AN
ACT Relating to professional services; 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 1997 c 390 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. One or more of the legally authorized
individuals shall be the incorporators of the professional corporation.
(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.
(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.
(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, 18.57, 18.57A, 18.64, 18.71,
18.71A, 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 regulated under chapters 18.59 and 18.74 RCW may own
stock in and render their individual professional services through one
professional service corporation formed for the sole purpose of providing professional
services within their respective scope of practice.
(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 1998 c 293 s 5 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 or any other 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.
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 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 are
personally liable to the extent that, had 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" means manager, "shareholder" means member,
"corporation" means professional limited liability company,
"articles of incorporation" means certificate of formation,
"shares" or "capital stock" means a limited liability
company interest, "incorporator" means the person who executes the
certificate of formation, and "bylaws" 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." or "PLLC"
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." or "PLLC."
(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, 18.57, 18.57A, 18.64, 18.71,
18.71A, 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 regulated under chapters 18.59 and 18.74 RCW may own
membership interests in and render their individual professional services
through one limited liability company formed for the sole purpose of providing
professional services within their respective scope of practice.
(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.
