Chapter 1785: PROFESSIONAL ASSOCIATIONS

1785.01 Professional association definitions.

As used in this chapter:

(A) "Professional service" means any type of professional service that may be performed only pursuant to a license, certificate, or other legal authorization issued pursuant to Chapter 4701., 4703., 4705., 4715., 4723., 4725., 4729., 4730., 4731., 4732., 4733., 4734., or 4741., sections 4755.04 to 4755.13 , or 4755.40 to 4755.56 of the Revised Code to certified public accountants, licensed public accountants, architects, attorneys, dentists, nurses, optometrists, pharmacists, physician assistants, doctors of medicine and surgery, doctors of osteopathic medicine and surgery, doctors of podiatric medicine and surgery, practitioners of the limited branches of medicine specified in section 4731.15 of the Revised Code, mechanotherapists, psychologists, professional engineers, chiropractors, chiropractors practicing acupuncture through the state chiropractic board, veterinarians, occupational therapists, physical therapists, and occupational therapists.

(B) "Professional association" means an association organized under this chapter for the sole purpose of rendering one of the professional services authorized under Chapter 4701., 4703., 4705., 4715., 4723., 4725., 4729., 4730., 4731., 4732., 4733., 4734., or 4741., sections 4755.04 to 4755.13 , or 4755.40 to 4755.56 of the Revised Code, a combination of the professional services authorized under Chapters 4703. and 4733. of the Revised Code, or a combination of the professional services of optometrists authorized under Chapter 4725. of the Revised Code, chiropractors authorized under Chapter 4734. of the Revised Code to practice chiropractic or acupuncture, psychologists authorized under Chapter 4732. of the Revised Code, registered or licensed practical nurses authorized under Chapter 4723. of the Revised Code, pharmacists authorized under Chapter 4729. of the Revised Code, physical therapists authorized under sections 4755.40 to 4755.56 of the Revised Code, occupational therapists authorized under sections 4755.04 to 4755.13 of the Revised Code, mechanotherapists authorized under section 4731.151 of the Revised Code, and doctors of medicine and surgery, osteopathic medicine and surgery, or podiatric medicine and surgery authorized under Chapter 4731. of the Revised Code.

Effective Date: 03-22-1999; 04-06-2007; 2007 SB33 08-22-2007

1785.02 Incorporation of professional individuals or groups.

An individual or group of individuals each of whom is licensed, certificated, or otherwise legally authorized to render within this state the same kind of professional service, a group of individuals each of whom is licensed, certificated, or otherwise legally authorized to render within this state the professional service authorized under Chapter 4703. or 4733. of the Revised Code, or a group of individuals each of whom is licensed, certificated, or otherwise legally authorized to render within this state the professional service of optometrists authorized under Chapter 4725. of the Revised Code, chiropractors authorized under Chapter 4734. of the Revised Code to practice chiropractic or acupuncture, psychologists authorized under Chapter 4732. of the Revised Code, registered or licensed practical nurses authorized under Chapter 4723. of the Revised Code, pharmacists authorized under Chapter 4729. of the Revised Code, physical therapists authorized under sections 4755.40 to 4755.56 of the Revised Code, occupational therapists authorized under sections 4755.04 to 4755.13 of the Revised Code, mechanotherapists authorized under section 4731.151 of the Revised Code, or doctors of medicine and surgery, osteopathic medicine and surgery, or podiatric medicine and surgery authorized under Chapter 4731. of the Revised Code may organize and become a shareholder or shareholders of a professional association. Any group of individuals described in this section who may be rendering one of the professional services as an organization created otherwise than pursuant to this chapter may incorporate under and pursuant to this chapter by amending the agreement establishing the organization in a manner that the agreement as amended constitutes articles of incorporation prepared and filed in the manner prescribed in section 1785.08 of the Revised Code and by otherwise complying with the applicable requirements of this chapter.

Effective Date: 03-22-1999; 04-06-2007; 2007 SB33 08-22-2007

1785.03 Rendering professional services.

A professional association may render a particular professional service only through officers, employees, and agents who are themselves duly licensed, certificated, or otherwise legally authorized to render the professional service within this state. As used in this section, "employee" does not include clerks, bookkeepers, technicians, or other individuals who are not usually and ordinarily considered by custom and practice to be rendering a particular professional service for which a license, certificate, or other legal authorization is required and does not include any other person who performs all of that person's employment under the direct supervision and control of an officer, agent, or employee who renders a particular professional service to the public on behalf of the professional association.

No professional association formed for the purpose of providing a combination of the professional services, as defined in section 1785.01 of the Revised Code, of optometrists authorized under Chapter 4725. of the Revised Code, chiropractors authorized under Chapter 4734. of the Revised Code to practice chiropractic or acupuncture, psychologists authorized under Chapter 4732. of the Revised Code, registered or licensed practical nurses authorized under Chapter 4723. of the Revised Code, pharmacists authorized under Chapter 4729. of the Revised Code, physical therapists authorized under sections 4755.40 to 4755.56 of the Revised Code, occupational therapists authorized under sections 4755.04 to 4755.13 of the Revised Code, mechanotherapists authorized under section 4731.151 of the Revised Code, and doctors of medicine and surgery, osteopathic medicine and surgery, or podiatric medicine and surgery authorized under Chapter 4731. of the Revised Code shall control the professional clinical judgment exercised within accepted and prevailing standards of practice of a licensed, certificated, or otherwise legally authorized optometrist, chiropractor, chiropractor practicing acupuncture through the state chiropractic board, psychologist, nurse, pharmacist, physical therapist, occupational therapist, mechanotherapist, or doctor of medicine and surgery, osteopathic medicine and surgery, or podiatric medicine and surgery in rendering care, treatment, or professional advice to an individual patient.

This division does not prevent a hospital, as defined in section 3727.01 of the Revised Code, insurer, as defined in section 3999.36 of the Revised Code, or intermediary organization, as defined in section 1751.01 of the Revised Code, from entering into a contract with a professional association described in this division that includes a provision requiring utilization review, quality assurance, peer review, or other performance or quality standards. Those activities shall not be construed as controlling the professional clinical judgment of an individual practitioner listed in this division.

Effective Date: 03-22-1999; 04-06-2007; 2007 SB33 08-22-2007

1785.04 Effect of chapter.

This chapter does not modify any law applicable to the relationship between a person furnishing a professional service and a person receiving that service, including liability arising out of the furnishing of that service.

Effective Date: 07-01-1994

1785.05 Issuing capital stock.

A professional association may issue its capital stock only to persons who are duly licensed, certificated, or otherwise legally authorized to render within this state the same professional service as that for which the association was organized or, in the case of a combination of professional services described in division (B) of section 1785.01 of the Revised Code, to render within this state any of the applicable types of professional services for which the association was organized.

Effective Date: 04-10-1998

1785.06 Biennial statement to secretary of state.

A professional association, within thirty days after the thirtieth day of June in each even-numbered year, shall furnish a statement to the secretary of state showing the names and post-office addresses of all of the shareholders in the association and certifying that all of the shareholders are duly licensed, certificated, or otherwise legally authorized to render within this state the same professional service for which the association was organized or, in the case of a combination of professional services described in division (B) of section 1785.01 of the Revised Code, to render within this state any of the applicable types of professional services for which the association was organized. This statement shall be made on a form that the secretary of state shall prescribe, shall be signed by an officer of the association, and shall be filed in the office of the secretary of state.

If any professional association fails to file the biennial statement within the time required by this section, the secretary of state shall give notice of the failure by ordinary or electronic mail to the last known physical or electronic address of the association or its agent. If the biennial statement is not filed within thirty days after the mailing of the notice, the secretary of state, upon the expiration of that period, shall cancel the association's articles of incorporation, give notice of the cancellation to the association by ordinary or electronic mail sent to the last known physical or electronic address of the association or its agent, and make a notation of the cancellation on the records of the secretary of state.

A professional association whose articles have been canceled pursuant to this section may be reinstated by filing an application for reinstatement and the required biennial statement or statements and by paying the reinstatement fee specified in division (Q) of section 111.16 of the Revised Code. The rights, privileges, and franchises of a professional association whose articles have been reinstated are subject to section 1701.922 of the Revised Code. The secretary of state shall inform the tax commissioner of all cancellations and reinstatements under this section.

Amended by 129th General AssemblyFile No.28, HB 153, §101.01, eff. 6/30/2011.

Effective Date: 05-16-2002

1785.07 Selling or transferring shares.

A shareholder of a professional association may sell or transfer that shareholder's shares in the association only to another individual who is duly licensed, certificated, or otherwise legally authorized to render within this state the same professional service as that for which the association was organized or, in the case of a combination of professional services described in division (B) of section 1785.01 of the Revised Code, to render in this state any of the applicable types of professional services for which the association was organized.

Effective Date: 04-10-1998

1785.08 Applicability of general corporation laws.

Chapter 1701: of the Revised Code applies to professional associations, including their organization and the manner of filing articles of incorporation, except that the requirements of division (A) of section 1701.06 of the Revised Code do not apply to professional associations. If any provision of this chapter conflicts with any provision of Chapter 1701. of the Revised Code, the provisions of this chapter shall take precedence. A professional association for the practice of medicine and surgery, osteopathic medicine and surgery, or podiatric medicine and surgery or for the combined practice of optometry, chiropractic, acupuncture through the state chiropractic board, psychology, nursing, pharmacy, physical therapy, mechanotherapy, medicine and surgery, osteopathic medicine and surgery, or podiatric medicine and surgery may provide in its articles of incorporation or bylaws that its directors may have terms of office not exceeding six years.

Effective Date: 03-22-1999; 2007 SB33 08-22-2007

1785.09 Other forms of organization.

This chapter does not preclude the rendering of a professional service within this state by a corporation formed under division (B) of section 1701.03 of the Revised Code, a limited liability company formed under Chapter 1705. of the Revised Code, or a foreign limited liability company registered with the secretary of state and transacting business in this state in accordance with sections 1705.53 to 1705.58 of the Revised Code.

Effective Date: 07-01-1994