2016 Colorado Revised Statutes
Title 12 - Professions and Occupations
Health Care
Article 32 - Podiatrists
Part 1 - General Provisions
§ 12-32-109.5. Professional service corporations, limited liability companies, and registered limited liability partnerships for the practice of podiatry - definitions

(1) Persons licensed to practice podiatry by the Colorado podiatry board may form professional service corporations for the practice of podiatry under the "Colorado Corporation Code", if such corporations are organized and operated in accordance with the provisions of this section. The articles of incorporation of such corporations shall contain provisions complying with the following requirements:

(a) The name of the corporation shall contain the words "professional company" or "professional corporation" or abbreviations thereof.

(b) The corporation shall be organized solely for the purposes of conducting the practice of podiatry only through persons licensed by the Colorado podiatry board to practice podiatry in the state of Colorado.

(c) The corporation may exercise the powers and privileges conferred upon corporations by the laws of Colorado only in furtherance of and subject to its corporate purpose.

(d) All shareholders of the corporation shall be persons licensed by the Colorado podiatry board to practice podiatry in the state of Colorado, and who at all times own their shares in their own right. They shall be individuals who, except for illness, accident, time spent in the armed services, on vacations, and on leaves of absence not to exceed one year, are actively engaged in the practice of podiatry in the offices of the corporation.

(e) Provisions shall be made requiring any shareholder who ceases to be or for any reason is ineligible to be a shareholder to dispose of all his or her shares immediately, either to the corporation or to any person having the qualifications described in paragraph (d) of this subsection (1).

(f) The president shall be a shareholder and a director and, to the extent possible, all other directors and officers shall be persons having the qualifications described in paragraph (d) of this subsection (1). Lay directors and officers shall not exercise any authority whatsoever over professional matters. Notwithstanding sections 7-108-103 to 7-108-106, C.R.S., relating to the terms of office of directors, a professional service corporation for the practice of podiatry may provide in the articles of incorporation or the bylaws that the directors may have terms of office of up to six years and that the directors may be divided into either two or three classes, each class to be as nearly equal in number as possible, with the terms of each class staggered to provide for the periodic, but not annual, election of less than all the directors.

(g) The articles of incorporation shall provide and all shareholders of the corporation shall agree that all shareholders of the corporation shall be jointly and severally liable for all acts, errors, and omissions of the employees of the corporation or that all shareholders of the corporation shall be jointly and severally liable for all acts, errors, and omissions of the employees of the corporation except during periods of time when each person licensed by the Colorado podiatry board to practice podiatry in Colorado who is a shareholder or any employee of the corporation has a professional liability policy insuring himself or herself and all employees who are not licensed to practice podiatry who act at his or her direction in the amount of fifty thousand dollars for each claim and an aggregate top limit of liability per year for all claims of one hundred fifty thousand dollars or the corporation maintains in good standing professional liability insurance, which shall meet the following minimum standards:

(I) The insurance shall insure the corporation against liability imposed upon the corporation by law for damages resulting from any claim made against the corporation arising out of the performance of professional services for others by those officers and employees of the corporation who are licensed by the Colorado podiatry board to practice podiatry.

(II) Such policies shall insure the corporation against liability imposed upon it by law for damages arising out of the acts, errors, and omissions of all nonprofessional employees.

(III) The insurance shall be in an amount for each claim of at least fifty thousand dollars multiplied by the number of persons licensed to practice podiatry employed by the corporation. The policy may provide for an aggregate top limit of liability per year for all claims of one hundred fifty thousand dollars also multiplied by the number of persons licensed to practice podiatry employed by the corporation, but no firm shall be required to carry insurance in excess of three hundred thousand dollars for each claim with an aggregate top limit of liability for all claims during the year of nine hundred thousand dollars.

(IV) The policy may provide that it does not apply to: Any dishonest, fraudulent, criminal, or malicious act or omission of the insured corporation or any stockholder or employee thereof; the conduct of any business enterprise, as distinguished from the practice of podiatry, in which the insured corporation under this section is not permitted to engage but which nevertheless may be owned by the insured corporation or in which the insured corporation may be a partner or which may be controlled, operated, or managed by the insured corporation in its own or in a fiduciary capacity, including the ownership, maintenance, or use of any property in connection therewith; when not resulting from breach of professional duty, bodily injury to, or sickness, disease, or death of any person, or to injury to or destruction of any tangible property, including the loss of use thereof; and such policy may contain reasonable provisions with respect to policy periods, territory, claims, conditions, and other usual matters.

(2) (a) The corporation shall do nothing which, if done by a person licensed to practice podiatry in the state of Colorado employed by it, would violate the standards of professional conduct as provided for in section 12-32-107 (3). Any violation by the corporation of this section shall be grounds for the Colorado podiatry board to terminate or suspend its right to practice podiatry.

(b) The provisions of paragraph (b) of subsection (5) of this section shall apply to the employment of a podiatrist by a professional service corporation, limited liability company, or registered limited liability partnership formed for the practice of podiatry in accordance with this section regardless of the date of formation of the entity.

(3) Nothing in this section shall be deemed to diminish or change the obligation of each person licensed to practice podiatry employed by the corporation to conduct his or her practice in accordance with the standards of professional conduct provided for in section 12-32-107 (3). Any person licensed by the Colorado podiatry board to practice podiatry who by act or omission causes the corporation to act or fail to act in a way that violates such standards of professional conduct, including any provision of this section, shall be deemed personally responsible for the act or omission and shall be subject to discipline for the act or omission.

(4) A professional service corporation may adopt a pension, profit-sharing (whether cash or deferred), health and accident, insurance, or welfare plan for all or part of its employees including lay employees if such plan does not require or result in the sharing of specific or identifiable fees with lay employees, and if any payments made to lay employees, or into any such plan in behalf of lay employees, are based upon their compensation or length of service, or both, rather than the amount of fees or income received.

(5) (a) Except as provided in this section, corporations shall not practice podiatry.

(b) Employment of a podiatrist by a certified or licensed hospital, licensed skilled nursing facility, certified home health agency, licensed hospice, certified comprehensive outpatient rehabilitation facility, certified rehabilitation agency, authorized health maintenance organization, accredited educational entity, or other entity wholly owned and operated by any governmental unit or agency shall not be considered the corporate practice of podiatry if:

(I) The relationship created by the employment does not affect the ability of the podiatrist to exercise his or her independent judgment in the practice of the profession;

(II) The podiatrist's independent judgment in the practice of the profession is in fact unaffected by the relationship;

(III) The policies of the entity employing the podiatrist contain a procedure by which complaints by a podiatrist alleging a violation of this paragraph (b) may be heard and resolved;

(IV) The podiatrist is not required to exclusively refer any patient to a particular provider or supplier; except that nothing in this subparagraph (IV) shall invalidate the policy provisions of a contract between a podiatrist and his or her intermediary or the managed care provisions of a health coverage plan; and

(V) The podiatrist is not required to take any other action he or she determines not to be in the patient's best interest.

(c) A podiatrist employed by an entity described in paragraph (b) of this subsection (5) shall be an employee of the entity for purposes of liability for all acts, errors, and omissions of the employee.

(6) As used in this section, unless the context otherwise requires:

(a) "Articles of incorporation" includes operating agreements of limited liability companies and partnership agreements of registered limited liability partnerships.

(b) "Corporation" includes a limited liability company organized under the "Colorado Limited Liability Company Act", article 80 of title 7, C.R.S., and a limited liability partnership registered under section 7-60-144 or 7-64-1002, C.R.S.

(c) "Director" and "officer" of a corporation includes a member and a manager of a limited liability company and a partner in a registered limited liability partnership.

(d) "Employees" includes employees, members, and managers of a limited liability company and employees and partners of a registered limited liability partnership.

(d.5) "Health benefit plan" has the same meaning as set forth in section 10-16-102 (32), C.R.S.

(e) "Share" includes a member's rights in a limited liability company and a partner's rights in a registered limited liability partnership.

(f) "Shareholder" includes a member of a limited liability company and a partner in a registered limited liability partnership.