(a) A professional corporation may issue the shares of its capital stock only to a qualified person. A shareholder may voluntarily transfer their shares in a professional corporation to the corporation or to a qualified person with the prior written consent of the corporation unless the articles of incorporation otherwise provide. No shares 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 by the regulating board stating that the person to whom the transfer is to be made or the shares issued is duly licensed to render the same type of professional services as that for which the corporation was organized. No shareholder shall enter into any voting trust agreement, proxy, or any other type of agreement vesting another person, other than another shareholder of the same corporation, with authority to exercise the voting power of any or all of their stock. The issuance or transfer of any shares and any proxy, voting trust or other agreement made in violation of this section shall be null and void. Every certificate of stock issued by a professional corporation shall contain substantially the following provision: “The ownership and transfer of this stock and the rights and obligations of stockholders are subject to the limitations and provisions of the professional corporation law of Kansas.”

(b) The Kansas securities law as contained in article 12 of chapter 17 of the Kansas Statutes Annotated shall not be applicable to nor govern any transactions relating to any shares of a professional corporation.

Terms Used In Kansas Statutes 17-2712

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Professional corporation: means a corporation organized under this act. See Kansas Statutes 17-2707
  • Professional service: means the type of personal service rendered by a person duly licensed, registered or certified by this state as a member of any of the following professions, each paragraph constituting one type:

    (1) A certified public accountant;

    (2) an architect;

    (3) an attorney-at-law;

    (4) a chiropractor;

    (5) a dentist;

    (6) an engineer;

    (7) an optometrist;

    (8) an osteopathic physician or surgeon;

    (9) a physician, surgeon or doctor of medicine;

    (10) a veterinarian;

    (11) a podiatrist;

    (12) a pharmacist;

    (13) a land surveyor;

    (14) a licensed psychologist;

    (15) a specialist in clinical social work;

    (16) a licensed physical therapist;

    (17) a landscape architect;

    (18) a registered professional nurse;

    (19) a real estate broker or salesperson;

    (20) a clinical professional counselor;

    (21) a geologist;

    (22) a clinical psychotherapist;

    (23) a clinical marriage and family therapist;

    (24) a licensed physician assistant;

    (25) a licensed occupational therapist;

    (26) a licensed audiologist;

    (27) a licensed speech-pathologist; and

    (28) a licensed naturopathic doctor. See Kansas Statutes 17-2707

  • Qualified person: means :

    (1) Any natural person licensed, registered or certified to practice the same type of profession that any professional corporation is authorized to practice;

    (2) the trustee of a trust that is a qualified trust under section 401(a) of the federal internal revenue code, as in effect on January 1, 2004, or of a contribution plan that is a qualified employee stock ownership plan under section 409A(a) of the federal internal revenue code, as in effect on January 1, 2004;

    (3) the trustee of a revocable living trust established by a natural person who is licensed, registered or certified to practice the type of profession that any professional corporation is authorized to practice, if the terms of such trust provide that such natural person is the principal beneficiary and sole trustee of such trust and such trust does not continue to hold title to professional corporation stock following such natural person's death for more than a reasonable period of time necessary to dispose of such stock; or

    (4) a healing arts school clinic authorized to perform professional services in accordance with Kan. See Kansas Statutes 17-2707

  • Regulating board: means the court, board or state agency that is charged with the licensing, registering or certifying and regulation of the practice of the profession that the professional corporation is organized to render. See Kansas Statutes 17-2707
  • State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Kansas Statutes 77-201

(c) A general partnership, if all partners thereof are authorized to render a professional service permitted by the articles of incorporation of the issuing professional corporation and in which at least one partner is authorized by a licensing authority of this state to render in this state a professional service permitted by the articles of incorporation of the corporation, shall be deemed a qualified person for purposes of this section.

(d) A professional corporation or foreign professional corporation in which at least one shareholder is authorized by a licensing authority of this state to render in this state a professional service permitted by the articles of incorporation of the corporation shall be deemed a qualified person for purposes of this section.

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