 N.E.2d 48 (Ill. 2005).
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Chatham Foot Specialists, P.C. v. Health Care Serv. Corp., 837 N.E.2d 48 (Ill. 2005). · cites it 2× “” 805 ILCS 10/3.4(a) (West 2000). The Act defines the term “license” to include “a license, certificate of registration or any other evidence of the satisfaction of the requirements of this State *** for the practice of a professional service.”
Berlin v. Sarah Bush Lincoln Health Ctr., 664 N.E.2d 337 (Ill. App. Ct. 1996). · cites it 4× “See 805 ILCS 10/3.4, 3.6 (West 1994). Section 3.”
Ford Motor Credit Co. v. Sperry, 801 N.E.2d 954 (Ill. App. Ct. 2003). · cites it 2× “805 ILCS 10/3.4 (West 2000); 166 Ill.2d R.”
Riggs v. Woman to Woman, Obstetrics & Gynecology, P.C., 812 N.E.2d 1027 (Ill. App. Ct. 2004). “805 ILCS 10/3.4 (West 2002). Professional service corporations differ from ordinary business corporations in that only licensed professionals can be members or shareholders.”
Chatham Foot Specialist, P.C. v. Health Care Serv. Corp. Corrected opinion posted 10/11/05 (Ill. 2005). · cites it 2× “” 805 ILCS 10/3.4(a) (West 2000). The Act defines the term “license” to include “a license, certificate of registration or any other evidence of the satisfaction of the requirements of this State *** for the practice of a professional service.”
Ford Motor Credit Co. v. Sperry (Ill. App. Ct. 2003). “805 ILCS 10/3.4 (West 2000); 166 Ill. 2d R.”
Riggs v. Woman to Woman, Obstetrics & Gynecology, P.C. (Ill. App. Ct. 2004). “805 ILCS 10/3.4 (West 2002). Professional service corporations differ from ordinary business corporations in that only licensed professionals can be members or shareholders.”
— 805 ILCS 10/3.4(a) — 2 cases
Chatham Foot Specialists, P.C. v. Health Care Serv. Corp., 837 N.E.2d 48 (Ill. 2005). “” 805 ILCS 10/3.4(a) (West 2000). The Act defines the term “license” to include “a license, certificate of registration or any other evidence of the satisfaction of the requirements of this State *** for the practice of a professional service.”
Chatham Foot Specialist, P.C. v. Health Care Serv. Corp. Corrected opinion posted 10/11/05 (Ill. 2005). “” 805 ILCS 10/3.4(a) (West 2000). The Act defines the term “license” to include “a license, certificate of registration or any other evidence of the satisfaction of the requirements of this State *** for the practice of a professional service.”
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