Section 202.091. Shares of professional corporations

(a) Pursuant to the authority contained in section 202(i) of the act (70 P. S. § 1-202(i)), the Commission finds that it is not in the public interest or necessary for the protection of investors to require the registration under section 201 of the act (70 P. S. § 1-201) of shares issued by a professional corporation.

(b) The meaning of ‘‘professional corporation’’ for this section shall be as follows:

(1) Except as provided in paragraph (2), the term ‘‘professional corporation,’’ means one of the following:

(i) A corporation incorporated under 15 Pa.C.S. Subpart B (relating to Business Corporation Law of 1988) or a corporation included within the scope of the act by virtue of 15 Pa.C.S. § 2904 or 2905 (relating to election of an existing business corporation to become a professional corporation; and election of professional associations to become professional corporations).

(ii) A professional association organized under 15 Pa.C.S. Chapter 93 (relating to Professional Association Act of 1988). The reference in this section to ‘‘shares’’ shall include the interest of an associate in a professional association.

(2) For the purpose of this section, the term ‘‘professional corporation’’ may not include an entity which has as a principal purpose, object or activity, whether or not expressed in its articles of incorporation or other organic documents, a purpose, object or activity other than the rendition of the professional services for which the professional corporation is organized and activities which are in fact incidental thereto.

(c) The exemption contained in this section may not be available for a transaction whose primary purpose is avoidance of the provisions of section 201 of the act (70 P. S. § 1-201) or a transaction made in violation of the antifraud provisions of the act (70 P. S. § § 1-401—1-409) and Subpart D (relating to fraudulent and prohibited practices).

The provisions of this § 202.091 adopted October 22, 1976, effective October 23, 1976, 6 Pa.B. 2688; amended December 30, 1999, effective January 1, 2000, 30 Pa.B. 18; transferred and renumbered from 64 Pa. Code § 202.091, December 14, 2012, effective December 15, 2012, 42 Pa.B. 7533. Immediately preceding text appears at serial pages (297466) and (317565).

Notation

Authority

The provisions of this § 202.091 amended under sections 202(g) and (i), 293(d), (i.1), (j) and (n)—(t), 204(a), 205(b), 207(g), (j.1) and (n), 209(b), 211(a) and (b), 504(d), 513, 603(a), 606(d) and 609(a) of the Pennsylvania Securities Act of 1972 (70 P. S. § § 1-202(g) and (i), 1-203(d), (i.1), (j) and (n)—(t), 1-204(a), 1-205(b), 1-207(g), (j.1) and (n), 1-209(b), 1-211(a) and (b), 1-504(d), 1-513, 1-603(a), 1-606(d) and 1-609(a)).