Feedback on NCBOCE's Incorporation Rules

INCORPORATION EDITION- PC, PA, and PLLC

(This is not legal advice and you should seek the advice of a healthcare or business attorney for guidance)

WHERE ARE THE RULES ABOUT CORPORATIONS?

The NC General Assembly has passed several statutes (laws) that govern everything from the name of a corporation, to who can own a one, who can co-own a professional corporation, and how it has to be registered.

Many of those statutes can be found in section 55B of the NC General Statutes and NC GS 90-157.3.

Additionally, there are rules from the Office of Administrative Hearings that govern chiropractic corporate entities in NC. Those can be found HERE.

DO I HAVE TO BE INCORPORATED?

No. You can practice as a sole proprietorship if you choose.

WHAT ARE THE CORPORATE STRUCTURES AVAILABLE TO A DC?

A DC rendering professional services through a corporate entity must provide those services through a professional corporation or professional limited liability corporation. A corporate entity that provides professional chiropractic services, must be in the form of a Professional Corporation (PC), Professional Association (PA ), or Professional Limited Liability Corporation (PLLC).  See 55B above.

NOTE: Entities in the form of Inc, Ltd, LLC, are not acceptable for a chiropractic corporation rendering chiropractic services to the public.

CAN A NON-LICENSED PERSON OWN A NC CHIROPRACTIC CORPORATION (or part of one)?

Short answer, no. Not even if they are a DC but without a license. All shareholders of a chiropractic corporation must be licensed by this board. See 55B above and NC GS 90-157.3.

WHAT HAPPENS IF THE OWNER/DOCTOR OF A CORPORATION DIES AND THE NON-LICENSED SPOUSE INHERITS THE PRACTICE?

Typically, the spouse has one year to dispose of the practice and make sure a licensed doctor can assume ownership. See NC GS 55B-7.

CAN I PUT MY CORPORATION INTO A TRUST?

A licensed North Carolina chiropractor who owns a 100% interest in a Chiropractic professional corporation or PLLC, may transfer that interest to a revocable living trust under the following conditions:

1. The trust remains revocable
2. The licensee/trustee maintains sole control of the trust
3. The licensee is the beneficiary of the trust
4. The trust complies with NCGS 55B-6, 55B-7(a), and 55B-7(b) in the event a substitute trustee steps in or the beneficiary becomes a non-licensee. In either event, the Board would be notified within 30 days, and ownership would change to a licensee within one year as mandated by law.

MUST I LABEL MY SOCIAL MEDIA WITH MY CORPORATE DESIGNATION i.e. PC, PLLC?

Yes – see 21 NCAC 10. 0217(d).

IF I REGISTER WITH THE NC SECRETARY OF STATE, WHY DO I ALSO HAVE TO REGISTER WITH THE BOARD OF EXAMINERS?

Chiropractic professional corporations and PLLCS are required to register with the NC Board of Chiropractic Examiners by the NC General Assembly (see 55B above). One of the functions of this board is to keep a record of all chiropractic corporations, assure that all shareholders are currently licensed chiropractors, and report any non-compliance to the NC Secretary of State annually. We require that all chiropractic professional corporate entities register with our board, and renew annually, so that we may fulfill our legal obligation to the NC Secretary of State. See 55B above.

WHERE CAN I FIND THE FORMS TO REGISTER MY CORPORATION?

For more information, forms, questions about selling a corporation, transferring a corporation, and more, go to: https://ncchiroboard.com/incorporation/