2018 Illinois Compiled Statutes
Chapter 805 - BUSINESS ORGANIZATIONS
805 ILCS 305/ - Professional Association Act.

(805 ILCS 305/0.01) (from Ch. 106 1/2, par. 100)
Sec. 0.01. Short title. This Act may be cited as the Professional Association Act.
(Source: P.A. 86-1324.)


(805 ILCS 305/1) (from Ch. 106 1/2, par. 101)
Sec. 1. Any 2 or more persons duly licensed to practice a profession under the laws of this State may form a professional association, as distinguished from either a partnership or a corporation, by associating themselves for the purpose of rendering professional services or, if the professional services are within the fields of medicine, dentistry and nursing, related professional services and dividing the gains therefrom as stated in articles of association. Except for an association formed for the purpose of rendering professional services within the fields of medicine, dentistry and nursing, no professional association organized pursuant to this Act shall engage in more than one type of professional service. Each of the members of the association shall be licensed to perform the type of professional service or one of the related professional services for which the association is formed.
(Source: P.A. 79-1072.)


(805 ILCS 305/2) (from Ch. 106 1/2, par. 102)
Sec. 2. As used in this Act, the term "professional service" means any type of personal service to the public which requires as a condition precedent to the rendering of such service the obtaining of a license, and which service by law cannot be performed by a corporation. The term "license" includes a license, certificate of registration or any other evidence of the satisfaction of State requirements.
(Source: Laws 1961, p. 3061.)


(805 ILCS 305/2.1) (from Ch. 106 1/2, par. 102.1)
Sec. 2.1. "Related professional services" means more than one professional service which requires as a condition precedent to the rendering thereof the obtaining of a license from a State agency and includes only professional services within the fields of medicine, dentistry and nursing.
(Source: P.A. 79-1072.)


(805 ILCS 305/3) (from Ch. 106 1/2, par. 103)
Sec. 3. A professional association may adopt a name consisting of the full or last name of one or more of the associates, followed by the term "associated" or "association" or "and associates" or the abbreviation "assoc." Nothing in this Act shall be construed as affecting "An Act in relation to the use of an assumed name in the conduct or transaction of business in this State", approved July 17, 1941, as heretofore or hereafter amended.
(Source: Laws 1961, p. 3061.)


(805 ILCS 305/4) (from Ch. 106 1/2, par. 104)
Sec. 4. A professional association may in its own name invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment, and may own real or personal property necessary or appropriate for rendering its professional service.
(Source: Laws 1961, p. 3061.)


(805 ILCS 305/5) (from Ch. 106 1/2, par. 105)
Sec. 5. Each individual licensed in this State to perform professional services who is employed by a professional association shall remain subject to reprimand or discipline for his conduct under the provisions of the licensing statute pursuant to which he is licensed.
(Source: Laws 1961, p. 3061.)


(805 ILCS 305/6) (from Ch. 106 1/2, par. 106)
Sec. 6. This Act does not alter any law applicable to the relationship between a person furnishing professional service and a person receiving such professional service including liability arising out of such professional service.
(Source: Laws 1961, p. 3061.)


(805 ILCS 305/7) (from Ch. 106 1/2, par. 107)
Sec. 7. Articles of association may provide that a professional association shall continue as a separate entity independent of its members, for all purposes for such period of time as provided in the articles, or until dissolved by a vote of 2/3 of the members, and shall continue notwithstanding the death, legal disability conviction for felony, resignation, withdrawal, transfer of membership, retirement, or expulsion of any one or more of the members (except the last surviving member), the admission of or transfer of membership to any new member or members, or the happening of any other event, which under the law of this State and under like circumstances, would work a dissolution of a partnership. Articles may provide that no member of a professional association shall have the power to dissolve the association by his or her independent act of any kind.
(Source: P.A. 83-706.)


(805 ILCS 305/8) (from Ch. 106 1/2, par. 108)
Sec. 8. A professional association organized pursuant to the provisions of this Act shall be governed by a Board of Directors or an Executive Committee elected by the members, and represented by officers elected by the Board of Directors or Executive Committee, so that centralization of management will be assured, and no member shall have the power to bind the association within the scope of the association's business or profession merely by virtue of his being a member of the association. Officers and members of the Board of Directors or Executive Committee shall be members of the professional association. Officers need not be members of the Board of Directors or Executive Committee except that the President shall be a member of the Board of Directors or Executive Committee. The members may adopt such by-laws as they may deem proper, or the power to promulgate by-laws of the association may be delegated by the articles of association to the Board of Directors or Executive Committee of the professional association, as the members may decide. Each member shall have such power to cast such vote or votes at the meeting of the members as the articles of association shall provide. The officers of the professional association may employ such agents or employees of the association as they may deem advisable. The officers of the association shall include a President, Vice President, Secretary, Treasurer, and such other officers as the Board of Directors or Executive Committee may determine. Any one person may serve in more than one office provided that the President and the Secretary of the professional association shall not be the same person.
(Source: Laws 1961, p. 3061.)


(805 ILCS 305/9) (from Ch. 106 1/2, par. 109)
Sec. 9. Shares or units of ownership in a professional association shall be transferable to persons licensed to perform the same type of professional service as that for which the professional association was formed.
(Source: Laws 1961, p. 3061.)


(805 ILCS 305/10) (from Ch. 106 1/2, par. 110)
Sec. 10. Regulation of practice of law.
(a) The manner in which lawyers practice law under this Act is subject to the powers of the Supreme Court to regulate the practice of law.
(b) A professional association that is organized to practice law may not engage in the practice of law without a certificate of registration from the Supreme Court of Illinois. Application for registration shall be made in writing and shall contain the name and address of the professional association and such other information as may be required by the Supreme Court. Upon receipt of the application, if the Supreme Court finds that the members and shareholders are each licensed to practice law, no disciplinary action is pending against any of them, and it appears that the professional association will be conducted in compliance with the law and the rules of the Supreme Court, the Supreme Court may issue, upon payment of a registration fee of $50, a certificate of registration.
Upon written application of the certificate holder and upon completion of a form prescribed by the Supreme Court, the Supreme Court may renew the certificate if it finds that the professional association has complied with the Supreme Court's rules and the provisions of this Act. The fee for the renewal of a certificate of registration is $40 per year.
The certificate of registration shall be conspicuously posted upon the premises to which it is applicable, and the professional association may have only those offices that are designated by street address in the articles of association or as changed by amendment of those articles. A certificate of registration is not assignable.
(c) Moneys collected under this Section shall be deposited into the Supreme Court Special Purposes Fund.
(d) After the effective date of this amendatory Act of the 98th General Assembly, the amount of any fee collected under this Section may be set by Supreme Court rule, except that the amount of the fees shall remain as set by statute until the Supreme Court adopts rules specifying a higher or lower fee amount.
(Source: P.A. 98-324, eff. 10-1-13.)


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