CERTIFICATION OF ENROLLMENT

 

                  SUBSTITUTE SENATE BILL 6150

 

 

 

 

                        54th Legislature

                      1996 Regular Session

Passed by the Senate February 8, 1996

  YEAS 48   NAYS 0

 

 

 

President of the Senate

 

Passed by the House February 27, 1996

  YEAS 98   NAYS 0

             CERTIFICATE

 

I, Marty Brown, Secretary of the Senate of the State of Washington, do hereby certify that the attached is SUBSTITUTE SENATE BILL 6150 as passed by the Senate and the House of Representatives on the dates hereon set forth.

 

 

 

Speaker of the

      House of Representatives

                            Secretary

 

 

Approved Place Style On Codes above, and Style Off Codes below.

                                FILED

          

 

 

Governor of the State of Washington

                   Secretary of State

                  State of Washington


          _______________________________________________

 

                    SUBSTITUTE SENATE BILL 6150

          _______________________________________________

 

             Passed Legislature - 1996 Regular Session

 

State of Washington      54th Legislature     1996 Regular Session

 

By Senate Committee on Health & Long‑Term Care (originally sponsored by Senators Thibaudeau, Deccio, Kohl, Franklin and Wood)

 

Read first time 02/02/96.

 

Modifying allowed composition of health care professional service corporations and limited liability companies.



    AN ACT Relating to health care professionals doing business as professional service corporations or limited liability companies; and amending RCW 18.100.050 and 25.15.045.

 

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:

 

    Sec. 1.  RCW 18.100.050 and 1991 c 72 s 3 are each amended to read as follows:

    (1) An individual or group of individuals duly licensed or otherwise legally authorized to render the same professional services within this state may organize and become a shareholder or shareholders of a professional corporation for pecuniary profit under the provisions of Title 23B RCW for the purpose of rendering professional service((:  PROVIDED, That)).  One or more of ((such)) the legally authorized individuals shall be the incorporators of ((such)) the professional corporation((:  PROVIDED FURTHER, That)).

    (2) Notwithstanding any other provision of this chapter, registered architects and registered engineers may own stock in and render their individual professional services through one professional service corporation((:  PROVIDED FURTHER, That)).

    (3) Licensed health care professionals, providing services to enrolled participants either directly or through arrangements with a health maintenance organization registered under chapter 48.46 RCW or federally qualified health maintenance organization, may own stock in and render their individual professional services through one professional service corporation((:  AND PROVIDED FURTHER, That)).

    (4) Professionals may organize a nonprofit nonstock corporation under this chapter and chapter 24.03 RCW to provide professional services, and the provisions of this chapter relating to stock and referring to Title 23B RCW shall not apply to any such corporation.

    (5)(a) Notwithstanding any other provision of this chapter, health care professionals who are licensed or certified pursuant to chapters 18.06, 18.19, 18.22, 18.25, 18.29, 18.34, 18.35, 18.36A, 18.50, 18.53, 18.55, 18.64, 18.79, 18.83, 18.89, 18.108, and 18.138 RCW may own stock in and render their individual professional services through one professional service corporation and are to be considered, for the purpose of forming a professional service corporation, as rendering the "same specific professional services" or "same professional services" or similar terms.

    (b) Notwithstanding any other provision of this chapter, health care professionals who are licensed pursuant to chapters 18.57 and 18.71 RCW may own stock in and render their individual professional services through one professional service corporation and are to be considered, for the purpose of forming a professional service corporation, as rendering the "same specific professional services" or "same professional services" or similar terms.

    (c) Formation of a professional service corporation under this subsection does not restrict the application of the uniform disciplinary act under chapter 18.130 RCW, or applicable health care professional statutes under Title 18 RCW, including but not limited to restrictions on persons practicing a health profession without being appropriately credentialed and persons practicing beyond the scope of their credential.

 

    Sec. 2.  RCW 25.15.045 and 1995 c 337 s 14 are each amended to read as follows:

    (1) A person or group of persons licensed or otherwise legally authorized to render professional services within this state may organize and become a member or members of a professional limited liability company under the provisions of this chapter for the purposes of rendering professional service.  A "professional limited liability company" is subject to all the provisions of chapter 18.100 RCW that apply to a professional corporation, and its managers, members, agents, and employees shall be subject to all the provisions of chapter 18.100 RCW that apply to the directors, officers, shareholders, agents, or employees of a professional corporation, except as provided otherwise in this section.  Nothing in this section prohibits a person duly licensed or otherwise legally authorized to render professional services in any jurisdiction other than this state from becoming a member of a professional limited liability company organized for the purpose of rendering the same professional services.  Nothing in this section prohibits a professional limited liability company from rendering professional services outside this state through individuals who are not duly licensed or otherwise legally authorized to render such professional services within this state.  Notwithstanding RCW 18.100.065, persons engaged in a profession and otherwise meeting the requirements of this chapter may operate under this chapter as a professional limited liability company so long as each member personally engaged in the practice of the profession in this state is duly licensed or otherwise legally authorized to practice the profession in this state and:

    (a) At least one manager of the company is duly licensed or otherwise legally authorized to practice the profession in this state; or

    (b) Each member in charge of an office of the company in this state is duly licensed or otherwise legally authorized to practice the profession in this state.

    (2) If the company's members are required to be licensed to practice such profession, and the company fails to maintain for itself and for its members practicing in this state a policy of professional liability insurance, bond, or other evidence of financial responsibility of a kind designated by rule by the state insurance commissioner and in the amount of at least one million dollars or ((such)) a greater amount as the state insurance commissioner may establish by rule for a licensed profession or for any specialty within a profession, taking into account the nature and size of the business, then the company's members ((shall be)) are personally liable to the extent that, had ((such)) the insurance, bond, or other evidence of responsibility been maintained, it would have covered the liability in question.

    (3) For purposes of applying the provisions of chapter 18.100 RCW to a professional limited liability company, the terms "director" or "officer" ((shall)) means manager, "shareholder" ((shall)) means member, "corporation" ((shall)) means professional limited liability company, "articles of incorporation" ((shall)) means certificate of formation, "shares" or "capital stock" ((shall)) means a limited liability company interest, "incorporator" ((shall)) means the person who executes the certificate of formation, and "bylaws" ((shall)) means the limited liability company agreement.

    (4) The name of a professional limited liability company must contain either the words "Professional Limited Liability Company," or the words "Professional Limited Liability" and the abbreviation "Co.," or the abbreviation "P.L.L.C." provided that the name of a professional limited liability company organized to render dental services shall contain the full names or surnames of all members and no other word than "chartered" or the words "professional services" or the abbreviation "P.L.L.C."

    (5) Subject to the provisions in article VII of this chapter, the following may be a member of a professional limited liability company and may be the transferee of the interest of an ineligible person or deceased member of the professional limited liability company:

    (a) A professional corporation, if its shareholders, directors, and its officers other than the secretary and the treasurer, are licensed or otherwise legally authorized to render the same specific professional services as the professional limited liability company; and

    (b) Another professional limited liability company, if the managers and members of both professional limited liability companies are licensed or otherwise legally authorized to render the same specific professional services.

    (6)(a) Notwithstanding any other provision of this chapter, health care professionals who are licensed or certified pursuant to chapters 18.06, 18.19, 18.22, 18.25, 18.29, 18.34, 18.35, 18.36A, 18.50, 18.53, 18.55, 18.64, 18.79, 18.83, 18.89, 18.108, and 18.138 RCW may own membership interests in and render their individual professional services through one limited liability company and are to be considered, for the purpose of forming a limited liability company, as rendering the "same specific professional services" or "same professional services" or similar terms.

    (b) Notwithstanding any other provision of this chapter, health care professionals who are licensed pursuant to chapters 18.57 and 18.71 RCW may own membership interests in and render their individual professional services through one limited liability company and are to be considered, for the purpose of forming a limited liability company, as rendering the "same specific professional services" or "same professional services" or similar terms.

    (c) Formation of a limited liability company under this subsection does not restrict the application of the uniform disciplinary act under chapter 18.130 RCW, or any applicable health care professional statutes under Title 18 RCW, including but not limited to restrictions on persons practicing a health profession without being appropriately credentialed and persons practicing beyond the scope of their credential.

 


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