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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 156A PROFESSIONAL CORPORATIONS
  • Section 17 Foreign professional corporations; registration

Section 17. (a) A foreign professional corporation shall register under the provisions of this section if (1) it maintains an office in the commonwealth; or (2) any of its shareholders, officers, or directors conducts such activity on behalf of the corporation in the commonwealth as to require licensing under the provisions of chapter one hundred and twelve or chapter two hundred and twenty-one.

(b) Any foreign professional corporation, including corporations subject to subsection (a), may register under the provisions of this section in order to render one or more professional services in the commonwealth; provided, however, that (1) the name of the corporation meets the requirements of this chapter and section 15.06 of subdivision A of Part 15 of chapter 156D; (2) the corporation is organized only for one or more purposes for which a professional corporation organized under this chapter may be organized; and (3) all the shareholders, a majority of the directors and all of its officers except the treasurer, clerk, secretary and any assistant treasurer, assistant clerk and assistant secretary are qualified persons and all the shareholders, directors, officers and employees who will render a professional service in the commonwealth are duly licensed in the commonwealth to do so.

(c) A foreign professional corporation shall register to practice in the commonwealth by filing with the state secretary the certificate and evidence of legal existence from the jurisdiction of incorporation required by section 15.03 of subdivision A of Part 15 of chapter 156D. Such certificate shall in addition contain the following information and exhibits: (1) the name of the corporation meets the requirements of this chapter and section 15.06 of subdivision A of Part 15 of chapter 156D; (2) the names and residence addresses of all the shareholders, directors, and officers of the professional corporation and designations of which of them will render professional services in the commonwealth; (3) a statement that a majority of the directors and all of the officers, except the treasurer, clerk, secretary, and any assistant treasurer, assistant clerk and assistant secretary are natural persons who are licensed in a state or territory of the United States or the District of Columbia to render a professional service authorized by the corporation’s articles of organization, or the equivalent, and that all of the shareholders are such persons, general partnerships comprised solely of such persons, or professional corporations authorized to render such professional services; and (4) a certificate by the appropriate regulating board or boards that the persons required by clause (3) of subsection (b) to be licensed in the commonwealth are so licensed.

(d) Every foreign professional corporation, except as otherwise provided in this chapter, shall be subject to section 15.02, subsection (c) of 15.03, section 15.04, and section 15.06 to 15.11, inclusive of subdivision A of Part 15 of chapter 156D, and sections 15.20, 15.30, 15.31 and 15.32 of subdivision B of said Part 15 of said chapter 156D.

(e) The certificate of registration of a foreign professional corporation may be revoked by the state secretary if such corporation fails to comply with any provision of this chapter applicable to it or upon receipt by the state secretary of a certificate from any regulating board with jurisdiction stating that such corporation has failed to comply with the requirements of such authority so as to give due cause for revocation of its registration, which certificate shall recite pertinent facts to support the proposed revocation. No certificate of registration of a foreign professional corporation shall be revoked by the state secretary unless he shall have given the corporation not less than sixty days’ notice thereof and the corporation shall have failed prior to the effective date of the revocation to correct such noncompliance.