North Dakota Code 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.
Terms Used In North Dakota Code 10-31-13.1
- 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.
- following: when used by way of reference to a chapter or other part of a statute means the next preceding or next following chapter or other part. See North Dakota Code 1-01-49
- Individual: means a human being. See North Dakota Code 1-01-49
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Organization: includes a foreign or domestic association, business trust, corporation, enterprise, estate, joint venture, limited liability company, limited liability partnership, limited partnership, partnership, trust, or any legal or commercial entity. See North Dakota Code 1-01-49
- 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.
- Partnership: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49
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 10-19.1-146 the following information:
(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 10-32.1-89 the following information:
(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.