2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 29 - Professional Corporations
2923 - Issuance and retention of shares.

     § 2923.  Issuance and retention of shares.
        (a)  General rule.--Except as otherwise provided by a
     statute, rule or regulation applicable to a particular
     profession, all of the ultimate beneficial owners of shares in a
     professional corporation shall be licensed persons and any
     issuance or transfer of shares in violation of this restriction
     shall be void. A shareholder of a professional corporation shall
     not enter into a voting trust, proxy or any other arrangement
     vesting another person (other than a person who is qualified to
     be a direct or indirect shareholder of the same corporation)
     with the authority to exercise the voting power of any or all of
     his shares, and any such purported voting trust, proxy or other
     arrangement shall be void.
        (b)  Ownership by estate.--Unless a lesser period of time is
     provided in a bylaw adopted by the shareholders or in a written
     agreement among the shareholders of the corporation, the estate
     of a deceased shareholder may continue to hold shares of the
     professional corporation for a reasonable period of
     administration of the estate, but the personal representative of
     the estate shall not by reason of the retention of shares be
     authorized to participate in any decisions concerning the
     rendering of professional service.
        (c)  Interstate application.--Where a person who is a
     licensed person under the laws of another jurisdiction engages
     in activities in this Commonwealth that would be unlawful unless
     that person were also a licensed person under the laws of this
     Commonwealth, shares of a professional corporation shall not be
     issued to or retained by or on behalf of him unless he is also a
     licensed person under the laws of this Commonwealth. Except as
     provided in the preceding sentence, this chapter shall not be
     construed to require that any proportion or number of the
     holders or beneficial owners of a professional corporation who
     are licensed persons shall be licensed persons under the laws of
     this Commonwealth.
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992,
     P.L.1333, No.169, eff. 60 days; Dec. 7, 1994, P.L.703, No. 106,
     eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended subsecs. (a) and (b).
        1992 Amendment.  Act 169 amended subsec. (c).
        Cross References.  Section 2923 is referred to in section
     1504 of this title.