2015 Idaho Statutes
Title 30 - CORPORATIONS
Chapter 6 - IDAHO UNIFORM LIMITED LIABILITY COMPANY ACT
Part 2 - FORMATION -- CERTIFICATE OF ORGANIZATION AND OTHER FILINGS
Section 30-6-201A - PROFESSIONAL COMPANY.

30-6-201A. Professional company. (1) Section 30-6-201, Idaho Code, shall not be deemed to authorize a professional company to render 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 section, 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 or to the standards for professional conduct. Notwithstanding section 30-6-304(1), Idaho Code, 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.

(4) The relationship of a person, whether as an individual, shareholder of 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.

(5) No professional company may offer membership to or accept as a member anyone other than an individual 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.

(6) If any manager, member, agent or employee of a professional company who has been rendering professional services within this state 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 section 30-6-602(15), Idaho Code, and the remaining members of the professional company shall take such action as is required to terminate such membership.

(7) 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 30-6-502, Idaho Code.

(8) 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 this section.

History:

[30-6-201A, added 2008, ch. 176, sec. 1, p. 488.]