2005 Idaho Code - 53-615 — PROFESSIONAL SERVICE LIMITED LIABILITY COMPANIES

                                  TITLE  53
                                 PARTNERSHIP
                                  CHAPTER 6
                     IDAHO LIMITED LIABILITY COMPANY ACT
    53-615.  PROFESSIONAL SERVICE LIMITED LIABILITY COMPANIES. (1) One (1) or
more persons duly licensed or otherwise legally authorized to render the same
or allied professional services within this state or professional
corporations, partnerships or limited liability companies all of whose
shareholders, partners or members are duly licensed or otherwise legally
authorized to render the same or allied professional services within this
state may organize and become a professional company under the provisions of
this chapter for the sole and specific purpose of rendering the same and
specific professional service, allied professional services and services
ancillary to the professional services. This section shall not be deemed to
authorize allied professional services where the laws pertaining to specific
professions or the codes of ethics or professional responsibility of any of
the professions involved in such a proposed professional company prohibit such
a combination of professional services.
    (2)  No professional company may render professional services in this
state except through its managers, members, employees and agents who are duly
licensed or otherwise legally authorized to render such professional services
within this state.  The term "employee" as used in this chapter does not
include clerks, secretaries, bookkeepers, technicians and other assistants who
are not usually and ordinarily considered by custom and practice to be
rendering professional services to the public for which a license or other
legal authorization is required.
    (3)  Nothing contained in this section shall be interpreted to abolish,
repeal, modify, restrict or limit the law now in effect in this state
applicable to the professional relationship and liabilities between the person
furnishing the professional services and the person receiving such
professional services and to the standards for professional conduct.  Any
manager, member, agent or employee of a professional company organized under
this chapter shall remain personally and fully liable and accountable for any
negligent or wrongful acts or misconduct committed by him, or by any person
under his direct supervision and control, while rendering professional
services on behalf of the professional company to the person for whom such
professional services were being rendered. The professional company shall be
liable up to the full value of its property for any negligent or wrongful acts
or misconduct committed by any of its managers, members, agents or employees
while they are engaged on behalf of the professional company in the rendering
of professional services.
    The relationship of a person whether as an individual, shareholder or a
professional corporation, partner of a partnership or member of a professional
company to a professional company organized under the provisions of this
chapter, with which such person is associated, whether as manager, member or
employee, shall in no way modify or diminish the jurisdiction over him of the
governmental authority or state agency which licensed, certified or registered
him for a particular profession.
    (4)  No professional company may offer membership to or accept as a member
anyone other than a person who is duly licensed or otherwise legally
authorized to render the same specific professional services as those for
which the company was organized or professional corporations, partnerships or
limited liability companies all of whose shareholders, partners or members are
duly licensed or otherwise legally authorized to render the same specific
professional services as those for which the professional company was
organized. No member of a professional company shall enter into a voting trust
agreement or any other type of agreement vesting another person with the
authority to exercise the voting power of his membership.
    (5)  If any manager, member, agent or employee of a professional company
who has been rendering professional services within this state or accepts
employment that, pursuant to existing law, places restrictions or limitations
upon his continued rendering of such professional services, he shall cease to
be a member in such professional company in accordance with the provisions of
subsection (1)(k) of section 53-641, Idaho Code, and the remaining members of
the professional company shall take such action as is required to terminate
such membership.
    (6)  No member of a professional company may sell or transfer his
membership in such professional company except to another individual,
professional corporation, partnership or limited liability company eligible to
be a member of such professional company and except pursuant to the provisions
of section 53-638, Idaho Code.
    (7)  The provisions of this section shall not be considered as repealing,
modifying or restricting the applicable provisions of law regulating the
several professions except insofar as such laws conflict with the provisions
of this section.
    (8)  As used in this section:
    (a)  The term "professional service" means any type of service to the
    public which can be rendered by a member of any profession within the
    purview of his profession. For the purpose of this chapter, the
    professions shall be held to include the practices of architecture,
    chiropractic, dentistry, engineering, landscape architecture, law,
    medicine, nursing, occupational therapy, optometry, physical therapy,
    podiatry, professional geology, psychology, certified or licensed public
    accountancy, social work, surveying, and veterinary medicine, and no
    others.
    (b)  The term "professional company" means a limited liability company
    organized under the provisions of this chapter for the sole and specific
    purpose of rendering professional service and which has as its members
    only natural persons who themselves are duly licensed or otherwise legally
    authorized to render one (1) or more of the same professional services as
    the professional company.
    (c)  The term "allied professional services" means professional services
    which are so related in substance that they are frequently offered in
    conjunction with one another as parts of the same service package to the
    consumer.