Illinois General Assembly

  Bills & Resolutions  
  Compiled Statutes  
  Public Acts  
  Legislative Reports  
  IL Constitution  
  Legislative Guide  
  Legislative Glossary  

 Search By Number
 (example: HB0001)
Search Tips

Search By Keyword

Illinois Compiled Statutes

Information maintained by the Legislative Reference Bureau
Updating the database of the Illinois Compiled Statutes (ILCS) is an ongoing process. Recent laws may not yet be included in the ILCS database, but they are found on this site as Public Acts soon after they become law. For information concerning the relationship between statutes and Public Acts, refer to the Guide.

Because the statute database is maintained primarily for legislative drafting purposes, statutory changes are sometimes included in the statute database before they take effect. If the source note at the end of a Section of the statutes includes a Public Act that has not yet taken effect, the version of the law that is currently in effect may have already been removed from the database and you should refer to that Public Act to see the changes made to the current law.

BUSINESS ORGANIZATIONS
(805 ILCS 10/) Professional Service Corporation Act.

805 ILCS 10/1

    (805 ILCS 10/1) (from Ch. 32, par. 415-1)
    Sec. 1. This Act may be cited as the Professional Service Corporation Act.
(Source: P.A. 86-1475.)

805 ILCS 10/2

    (805 ILCS 10/2) (from Ch. 32, par. 415-2)
    Sec. 2.
    It is the legislative intent to provide for the incorporation of an individual or group of individuals to render the same professional service or related professional services to the public for which such individuals are required by law to be licensed or to obtain other legal authorization, while preserving the established professional aspects of the personal relationship between the professional person and those he serves professionally.
(Source: P.A. 78-783.)

805 ILCS 10/3

    (805 ILCS 10/3) (from Ch. 32, par. 415-3)
    Sec. 3. In this Act the terms defined in the Sections following this Section and preceding Section 4 have the meanings ascribed to them in those Sections unless a contrary meaning is clear from the context.
(Source: P.A. 97-333, eff. 8-12-11.)

805 ILCS 10/3.1

    (805 ILCS 10/3.1) (from Ch. 32, par. 415-3.1)
    Sec. 3.1.
    "Ancillary personnel" means such person acting in their customary capacities, employed by those rendering a professional service who:
    (1) Are not licensed to engage in the category of professional service for which a professional corporation was formed; and
    (2) Work at the direction or under the supervision of those who are so licensed; and
    (3) Do not hold themselves out to the public generally as being authorized to engage in the practice of the profession for which the corporation is licensed; and
    (4) Are not prohibited by the licensing authority, regulating the category of professional service rendered by the corporation from being so employed and includes clerks, secretaries, technicians and other assistants who are not usually and ordinarily considered by custom and practice to be rendering the professional services for which the corporation was formed.
(Source: P.A. 77-565.)

805 ILCS 10/3.2

    (805 ILCS 10/3.2) (from Ch. 32, par. 415-3.2)
    Sec. 3.2.
    "Regulating authority" means the State board, department, agency or the Supreme Court of Illinois (in the case of attorneys at law) having jurisdiction to grant a license to render the category of professional service for which a professional corporation has been organized or the United States Patent Office or the Internal Revenue Service of the United States Treasury Department.
(Source: P.A. 78-561.)

805 ILCS 10/3.3

    (805 ILCS 10/3.3) (from Ch. 32, par. 415-3.3)
    Sec. 3.3. "License" includes a license, certificate of registration or any other evidence of the satisfaction of the requirements of this State, or of the United States Patent Office or the Internal Revenue Service of the United States Treasury Department, for the practice of a professional service.
(Source: P.A. 78-561.)

805 ILCS 10/3.4

    (805 ILCS 10/3.4) (from Ch. 32, par. 415-3.4)
    Sec. 3.4. (a) "Professional Corporation" means a corporation organized under this Act solely for the purpose of rendering one category of professional service or related professional services and which has as its shareholders, directors, officers, agents and employees (other than ancillary personnel) only individuals who are duly licensed by this State or by the United States Patent Office or the Internal Revenue Service of the United States Treasury Department to render that particular category of professional service or related professional services (except that the secretary of the corporation need not be so licensed), except that the registered agent of the corporation need not be licensed in such case where the registered agent is not a shareholder, director, officer or employee (other than ancillary personnel).
    (b) A Professional Corporation may, for purposes of dissolution, have as its shareholders, directors, officers, agents and employees individuals who are not licensed by this State, provided that the corporation does not render any professional services nor hold itself out as capable of or available to render any professional services during the period of dissolution.
    The regulating authority shall not issue or renew any certificate of authority to a Professional Corporation during the period of dissolution.
    A copy of the certificate of dissolution, as issued by the Secretary of State, shall be delivered to the regulating authority within 30 days of its receipt by the incorporators.
(Source: P.A. 84-1235.)

805 ILCS 10/3.5

    (805 ILCS 10/3.5) (from Ch. 32, par. 415-3.5)
    Sec. 3.5. "Professional Service" means any personal service which requires as a condition precedent to the rendering thereof the obtaining of a license from a State agency or from the United States Patent Office or the Internal Revenue Service of the United States Treasury Department.
(Source: P.A. 83-857.)

805 ILCS 10/3.6

    (805 ILCS 10/3.6) (from Ch. 32, par. 415-3.6)
    Sec. 3.6. "Related professions" and "related professional services" mean more than one personal service which requires as a condition precedent to the rendering thereof the obtaining of a license and which prior to October 1, 1973 could not be performed by a corporation by reason of law; provided, however, that these terms shall be restricted to:
        (1) a combination of two or more of the following
    
personal services: (a) "architecture" as defined in Section 5 of the Illinois Architecture Practice Act of 1989, (b) "professional engineering" as defined in Section 4 of the Professional Engineering Practice Act of 1989, (c) "structural engineering" as defined in Section 5 of the Structural Engineering Practice Act of 1989, (d) "land surveying" as defined in Section 2 of the Illinois Professional Land Surveyor Act of 1989; or
        (2) a combination of the following personal services:
    
(a) the practice of medicine by persons licensed under the Medical Practice Act of 1987, (b) the practice of podiatry as defined in Section 5 of the Podiatric Medical Practice Act of 1987, (c) the practice of dentistry as defined in the Illinois Dental Practice Act, (d) the practice of optometry as defined in the Illinois Optometric Practice Act of 1987.
(Source: P.A. 95-738, eff. 1-1-09.)

805 ILCS 10/4

    (805 ILCS 10/4) (from Ch. 32, par. 415-4)
    Sec. 4. The "Business Corporation Act of 1983", as now or hereafter amended, shall be applicable to professional corporations organized under this Act, and they shall enjoy the powers and privileges and be subject to the duties, restrictions, and liabilities of other corporations, except where inconsistent with the letter and purpose of this Act. This Act shall take precedence in the event of any conflict with provisions of the "Business Corporation Act of 1983" or other laws.
    This Act shall not apply to any persons within this State who prior to the passage of this Act were rendering personal services by means of a corporation, nor to any corporation organized by them presently in existence or hereafter organized, however such persons may elect to incorporate under the provisions of this Act, or to bring an existing corporation within the provisions of this Act by amending the articles of incorporation in such a manner as to be consistent with all the provisions of this Act and by affirmatively stating in the amended articles of incorporation that the shareholders have elected to bring the corporation within the provisions of this Act.
    A professional association organized under the "Act to Authorize Professional Associations", approved August 9, 1961, as amended, may elect by resolution to bring the association under the provisions of this Act by authorizing its members to incorporate under this Act and stating in the articles of incorporation that the association shall be considered to have merged with the professional corporation so formed. When the articles of incorporation have been filed with the Secretary of State, the professional corporation shall be deemed to have acquired the property and assets and assumed the liabilities of the association; and the association shall thereafter cease to exist as a separate identity.
    Nothing contained in this Act shall alter the right of persons licensed to engage in the rendering of a personal service from so doing in any other business form permitted them by law.
    The provisions of this Act shall not be considered as repealing, modifying or restricting the applicable provisions of law regulating the several professions except insofar as such laws are in conflict with the provisions of this Act, however, the provisions of this Act shall take precedence over any law which prohibits a corporation from rendering any type of professional services. Nothing contained in this Act shall prohibit a professional corporation from employing ancillary personnel.
(Source: P.A. 83-1362.)

805 ILCS 10/5

    (805 ILCS 10/5) (from Ch. 32, par. 415-5)
    Sec. 5. A professional corporation organized under this Act may consolidate or merge only with another domestic professional corporation organized under this Act to render the same specific professional service or related professional services or with a domestic limited liability company organized under the Limited Liability Company Act to render the same specific professional service or related professional services and a merger or consolidation with any foreign corporation or foreign limited liability company is prohibited. A professional association organized under the "Act to Authorize Professional Associations", approved August 9, 1961, as amended, may merge with a professional corporation formed under this Act by complying with Section 4 of this Act.
(Source: P.A. 95-368, eff. 8-23-07.)

805 ILCS 10/6

    (805 ILCS 10/6) (from Ch. 32, par. 415-6)
    Sec. 6. One or more individuals each of whom is licensed to perform the same professional service or related professional services in this State may organize a professional corporation by filing articles of incorporation with the Secretary of State on forms furnished by the Secretary. Such articles of incorporation shall meet the requirements of the "Business Corporation Act of 1983" and in addition thereto state the specific profession or related professions to be practiced by the professional corporation.
    A professional corporation may be organized under this Act only for the purpose of rendering one specific type of professional service and services ancillary thereto; provided, however, that nothing herein shall be construed to prevent a professional corporation from organizing under this Act where that corporation is organized for the purpose of rendering related professional services and services ancillary thereto; and provided, however, that nothing herein shall prohibit an attorney licensed to practice law in Illinois from signing and acting as initial incorporator on behalf of such corporation.
(Source: P.A. 85-190.)

805 ILCS 10/7

    (805 ILCS 10/7) (from Ch. 32, par. 415-7)
    Sec. 7.
    No corporation organized and incorporated under this Act may render professional services, except through its officers, 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 Act does not include "ancillary personnel" as that term is used in this Act.
(Source: P.A. 77-565.)

805 ILCS 10/8

    (805 ILCS 10/8) (from Ch. 32, par. 415-8)
    Sec. 8.
    Nothing contained in this Act 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 service and to the standards for professional conduct. Any officer, shareholder, agent or employee of a corporation organized under this Act shall remain personally and fully liable and accountable for any negligent or wrongful acts or misconduct committed by him, or by any ancillary personnel or person under his direct supervision and control, while rendering professional services on behalf of the corporation to the person for whom such professional services were being rendered. However, a professional corporation shall have no greater liability for the conduct of its agents than a general business corporation. The corporation shall be liable up to the full value of its property for any negligence or wrongful acts or misconduct committed by any of its officers, shareholders, agents or employees while they are engaged on behalf of the corporation in the rendering of professional services.
    The relationship of an individual to a professional corporation organized under this Act, with which such individual is associated, whether as a shareholder, director, officer 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.
    All rights and obligations pertaining to communications made to, or information received by, any qualified person, or his advice thereon, shall be extended to the professional corporation of which he is a shareholder or employee, and to the corporation's officers, employees and ancillary personnel.
(Source: P.A. 76-1283.)

805 ILCS 10/9

    (805 ILCS 10/9) (from Ch. 32, par. 415-9)
    Sec. 9. A professional corporation shall adopt a name consisting of the full or last name of one or more of its shareholders; except that if not otherwise prohibited by law, rules of a regulating authority or the canons of ethics of the profession concerned, a professional corporation may adopt a fictitious name. If the corporation does adopt a fictitious name or continues to use the name of a deceased shareholder, the name of a member of a predecessor organization, it shall file with the county clerk of the county where its principal place of business is located, under "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 now or hereafter amended. It shall be permissible for a professional corporation to continue to use the name of a deceased shareholder for a period of one year after his death without recording the name of the corporation with the county clerk as hereinabove provided. A professional corporation may continue to use the name of a shareholder who voluntarily withdraws from the corporation if the withdrawing shareholder files with the regulating authority his written permission for the continued use of his name by the professional corporation. This permission shall remain in effect until written revocation has been received by the regulating authority from the former shareholder.
    The corporate name shall end with the word "chartered" or "Limited" or the abbreviation "Ltd.", or with the words "Professional Corporation" or the abbreviation "Prof. Corp." or the initials "P. C.".
(Source: P.A. 81-1509.)

805 ILCS 10/10

    (805 ILCS 10/10) (from Ch. 32, par. 415-10)
    Sec. 10. A professional corporation organized under this Act shall be governed by a board of directors elected by the shareholders and represented by officers elected by the board of directors, and, if desired, by an executive committee elected by the board of directors. If such corporation has only one shareholder it need have only one director who shall be such shareholder and may also serve as president, secretary, and treasurer of the corporation. Such one shareholder corporations need not have a vice-president. If such corporation has only 2 shareholders it need have only 2 directors who shall be such shareholders and they shall fill the offices of president, vice-president, secretary and treasurer of the corporation between them.
(Source: P.A. 81-405.)

805 ILCS 10/11

    (805 ILCS 10/11) (from Ch. 32, par. 415-11)
    Sec. 11. No corporation organized under this Act may issue any of its capital stock to anyone other than an individual who is duly licensed or otherwise legally authorized to render the same specific professional services or related professional services as those for which the corporation was organized. No shareholder 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 any of his stock.
    The articles of incorporation shall provide for the purchase or redemption of the shares of any shareholder upon his death or disqualification, or the same may be provided for in the by-laws of the corporation or in a separate agreement of the interested parties.
    If the articles of incorporation, by-laws or separate agreement fail to state a price or method of determining a fixed price at which the corporation or its shareholders may purchase the shares of a deceased shareholder, or a shareholder no longer qualified to own shares in the corporation, then the price for such shares shall be the book value as of the end of the month immediately preceding the death or disqualification of the shareholder. Book value shall be determined from the books and records of the corporation in accordance with the accounting methods used by the corporation.
(Source: P.A. 85-190.)

805 ILCS 10/12

    (805 ILCS 10/12) (from Ch. 32, par. 415-12)
    Sec. 12. (a) No corporation shall open, operate or maintain an establishment for any of the purposes for which a corporation may be organized under this Act without a certificate of registration from the regulating authority authorized by law to license individuals to engage in the profession or related professions concerned. Application for such registration shall be made in writing, and shall contain the name and address of the corporation, and such other information as may be required by the regulating authority. Upon receipt of such application, the regulating authority, or some administrative agency of government designated by it, shall make an investigation of the corporation. If the regulating authority is the Supreme Court it may designate the bar or legal association which investigates and prefers charges against lawyers to it for disciplining. If such authority finds that the incorporators, officers, directors and shareholders are each licensed pursuant to the laws of Illinois to engage in the particular profession or related professions involved (except that the secretary of the corporation need not be so licensed), and if no disciplinary action is pending before it against any of them, and if it appears that the corporation will be conducted in compliance with the law and the regulations and rules of the regulating authority, such authority, shall issue, upon payment of a registration fee of $50, a certificate of registration.
    Upon written application of the holder, the regulating authority which originally issued the certificate of registration shall renew the certificate if it finds that the corporation has complied with its regulations and the provisions of this Act.
    The fee for the renewal of a certificate of registration shall be calculated at the rate of $40 per year.
    The certificate of registration shall be conspicuously posted upon the premises to which it is applicable, and the professional corporation shall have only those offices which are designated by street address in the articles of incorporation, or as changed by amendment of such articles. No certificate of registration shall be assignable.
    (b) Moneys collected under this Section from a professional corporation organized to practice law shall be deposited into the Supreme Court Special Purposes Fund.
    (c) After the effective date of this amendatory Act of the 98th General Assembly, the amount of any fee collected under this Section from a professional corporation organized to practice law 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.)

805 ILCS 10/12.1

    (805 ILCS 10/12.1) (from Ch. 32, par. 415-12.1)
    Sec. 12.1. Any corporation which on 2 occasions issues or delivers a check or other order to the Department of Professional Regulation which is not honored by the financial institution upon which it is drawn because of insufficient funds on account, shall pay to the Department, in addition to the amount owing upon such check or other order, a fee of $50. If such check or other order was issued or delivered in payment of a renewal fee and the corporation whose certificate of registration has lapsed continues to practice as a corporation without paying the renewal fee and the $50 fee required under this Section, an additional fee of $100 shall be imposed for practicing without a current license. The Department shall notify the corporation whose certificate of registration has lapsed, within 30 days after the discovery by the Department that such corporation is operating without a current certificate, that the corporation is operating without a certificate, and of the amount due to the Department, which shall include the lapsed renewal fee and all other fees required by this Section. If after the expiration of 30 days from the date of such notification, the corporation whose certificate has lapsed seeks a current certificate, it shall thereafter apply to the Department for reinstatement of the certificate and pay all fees due to the Department. The Department may establish a fee for the processing of an application for reinstatement of a certificate which allows the Department to pay all costs and expenses incident to the processing of this application. The Director may waive the fees due under this Section in individual cases where he finds that in the particular case such fees would be unreasonable or unnecessarily burdensome.
(Source: P.A. 85-1209.)

805 ILCS 10/13

    (805 ILCS 10/13) (from Ch. 32, par. 415-13)
    Sec. 13. The regulating authority which issued the certificate of registration may suspend or revoke it for any of the following reasons:
    (a) The revocation or suspension of the license to practice the profession of any officer, director, shareholder or employee not promptly removed or discharged by the corporation; (b) unethical professional conduct on the part of any officer, director, shareholder or employee not promptly removed or discharged by the corporation; (c) the death of the last remaining shareholder; (d) upon finding that the holder of a certificate has failed to comply with the provisions of this Act or the regulations prescribed by the regulating authority that issued it; or (e) the failure to file a return, or to pay the tax, penalty or interest shown in a filed return, or to pay any final assessment of tax, penalty or interest, as required by any tax Act administered by the Illinois Department of Revenue, until such time as the requirements of any such tax Act are satisfied.
    Before any certificate of registration is suspended or revoked, the holder shall be given written notice of the proposed action and the reasons therefor, and shall provide a public hearing by the regulating authority, with the right to produce testimony and other evidence concerning the charges made. The notice shall also state the place and date of the hearing which shall be at least 10 days after service of said notice.
    All orders of regulating authorities denying an application for a certificate of registration or suspending or revoking a certificate of registration shall be subject to judicial review pursuant to the provisions of the Administrative Review Law, as now or hereafter amended, and the rules adopted pursuant thereto then in force.
(Source: P.A. 85-1222.)

805 ILCS 10/14

    (805 ILCS 10/14) (from Ch. 32, par. 415-14)
    Sec. 14.
    At the time of the filing of the written application by the corporation for the renewal of its certificate under Section 12 of this Act, such corporation shall also file with the appropriate regulating authority a certificate giving the name and residence addresses of all shareholders as of the last day of the month preceding such filing, and certifying that all such shareholders are duly licensed to render the same professional services or related professional services as those for which the corporation was organized. This certificate shall be made on a form prescribed and furnished by the appropriate regulating authority, shall be signed by the president or vice-president and attested by the secretary or assistant secretary of the professional corporation, and acknowledged and sworn to before a notary public by the persons executing the certificate.
(Source: P.A. 78-783.)

805 ILCS 10/15

    (805 ILCS 10/15) (from Ch. 32, par. 415-15)
    Sec. 15.
    A professional corporation may only engage in the rendering of one category of professional service or related professional services and may render such professional service or related professional services only through shareholders, directors, officers, agents and employees who are themselves duly licensed in that category of professional service. No person who is not licensed in that category of professional service or related professional services shall have any part in the ownership, management or control of the corporation, nor may any proxy to vote any shares of such corporation be given to a person who is not so licensed.
(Source: P.A. 78-783.)

805 ILCS 10/16

    (805 ILCS 10/16) (from Ch. 32, par. 415-16)
    Sec. 16. The provisions of this Act shall not be construed as limiting the rendering of professional services or the practice of any profession under any other provision of law. However, the provisions of this Act shall be applicable to attorneys at law only to the extent and under such terms and conditions as the Supreme Court of Illinois shall determine to be necessary and appropriate. Articles of incorporation of professional corporations organized to practice law shall contain such provisions as may be appropriate to comply with applicable rules of such court.
    Nothing contained in this Act shall be construed to prohibit a corporation from prosecuting as plaintiff or defending as defendant any small claims proceeding in any court of this State through any officer, director, manager, department manager or supervisor of the corporation as authorized by Section 2-416 of the Code of Civil Procedure.
(Source: P.A. 83-909.)

805 ILCS 10/17

    (805 ILCS 10/17) (from Ch. 32, par. 415-17)
    Sec. 17.
    If any provision of this Act or the application thereof to any person or circumstance is invalid, such invalidity shall not affect other provisions or applications of this Act which can be given effect without the invalid provision or application, and to this end the provisions of this Act are declared to be severable.
(Source: P.A. 76-1283.)

805 ILCS 10/18

    (805 ILCS 10/18) (from Ch. 32, par. 415-18)
    Sec. 18. Administrative Procedure Act. The Illinois Administrative Procedure Act is expressly adopted and incorporated herein as if all of the provisions of that Act were included in this Act, except that the provision of subsection (d) of Section 10-65 of the Illinois Administrative Procedure Act which provides that at hearings the licensee has the right to show compliance with all lawful requirements for retention, continuation or renewal of the license is specifically excluded. For the purposes of this Act the notice required under Section 10-25 of the Administrative Procedure Act is deemed sufficient when mailed to the last known address of a party.
(Source: P.A. 88-45.)

805 ILCS 10/19

    (805 ILCS 10/19)
    Sec. 19. Deposit of fees and fines. Beginning July 1, 1995, all of the fees and fines collected under this Act shall be deposited into the General Professions Dedicated Fund.
(Source: P.A. 88-683, eff. 1-24-95.)