Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
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.
Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
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.
Licensing authority: means the officer, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service. See Tennessee Code 48-101-603
Professional corporation: means a corporation for profit, other than a foreign professional corporation, subject to this part. See Tennessee Code 48-101-603
Professional service: means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service, and that may not be lawfully rendered by a corporation under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title. See Tennessee Code 48-101-603
Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Tennessee Code 48-11-201
State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(1) A professional corporation may issue shares, fractional shares, and rights to purchase shares.(2) A professional corporation may only issue shares for sale to other persons not licensed to practice such profession in Tennessee if the licensing authority which licenses the professionals forming such corporations specifically authorizes the issuance of such shares. If permitted by the authority which licenses such professionals, and if such professionals form corporations, such corporations may issue such shares, fractional shares and rights or options to purchase shares only to:
(A) Individuals who are authorized by law in this or another state to render a professional service described in the corporation’s charter;(B) General partnerships in which all the partners are qualified persons with respect to the professional corporation and in which at least one (1) partner is authorized by law in this state to render a professional service described in the corporation’s charter;(C) Professional corporations, domestic or foreign, authorized by law in this state to render a professional service described in the corporation’s charter; or(D) Professional limited liability companies, domestic or foreign, authorized by law in this state to render a professional service described in the professional limited liability company’s articles.(b) If a licensing authority with jurisdiction over a profession considers it necessary to prevent violation of the ethical standards of the profession, the authority may by rule restrict or condition, or revoke in part, the authority of professional corporations subject to its jurisdiction to issue shares. A rule promulgated under this section does not, of itself, make a shareholder of a professional corporation at the time the rule becomes effective a disqualified person.(c) Shares issued in violation of this section or a rule promulgated under this section are void.(d)(1) Notwithstanding any other provision of this chapter, the following health care professionals shall have a right to form and own shares in the same professional corporation formed pursuant to this part:
(A) Optometrists licensed under title 63, chapter 8, and ophthalmologists licensed under title 63, chapter 6 or 9;(B) Podiatrists licensed under title 63, chapter 3, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, or anesthesiologists;(C) Doctors of chiropractic licensed under title 63, chapter 4, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists; and(D) Physician assistants licensed under title 63, chapter 19, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists.(2) The services rendered by these health care professionals are considered related and complementary to one another; provided, that nothing in this chapter shall be construed to alter the lawful scope of practice of a professional forming a professional corporation pursuant to this subsection (d); and provided further, that nothing in this part shall be construed to allow any professional forming a professional corporation pursuant to this subsection (d) to conduct the professional’s practice in a manner contrary to the standards of ethics applicable to the profession. Such individual shall accurately state the individual’s professional credentials on any advertisement to the public.
