# Title 10 — Corporations

## Chapter 10-31 — Professional Organizations Act

### § 10-31-01. Definitions.

As used in this chapter, unless the context otherwise requires:
1. "Create" means to form an organization by:
a. Incorporating a professional corporation;
b. Organizing a professional limited liability company; or
c. Registering a professional limited liability partnership.
2. "Executive" means an officer or a director of a professional corporation, a manager or
a governor of a professional limited liability company, or a partner of a professional
limited liability partnership.
3. "Foreign limited liability partnership" has the meaning set forth in section 45-22-01.
4. "Foreign professional organization" means a professional organization that is created
under laws other than the laws of this state for purposes for which a professional
organization may be created under this chapter.
5. "Minority owner" means an owner of a professional organization:
a. Who is not licensed or otherwise legally authorized within this state to render the
same professional service as the organization;
b. Who provides a service to the organization which is ancillary to the organization's
professional service;
c. Who does not provide that owner's service to the public through the organization;
and
d. Who is expressly authorized under subsection 3 of section 10-31-04.
6. "Owner" means a shareholder of a professional corporation, a member of a
professional limited liability company, or a partner of a limited liability partnership.
7. "Professional corporation" or "corporation" means a corporation that is incorporated
under this chapter for the purpose of rendering professional service and which has as
its shareholders only:
a. Individuals who themselves are licensed or otherwise legally authorized within
this state to render the same professional service as the corporation;
b. Nonlicensed employees as provided in section 10-31-07.1; and
c. Minority owners.
8. "Professional limited liability company" or "limited liability company" means a limited
liability company that is organized under this chapter for the purpose of rendering
professional service and which has as its members only:
a. Individuals who themselves are licensed or otherwise legally authorized within
this state to render the same professional service as the limited liability company;
b. Nonlicensed employees as provided in section 10-31-07.2; and
c. Minority owners.
9. "Professional limited liability partnership" or "limited liability partnership" means a
limited liability partnership that is registered under this chapter for the purpose of
rendering professional service, is not a foreign limited liability partnership, and has as
its partners only:
a. Individuals who are licensed or otherwise legally authorized within this state to
render the same professional service as the limited liability partnership;
b. Nonlicensed employees as provided in section 10-31-07.1; and
c. Minority owners.
10. "Professional organization" or "organization" means:
a. A professional corporation that is incorporated under this chapter;
b. A professional limited liability company that is organized under this chapter; or
c. A professional limited liability partnership that is registered under this chapter.
11. "Professional service" means the personal service to the public which requires a
license as a condition precedent to the rendering of such service and which requires
as a condition of licensure an undergraduate or advanced college degree in the
specific field.

### § 10-31-02. Articles of incorporation.

1. One or more individuals may incorporate a professional organization in the form of a
corporation for the practice of a profession by filing articles of incorporation with the
secretary of state. The articles of incorporation must meet the requirements of chapter
10-19.1 and contain the following:
a. The profession to be practiced through the professional corporation; and
b. The names and residence addresses of all of the original shareholders of the
professional corporation who will practice the profession in this state and of the
original shareholders of the professional corporation who are minority owners.
2. At the time the articles of incorporation are filed with the secretary of state, the
professional corporation also shall file:
a. A certificate from the regulating board of the profession involved that each of the
directors and shareholders of voting shares who will practice the profession in
this state, if any, is licensed to practice the profession in this state; or
b. If there is one or more minority owners, a certificate from the regulating board of
the profession of the corporation certifying that each of the directors and
shareholders of voting shares who will practice the profession in this state, if any,
is licensed to practice the profession in this state and a certificate from the
corporation identifying the minority owners who are exempt from the licensing
requirement and the express law authorizing minority ownership.
### § 10-31-02.1. Articles of organization.

1. One or more individuals may organize a professional organization in the form of a
limited liability company for the practice of a profession by filing articles of organization
with the secretary of state. The articles of organization must meet the requirements of
chapter 10-32.1 and must contain the following:
a. The profession to be practiced through the professional limited liability company;
and
b. The name and residence address of each original member of the professional
limited liability company who will practice the profession in this state and of each
original member of the professional limited liability company who is a minority
owner.
2. At the time the articles of organization are filed with the secretary of state, the
professional limited liability company also shall file:
a. A certificate from the regulating board of the profession involved that each of the
governors and members who will practice the profession in this state, if any, is
licensed to practice the profession in this state; or
b. If there is one or more minority owners, a certificate from the regulating board of
the profession of the limited liability company certifying that each of the governors
and members who will practice the profession in this state, if any, is licensed to
practice the profession in this state and a certificate from the limited liability
company identifying the minority owners and the express law authorizing minority
ownership.
### § 10-31-02.2. Registration.

1. Two or more individuals may register a professional organization in the form of a
limited liability partnership or a foreign professional organization in the form of a
foreign limited liability partnership for the practice of a profession by filing the
registration required under section 45-22-03 with the secretary of state. The
registration must meet the requirements of chapter 45-22 and contain the following:
a. The profession to be practiced through the professional limited liability
partnership or foreign limited liability partnership; and
b. The names and residence addresses of all of the partners of the professional
limited liability partnership or foreign limited liability partnership who will practice
the profession in this state.

2. At the time the registration is filed with the secretary of state, the professional limited
liability partnership or foreign limited liability partnership also shall file:
a. A certificate from the regulating board of the profession involved that each of the
partners who will practice the profession in this state is licensed to practice the
profession in this state; or
b. If there is one or more minority owners, a certificate from the regulating board of
the profession of the limited liability partnership certifying that each of the
partners who will practice the profession in this state, if any, is licensed to practice
the profession in this state and a certificate from the limited liability partnership
identifying the minority owners and the express law authorizing minority
ownership.
### § 10-31-03. Applicability of chapter 10-19.

1.
Chapter 10-19.1 applies to a professional organization that is created in the form of a
corporation and which enjoys the powers and privileges and is subject to the duties, restrictions,
and liabilities of other corporations except when inconsistent with the letter and purpose of this
chapter. This chapter takes precedence in the event of any conflict with chapter 10-19.1.
### § 10-31-03.1. Applicability of chapter 10-32.

1.
Chapter 10-32.1 applies to a professional organization that is created in the form of a limited
liability company and which enjoys the powers and privileges and is subject to the duties,
restrictions, and liabilities of other limited liability companies except when inconsistent with the
letter and purpose of this chapter. This chapter takes precedence in the event of any conflict
with chapter 10-32.1.
### § 10-31-03.2. Applicability of chapter 45-22.

Chapter 45-22 applies to a professional organization that is created in the form of a limited
liability partnership and enjoys the powers and privileges and is subject to the duties,
restrictions, and liabilities of other limited liability partnerships except when inconsistent with the
letter and purpose of this chapter. This chapter takes precedence in the event of any conflict
with chapter 45-22.
### § 10-31-04. Purpose for which created - Minority ownership.

1. A professional organization may be created pursuant to this chapter only for the
purpose of rendering one specific type of professional service and services ancillary
thereto or for the purpose of rendering two or more kinds of professional services that
are specifically authorized to be practiced in combination under the licensing laws of
each of the professional services to be practiced by a licensed individual or
partnership of licensed individuals and ancillary services. This subsection does not
preclude an organization created pursuant to this chapter from rendering more than
one specific type of professional service if the services rendered are set forth in
chapters 43-03 and 43-19.1 or if the services rendered are set forth in chapters
43-26.1 and 43-40.
2. A professional organization may not engage in any business other than rendering the
professional service for which it was created to render and services ancillary to that
professional service. However, a professional organization may own real and personal
property necessary or appropriate for rendering the type of professional services it was
created to render and may invest its funds in real estate mortgages, stocks, bonds,
membership interests, and any other type of investment.
3. If expressly authorized under this subsection, a professional organization may have a
minority ownership by one or more minority owners. A professional organization
created under this chapter for the purpose of providing professional services as set
forth in chapters 43-02.2 and 43-03 is expressly authorized to have minority owners.

### § 10-31-05. Name.

1. The name of a professional organization:
a. In the form of a corporation incorporated under this chapter must contain:
(1) The word "chartered";
(2) The word "limited" or the abbreviation "Ltd.";
(3) The words "professional corporation" or either the abbreviation "P.C." or the
abbreviation "PC", either of which may be used interchangeably for all
purposes authorized by this chapter, including real estate matters, contracts,
and filings with the secretary of state; or
(4) The words "professional association" or either the abbreviation "P.A." or the
abbreviation "PA", either of which may be used interchangeably for all
purposes authorized by this chapter, including real estate matters, contracts,
and filings with the secretary of state.
b. In the form of a limited liability company organized under this chapter must
contain:
(1) The words "professional limited liability company" or "limited liability
company";
(2) The abbreviations:
(a) "P.L.C." or "PLC", either of which may be used interchangeably for all
purposes authorized by this chapter, including real estate matters,
contracts, and filings with the secretary of state;
(b) "P.L.L.C." or "PLLC", either of which may be used interchangeably for
all purposes authorized by this chapter, including real estate matters,
contracts, and filings with the secretary of state; or
(c) "L.L.C." or "LLC", either of which may be used interchangeably for all
purposes authorized by this chapter, including real estate matters,
contracts, and filings with the secretary of state.
c. In the form of a limited liability partnership registered under this chapter shall
contain:
(1) The words "professional limited liability partnership"; or
(2) The abbreviations:
(a) "P.L.L.P." or "PLLP", either of which may be used interchangeably for
all purposes authorized by this chapter, including real estate matters,
contracts, and filings with the secretary of state; or
(b) "L.L.P." or "LLP", either of which may be used interchangeably for all
purposes authorized by this chapter, including real estate matters,
contracts, and filings with the secretary of state.
2. The use of any other word, abbreviation, affix, or prefix indicating that it is a
corporation, limited liability company, or limited liability partnership in the name of an
organization created under this chapter, other than the words and abbreviations set
forth in subsection 1, is prohibited.
### § 10-31-06. Executives and owners.

1. An individual may not simultaneously be an executive or owner of more than one
professional organization rendering the same professional service.
2. A professional organization in the form of a corporation which has only one
shareholder need have only one director, who must be the shareholder. That individual
also shall serve as the president and treasurer of the corporation. The other officers of
the corporation need not be licensed or otherwise legally authorized in the same field
of endeavor as the president.
3. A retired individual may not continue as an executive or owner of a professional
organization.
### § 10-31-07. Issuance and transfer of shares.

A professional organization in the form of a corporation may issue its shares only to persons
who are licensed to render the same specific professional services as those for which the

corporation was incorporated or as provided by section 10-31-07.1. A shareholder may
voluntarily transfer shares in a professional corporation only to a person owning or eligible to
own the same type of shares as the person making the transfer. The issuance of any shares in
violation of this section is void. The voluntary transfer of any shares in violation of this section is
void. No share may be transferred upon the books of the professional corporation or issued by
the professional corporation until there is presented to and filed with the corporation a certificate
from the regulating board stating that the person to whom the transfer is to be made or the
share issued is licensed to render the same specific professional services as those for which the
corporation was incorporated.
### § 10-31-07.1. Retirement plan trust - Voting and nonvoting shares.

A professional corporation may establish a retirement plan trust which allows the
corporation to contribute nonvoting shares for nonlicensed employees and voting shares for
licensed employees.
### § 10-31-07.2. Issuance and transfer of membership interests.

A professional organization in the form of a limited liability company may issue membership
interests only to persons who are licensed to render the same specific professional services as
those for which the company was organized. A member may voluntarily transfer membership
interests in a professional limited liability company only to a person owning or eligible to own a
membership interest. The reflection of any membership interests in the required records of the
professional limited liability company in violation of this section is void. The voluntary transfer of
any membership interests in violation of this section is void. No membership interest may be
reflected in the required records of the professional limited liability company until there is
presented to and filed with the limited liability company a certificate from the regulating board
stating that the person to whom the transfer is to be made or the membership interest issued is
licensed to render the same specific professional services as those for which the limited liability
company was organized.
### § 10-31-07.3. Issuance and transfer of partnership interests.

A professional organization in the form of a limited liability partnership may issue
partnership interests only to individuals who are licensed to render the same specific
professional services as those for which the partnership was registered. A partner may
voluntarily transfer partnership interests in a professional limited liability partnership only to a
person owning or eligible to own a partnership interest. The issuance of any partnership
interests issued in violation of this section is void. The voluntary transfer of any partnership
interests in violation of this section is void. No partnership interest may be transferred upon the
books of the professional limited liability partnership or issued by the professional limited liability
partnership until there is presented to and filed with the limited liability partnership a certificate
from the regulating board stating that the person to whom the transfer is to be made or the
partnership interest issued is licensed to render the same specific professional services as
those for which the limited liability partnership was registered.
### § 10-31-07.4. Issuance and transfer of shares, membership interests, and partnership

interests - Exception for minority owners.
Notwithstanding sections 10-31-07, 10-31-07.2, and 10-31-07.3, if minority owners are
expressly authorized under subsection 3 of section 10-31-04, a professional organization may
issue shares and membership interests to minority members and an owner may transfer shares
or membership interests to minority owners. In the case of issuance or transfer of shares or
membership interests to a minority owner, the organization is exempt from the certificate filing
requirement under sections 10-31-07, 10-31-07.2, and 10-31-07.3. However, if a professional
organization has minority owners, an issuance or transfer of shares or membership interests
may not result in minority owners having a majority ownership in the organization.

### § 10-31-08. Professional services through officers, managers, employees, agents.

No organization created under this chapter may render professional services except
through its executives, employees, and agents who are licensed to render professional services
in this state. In this section, the term "employee" does not include a clerk, secretary,
bookkeeper, nurse, technician, or assistant, who is not usually and ordinarily considered by
custom and practice to be rendering professional services to the public for which a license or
other legal authorization is required in connection with the profession practiced by a particular
professional organization.
### § 10-31-09. Professional relationship preserved - Liability of owners - Professional

regulation.
1. This chapter does not modify any law applicable to the relationship between a person
furnishing professional service and a person receiving professional service, including
liability arising out of the professional service, and including the confidential
relationship between the person rendering the professional service and the person
receiving the professional service, if any, and all confidential relationships previously
enjoyed under the laws of this state or hereinafter enacted must remain inviolate.
2. Subject to subsection 1, nothing contained in this section renders an executive, owner,
or employee of a professional organization personally liable in tort for any act in which
that individual has not personally participated or in contract for any contract which that
individual executes on behalf of a professional organization within the limits of that
individual's authority.
3. Nothing in this chapter restricts or limits in any manner the authority and duty of the
regulating boards for the licensing of an individual rendering professional services.
4. No professional organization may do any act that is prohibited to be done by any
individual licensed to practice the profession which the professional organization is
created to render.
### § 10-31-10. Legal disqualification.

If any executive or owner of a professional organization becomes legally disqualified to
render a professional service within this state or accepts employment or is elected to a public
office that, pursuant to existing law, is a restriction or limitation upon rendering of professional
service, that individual shall sever all employment with or financial interest in the professional
organization. A professional organization's failure to comply or require compliance with this
section is a ground for the forfeiture of its right to render professional service as a professional
organization pursuant to this chapter.
### § 10-31-11. Disposition of shares, membership interests, or partnership interests on

death or disqualification.
1. With respect to a professional organization in the form of a corporation:
a. The articles of incorporation may provide for the purchase or redemption of the
shares of any shareholder upon the death or disqualification of the shareholder,
or the same may be provided for in the bylaws or by private agreement. In the
absence of a provision for the same in the articles of incorporation or the bylaws
or by private agreement, the corporation has an option to purchase the shares of
a deceased shareholder or a shareholder no longer qualified to own shares in
such corporation within six months after the death or disqualification of the
shareholder.
b. The option price for the shares must be the book value as of the end of the month
immediately preceding the death or disqualification of the shareholder unless
otherwise specified in the articles of incorporation, bylaws, or by private
agreement. Book value must be determined from the books and records of the
professional corporation in accordance with the regular method of accounting
used by the corporation.

c. If the corporation fails to exercise the option, the shares of the deceased or
disqualified shareholder may be sold to any individual licensed or otherwise
legally authorized to render the same professional service as that for which the
corporation was incorporated.
d. A disqualified shareholder, or the estate of a deceased shareholder, may continue
to hold shares of the corporation during said option period and for a reasonable
period thereafter, pending transfer to another licensed or otherwise legally
authorized individual, but may not participate in any decisions concerning the
performance of professional service.
2. With respect to a professional organization in the form of a limited liability company:
a. The articles of organization may provide for the purchase or redemption of the
membership interest of any member upon the death or disqualification of the
member, or the same may be provided for in the bylaws, in the member-control
agreement, or by private agreement. In the absence of a provision for the same in
the articles of organization, in the bylaws, in the member-control agreement, or by
private agreement, the limited liability company has an option to purchase the
membership interest of a deceased member or a member no longer qualified to
own a membership interest in the limited liability company within six months after
the death or disqualification of the member.
b. The option price for such membership interest must be the book value as of the
end of the month immediately preceding the death or disqualification of the
member unless otherwise specified in the articles of organization, in the bylaws,
in the member-control agreement, or by private agreement. Book value must be
determined from the books and records of the limited liability company in
accordance with the regular method of accounting used by the limited liability
company.
c. If the limited liability company fails to exercise the option, the membership interest
of the deceased or disqualified member may be sold to any individual licensed or
otherwise legally authorized to render the same professional service as that for
which the limited liability company was organized.
d. A disqualified member, or the estate of a deceased member, may continue to hold
a membership interest in the limited liability company during the option period and
for a reasonable period thereafter, pending transfer to another licensed or
otherwise legally authorized individual, but may not participate in any decisions
concerning the performance of professional service.
3. With respect to a professional organization in the form of a limited liability partnership:
a. The partnership agreement may provide for the purchase or redemption of the
partnership interest of any partner upon the death or disqualification of the
partner, or the same may be provided for by private agreement. In the absence of
a provision for the same in the partnership agreement or by private agreement,
the limited liability partnership has an option to purchase the partnership interest
of a deceased partner or a partner no longer qualified to own a partnership
interest in the limited liability partnership within six months after the death or
disqualification of the partner.
b. The option price for the partnership interest must be the book value as of the end
of the month immediately preceding the death or disqualification of the partner
unless otherwise specified in the partnership agreement or by private agreement.
Book value must be determined from the books and records of the limited liability
partnership in accordance with the regular method of accounting used by the
limited liability partnership.
c. If the limited liability partnership fails to exercise the option, the partnership
interest of the deceased or disqualified partner may be sold to any individual
licensed or otherwise legally authorized to render the same professional service
as that for which the limited liability partnership was registered.
d. The disqualified partner, or the estate of a deceased partner, may continue to
hold a partnership interest in the limited liability partnership during the option

period and for a reasonable period thereafter, pending transfer to another
licensed or otherwise legally authorized individual, but may not participate in any
decisions concerning the performance of professional service.
### § 10-31-12. Death of last or only shareholder - Amendment of articles of incorporation -

Involuntary dissolution.
1. In the event of the death of the last or only shareholder of a professional corporation
whose shares pass to heirs by intestate succession, to devisees under a last will and
testament, or otherwise pass by operation of law to an individual not legally qualified to
render the professional services which the professional corporation was incorporated
to perform, the heirs, devisees, or personal representative of the deceased
shareholder, within six months after the date of death of the last or only shareholder,
may amend the articles of incorporation to provide that the corporation must continue
as a corporation under chapter 10-19.1.
2. The death of the last or only shareholder of a professional corporation and the failure
of the heirs, devisees, or personal representative to make an amendment within six
months after the death is a ground for the involuntary dissolution of the professional
corporation.
3. When notified of the facts, the secretary of state shall certify immediately the facts to
the attorney general who shall take immediate appropriate action to dissolve the
professional corporation.
### § 10-31-13. Professional organizations - Annual reports - Renewal.

1. With respect to a professional organization in the form of a corporation:
a. Each corporation incorporated under this chapter shall file with the secretary of
state an annual report at the time specified for the filing of the report by chapter
10-19.1 giving the name and residence address of each officer, director, and
shareholder of the corporation at the time of filing of the report. With respect to
shares, the report must include:
(1) A statement of the aggregate number of shares the corporation has
authority to issue, itemized by classes, par value of shares, shares without
par value, and series, if any, within a class;
(2) A statement of the aggregate number of issued shares, itemized by classes,
par value of shares, shares without par value, and series, if any, within a
class; and
(3) If there are minority owners, a statement of the issued shares, itemized by
minority owner and nonminority owner.
b. Except as provided under subsection 4, the report must include a statement that
all directors and shareholders of voting shares who practice in this state are
licensed to render the same specific professional services as those for which the
corporation was incorporated. The report must be:
(1) Made on a form as prescribed and furnished by the secretary of state;
(2) Signed as specified in subsection 2 of section 10-19.1-146; and
(3) Accompanied by the filing fee prescribed in section 10-19.1-147.
c. A copy of the report must be filed at the same time with the regulatory board that
licenses the shareholders providing the corporation's professional service. The
regulatory board may not charge a filing fee.
d. A regulatory board issuing a license under section 10-31-01 shall issue a
certificate required in section 10-31-02. The certificate must be on a form
prescribed and furnished by the secretary of state. The regulatory board may
charge and collect a fee not to exceed twenty dollars per individual certified to be
licensed by the regulating board.
2. With respect to a professional organization in the form of a limited liability company:
a. Each limited liability company organized under this chapter shall file with the
secretary of state an annual report at the time specified for the filing of the report
by chapter 10-32.1 giving the name and residence address of all managers,

governors, and members of the organization at the time of filing of the annual
report.
b. Except as provided under subsection 4, the report must include a statement that
all governors and members holding voting membership interests who practice in
this state are licensed to render the same specific professional services as those
for which the limited liability company was organized. This report must be:
(1) Made on a form as prescribed and furnished by the secretary of state;
(2) Signed as specified in subsection 2 of section 10-32.1-89; and
(3) Accompanied by the filing fee prescribed in section 10-32.1-92.
c. A copy of the report must be filed at the same time with the regulatory board that
licenses the members providing the limited liability company's professional
service. The regulatory board may not charge a filing fee.
d. A regulatory board issuing a license under section 10-31-01 shall issue a
certificate required in section 10-31-02. The certificate must be on a form
prescribed and furnished by the secretary of state. The regulatory board may
charge and collect a fee not to exceed twenty dollars per individual certified to be
licensed by the regulatory board.
3. With respect to a professional organization in the form of a limited liability partnership:
a. The annual report filed with the secretary of state at the time specified for the
filing of the report by chapter 45-22 must include the name and residence
address of each partner of the organization at the time of filing of the annual
report.
b. Except as provided under subsection 4, the annual report must include a
statement that each partner holding voting partnership interests who practices in
this state is licensed to render the same specific professional services as those
for which the limited liability partnership was registered. The annual report must
be:
(1) Made on a form prescribed and furnished by the secretary of state;
(2) Signed as specified in subsection 2 of section 45-22-21.1; and
(3) Accompanied by the filing fee prescribed in section 45-22-22.
c. A copy of the annual report must be filed at the same time with the regulatory
board that licenses the partners providing the limited liability partnership's
professional service. The regulatory board may not charge a filing fee.
d. A regulatory board issuing a license under section 10-31-01 shall issue a
certificate required in section 10-31-02. The certificate must be on a form
prescribed and furnished by the secretary of state. The regulatory board may
charge and collect a fee not exceeding twenty dollars per individual certified to be
licensed by the regulating board.
4. If the organization has a minority owner, the annual report must include a statement
that:
a. Each nonminority owner who practices in this state is licensed to render the
organization's professional service;
b. Each minority owner provides a service to the organization which is ancillary to
the organization's professional service;
c. Each minority owner does not provide that owner's service to the public through
the organization; and
d. The minority owners do not hold a majority interest in the organization.
5. In order to regulate organizations that have minority ownership, the secretary of state
may collect one thousand dollars for articles of incorporation for a corporation, articles
of organization for a limited liability company, or articles of amendment related to an
organization that has a minority owner. This fee is in addition to the fees provided for
these filings under section 10-19.1-147 or 10-32.1-92. Fees collected by the secretary
of state under this subsection must be deposited in the secretary of state's general
services operating fund.
6. In order to regulate organizations that have ownership that renders more than one
professional service, the secretary of state may collect one thousand dollars for

articles of incorporation for a corporation, articles of organization for a limited liability
company, or articles of amendment related to an organization that has ownership that
renders more than one professional service. This fee is in addition to the fees provided
for these filings under section 10-19.1-147 or 10-32.1-92. Fees collected by the
secretary of state under this subsection must be deposited in the secretary of state's
general services operating fund.
### § 10-31-13.1. Foreign professional organizations - Practice in the state.

1. A foreign professional organization may practice a profession in this state only through
executives, owners, employees, and agents who are licensed to practice the
profession in this state. The practice of a profession in this state by a foreign
professional organization is subject to the laws and regulations of this state governing
the practice of such professional service.
2. The certificate of authority of a foreign professional organization may be revoked by
the secretary of state as provided in this chapter, if the foreign professional
organization fails to comply with this chapter.
3. This chapter does not prohibit the practice of a profession in this state by an individual
who is an executive, owner, employee, or agent of a foreign professional organization,
if the individual could lawfully practice the profession in this state in the absence of any
relationship to a foreign professional organization.
4. This section applies regardless of whether the foreign professional organization is
authorized to practice a profession in this state.
5. A foreign professional organization may render only one specific type of professional
service and services ancillary thereto in this state. A foreign professional organization
may not engage in any business in this state other than rendering the professional
service it is authorized to render and services ancillary thereto.
6. a. The provisions of chapter 10-19.1, applicable to foreign corporations, apply to a
foreign professional organization rendering professional services in this state in
the form of a foreign corporation. Such a foreign professional organization enjoys
the powers and privileges and is subject to the duties, restrictions, and liabilities
of other foreign corporations doing business in this state, except when
inconsistent with the letter and purpose of the provisions of this chapter
applicable to foreign professional organizations.
b. A foreign professional organization rendering professional services in this state in
the form of a foreign corporation shall include in its application for a certificate of
authority under section 10-19.1-135 or its annual report under section
(1) The profession to be practiced by the foreign corporation;
(2) The names and residence addresses of all directors and shareholders of the
corporation who practice the profession in this state; and
(3) In an application for a certificate of authority, a certificate from the regulating
board of the profession involved that all directors and shareholders who
practice the profession in this state are licensed in this state to render the
same professional service as those for which the corporation was formed;
and in an annual report, a statement that all directors and shareholders who
practice the profession in this state are licensed in this state to render the
same professional service as those for which the corporation was formed.
7. a. The provisions of chapter 10-32.1 applicable to foreign limited liability companies
apply to a foreign professional organization rendering professional services in this
state in the form of a foreign limited liability company. Such a foreign professional
organization enjoys the powers and privileges and is subject to the duties,
restrictions, and liabilities of other foreign limited liability companies doing
business in this state, except when inconsistent with the letter and purpose of the
provisions of this chapter applicable to foreign professional organizations.
b. A foreign professional organization rendering professional services in this state in
the form of a foreign limited liability company shall include in its application for a

certificate of authority under section 10-32.1-75 or its annual report under section
(1) The profession to be practiced by the foreign limited liability company;
(2) The names and residence addresses of all members or managers of the
limited liability company who practice the profession in this state; and
(3) In an application for a certificate of authority, a certificate from the regulating
board of the profession involved that all members or managers who practice
the profession in this state are licensed in this state to render the same
professional service as those for which the limited liability company was
formed; and in an annual report, a statement that all members or managers
who practice the profession in this state are licensed in this state to render
the same professional service as those for which the limited liability
company was formed.
8. a. The provisions of chapter 45-22 applicable to foreign limited liability partnerships
apply to a foreign professional organization rendering professional services in this
state in the form of a foreign limited liability partnership. Such a foreign
professional organization enjoys the powers and privileges and is subject to the
duties, restrictions, and liabilities of other foreign limited liability partnerships
doing business in this state, except when inconsistent with the letter and purpose
of the provisions of this chapter applicable to foreign professional organizations.
b. A foreign professional organization rendering professional services in this state in
the form of a foreign limited liability partnership shall include in its registration
under section 45-22-03 the following information:
(1) The profession to be practiced by the foreign limited liability partnership;
(2) The names and residence addresses of all partners of the limited liability
partnership who practice the profession in this state; and
(3) In a registration, a certificate from the regulating board of the profession
involved that all partners who practice the profession in this state are
licensed in this state to render the same professional service as those for
which the limited liability partnership was formed.
9. The name of a foreign professional organization rendering professional services in this
state shall contain words or abbreviations required or authorized by the laws of the
jurisdiction in which the foreign professional organization is incorporated, organized, or
originally registered.
### § 10-31-14. Construction.

This chapter must be construed to effectuate its general purpose of making available to
professional individuals the benefits of the corporate form, the benefits of the limited liability
company form, and the benefits of the limited liability partnership form.
