Senate Bill No. 555
(By Senators Wooton, Ball, Bowman, Dittmar, Fanning, Hunter,
Oliverio, Ross, Schoonover, Snyder, White, Buckalew, Deem, Kimble
and Scott)
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[Originating in the Committee on the Judiciary;
reported April 2, 1997.]
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A BILL to amend and reenact sections one thousand three hundred
one, one thousand three hundred two, one thousand three
hundred three and one thousand three hundred four, article
thirteen, chapter thirty-one-b of the code of West Virginia,
one thousand nine hundred thirty-one, as amended, all relating
to professional limited liability companies ("PLLC");
authorizing formation of PLLCs by psychologists licensed under
article twenty-one, chapter thirty of said code; specifying
that persons providing compatible professional services may
form PLLCs; authorizing one or more persons who may legally
and ethically practice together to form PLLCs; specifying who
may be members of PLLCs; authorizing ownership of limited
liability companies by PLLCs; requiring reporting of names of
members of PLLCs to secretary of state; and requiring certain
licensing boards to allow formation of PLLCs by licensees.
Be it enacted by the Legislature of West Virginia:
That sections one thousand three hundred one, one thousand
three hundred two, one thousand three hundred three and one
thousand three hundred four, article thirteen, chapter thirty-one-b
of the code of West Virginia, one thousand nine hundred thirty-one,
as amended, be amended and reenacted, all to read as follows:
ARTICLE 13. PROFESSIONAL LIMITED LIABILITY COMPANIES.
§31B-13-1301. Definitions.
As used in this article:
(1) "Licensing board" means the governing body or agency
established under chapter thirty of this code which is responsible
for the licensing and regulation of the practice of the profession
which the professional limited liability company is organized to
provide;
(2) "Professional limited liability company" means a limited
liability company organized under this chapter for the purpose of
rendering a professional service; and
(3) "Professional service" means the services rendered by the
following professions: Attorneys-at-law under article two,
physicians and podiatrists under article three, dentists under
article four, optometrists under article eight, accountants under
article nine, veterinarians under article ten, architects under
article twelve, engineers under article thirteen, osteopathic
physicians and surgeons under article fourteen
, and chiropractors
under article sixteen
and psychologists under article twenty-one, all of chapter thirty of this code.
§31B-13-1302. Who may become a member; professional limited
liability companies authorized.
(a)
Two One or more persons duly licensed or otherwise legally
authorized to render the same
or compatible professional services
or to
otherwise practice together within this state may become
members of a professional limited liability company under the
provisions of this chapter for the purpose of rendering the same
or
compatible professional services. Notwithstanding any provision of
this code to the contrary, including any limitation or restriction
set forth in any licensing provision of chapter thirty of this
code, a professional limited liability company may be formed to
provide any of the professional services as defined in section one
thousand three hundred one of this article.
(b) Any one or more persons who, under applicable legal or
ethical rules or principles, can collectively practice the same or
compatible professions, whether as general partners, joint
venturers, fellow shareholders, fellow members or common business
owners, may form, own and operate, as members, a professional
limited liability company under this article. For purposes of this
section, members of professional limited liability companies may be
natural persons, professional corporations, other professional
limited liability companies and professional partnerships.
Professional limited liability companies may form, own and operate separate limited liability companies.
(b) (c) No professional limited liability company organized
under this article
shall may have as a member anyone other than a
person who is duly licensed or otherwise legally authorized to
render the professional services for which the professional limited
liability company was organized.
The names of members of
professional limited liability companies who have signature
authority shall be furnished to the secretary of state. Any change
in the persons who have signature authority for a professional
limited liability company shall be promptly reported to the
secretary of state.
§31B-13-1303. Name.
The name of a professional limited liability company shall
contain the words "professional limited liability company" or the
abbreviation "P.L.L.C.,"
"PLLC," or "Professional L.L.C."
or
"Professional LLC."
§31B-13-1304. Duty of licensing board.
The licensing board for each of the professions authorized to
form professional limited liability companies under this article
shall propose legislative rules for promulgation, in accordance
with the provisions of article three, chapter twenty-nine-a of this
code, providing for the implementation of this article and the
procedures for the formation and approval of professional limited
liability companies for the particular profession under the jurisdiction of such licensing board.
The rules of each licensing
board shall permit the formation and approval of professional
limited liability companies with members from different
professions.
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(NOTE: The purpose of this bill is to allow one or more
professions to form professional limited liability companies
("PLLCs"); allow licensed psychologists to form PLLCs; provide for
who may be a member of a PLLC; authorizing PLLCs to own limited
liability companies ("LLCs"); require the reporting of names of
persons with PLLC signature authority to the Secretary of State;
and to require certain licensing boards to allow licensees to form
PLLCs.
Strike-throughs indicate language that would be stricken from
the present law and underscoring indicates new language that would
be added.)