S-2029               _______________________________________________

                                         SUBSTITUTE SENATE BILL NO. 3069

                        _______________________________________________

State of Washington                              49th Legislature                              1985 Regular Session

By Senate Committee on Human Services and Corrections (originally sponsored by Senators Moore, Sellar, Kreidler and Conner; by Lieutenant Governor request)

Read first time 2/19/85.

AN ACT Relating to professional service corporations; and amending RCW 18.100.050, 18.100.130, and 18.100.134.

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

        Sec. 1.  Section 5, chapter 122, Laws of 1969 as amended by section 1, chapter 100, Laws of 1983 and RCW 18.100.050 are each amended to read as follows:

          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 23A RCW for the purpose of rendering professional service:  PROVIDED, That one or more of such legally authorized individuals shall be the incorporators of such professional corporation:  PROVIDED FURTHER, That 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:  ((AND)) PROVIDED FURTHER, That 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 licensed health care 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 23A RCW shall not apply to any such corporation.

        Sec. 2.  Section 13, chapter 122, Laws of 1969 as amended by section 6, chapter 51, Laws of 1983 and RCW 18.100.130 are each amended to read as follows:

(1) For a professional service corporation organized for pecuniary profit pursuant to this chapter, the provisions of Title 23A RCW shall be applicable ((to a corporation organized pursuant to this chapter)) except to the extent that any of the provisions of this chapter are interpreted to be in conflict with the provisions thereof, and in such event the provisions and sections of this chapter shall take precedence with respect to a corporation organized pursuant to the provisions of this chapter.

(2) For a professional service corporation organized under this chapter and chapter 24.03 RCW as a nonprofit nonstock corporation, the provisions of chapter 24.03 RCW shall be applicable except to the extent that any of the provisions of this chapter are interpreted to be in conflict with the provisions thereof, and in such event the provisions and sections of this chapter shall take precedence with respect to a corporation organized pursuant to the provisions of this chapter.

        Sec. 3.  Section 9, chapter 51, Laws of 1983 and RCW 18.100.134 are each amended to read as follows:

          A professional corporation may amend its articles of incorporation to delete from its stated purposes the rendering of professional services and to conform to the requirements of Title 23A RCW, or to the requirements of chapter 24.03 RCW if organized pursuant to RCW 18.100.050 as a nonprofit nonstock corporation.  Upon the effective date of such amendment, the corporation shall no longer be subject to the provisions of this chapter and shall continue in existence as a corporation under Title 23A RCW or chapter 24.03 RCW.