Professional Corporations

PURPOSE: This rule informs professionals what must be done before and after they form a professional corporation. (1) Professional Corporations—Organization. (A) A person licensed as a chiropractor in this state may form or be a member of a professional corporation organized under and existing in compliance with Chapter 356, RSMo, which corporation may be composed of any combination of the professions defined as a professional service in section 356.021, RSMo provided, that each person is duly licensed to practice his/her profession in this state under the laws applicable to that profession and provided further that the licensing authority of each profession by rule has authorized the members of that profession to form a professional corporation with a person licensed by the State Board of Chiropractic Examiners. (B) A chiropractor licensed to practice chiropractic in Missouri may combine with any of the professions defined as a professional service in section 356.021, RSMo in the same professional corporation to further the providing of health-care services of the respective professions and services ancillary to that profession. (C) The term ancillary services, as used in this rule, shall mean any service directly related to providing primary health care in the form of treatment or therapy to a person. (D) Any professional corporation formed pursuant to this rule shall comply with all applicable requirements of Chapter 356, RSMo. As soon as practicable, but no later than thirty (30) days from the date of issuance of a Certificate of Incorporation by the Missouri secretary of state, each professional corporation shall provide the board with a copy of the Articles of Incorporation, certified by the secretary of the corporation that the articles are true and correct copies and also shall provide a copy of the Certificate of Incorporation issued by the Missouri secretary of state. (E) No professional corporation shall dissolve or elect to cease being a professional corporation under the provisions of section 356.201, RSMo, until the corporation has provided the board with information which in the board’s view is sufficient to assure the board that adequate measures have been taken by the corporation to provide for the transfer of patient records, including X-rays, to either the patient or another health care provider of the patient’s choosing or to assure the board that the patient does not desire the records delivered to him/her or another health care provider. (F) A chiropractor licensed pursuant to Chapter 331, RSMo shall not: 1. Select or use any name for a professional corporation which is false, deceptive, or misleading to the general public concerning the nature of professional services offered or provided by the professional corporation; and 2. Be a member of any professional corporation having a name in violation of this subsection. The name of any professional corporation formed pursuant to this rule shall comply with section 356.071, RSMo. (G) No chiropractor licensed pursuant to Chapter 331, RSMo shall practice in the form of a professional corporation or other business entity where a person who is not a licensed chiropractor has the right to direct or control the professional judgment of the chiropractic physician. AUTHORITY: sections 331.060, 331.070, 331.100.2, 356.041.4, 356.111, and 356.191, RSMo 2016.* This rule originally filed as 4 CSR 70-2.100. Original rule filed April 8, 1983, effective July 11, 1983. Rescinded and readopted: Filed Jan. 5, 1987, effective April 11, 1987. Amended: Filed May 15, 1987, effective Aug. 27, 1987. Amended: Filed March 4, 1991, effective July 8, 1991. Amended: Filed Dec. 3, 1991, effective April 9, 1992. Amended: Filed Sept. 25, 1992, effective May 6, 1993. Amended: Filed July 21, 1995, effective Feb. 25, 1996. Amended: Filed March 15, 2000, effective Oct. 30, 2000. Amended: Filed July 31, 2003, effective Jan. 30, 2004. Moved to 20 CSR 2070-2.100, effective Aug. 28, 2006. Amended: Filed March 29, 2019, effective Oct. 30, 2019. *Original authority: 331.060, RSMo 1939, amended 1969, 1971, 1972, 1981, 1987; 331.070, RSMo 1939, amended 1969, 1981, 1985; 331.100.2, RSMo 1939, amended 1949, 1969, 1980, 1981, 2008, 2013; 356.041.4, RSMo 1986; 356.111, RSMo 1986, amended 1991, 1993; and 356.191, RSMo 1986.