PC-01
Instructions for Filing
FOREIGN PROFESSIONAL CORPORATION
APPLICATION FOR CERTIFICATE OF AUTHORITY
(Form PC-01)
WHICH CORPORATIONS CAN USE THIS FORM?
The term “foreign professional corporation” is defined at N.C.G.S. Section 55B-16. A “foreign professional corporation”, under that
definition, is:
(a) a corporation,
(b) which is a “for profit” corporation,
(c) which is incorporated under a law other than the law of North Carolina,
(d) which is incorporated for the sole
and specific purpose of rendering one or more of the “professional services” listed in
N.C.G.S. Section 55B-2(6), AND
(e) which meets one
of the three following requirements:
(1) the corporation has as its shareholders only
individuals who are licensed, either in North Carolina or in some other state,
to render the same professional services as the corporation renders; OR
(2) the corporation is organized to render the professional services regulated by Chapter 83A (“Architects”), 89A
(“Landscape Architects”), 89C (“Engineering and Land Surveying”), and/or 89E (“Geologists”) of the North Carolina
General Statutes AND has as its shareholders only individuals who are licensed, either in North Carolina or in some
other state, to render the same professional services as the corporation renders or
who are unlicensed employees of
the corporation who own not more than one-third of the corporation’s stock; OR
(3) the corporation is one which is described in N.C.G.S. Section 55B-15 (the so-called “grandfather” provision of the
Professional Corporation Act).
Only
if the corporation meets the test set forth above is it deemed to be a “foreign professional corporation” which can use this
application for a certificate of authority. Corporations which do not satisfy this test are not “foreign professional corporations” and
should use the application for certificate of authority designed for “business corporations” or for “nonprofit corporations”.
Item 1 Enter the complete name of the corporation exactly as it appears in the records of the official custodian of corporate records
in the state or country of incorporation. If that name cannot be used in North Carolina, enter the name (including a corporate ending)
that it wishes to use in North Carolina.
Item 5 Enter the complete mailing address of the corporation’s principal office only if mail is not delivered to the street address
above or if the corporation prefers to receive mail at a P.O. Box or Drawer.
Item 7 Enter the complete mailing address of the corporation’s registered agent only if mail is not delivered to the street address
above or if the corporation prefers to receive mail at a P.O. Box or Drawer.
Item 8 Enter the name of the registered agent. The registered agent must be a North Carolina resident, an existing domestic
corporation, or a foreign corporation authorized to do business in North Carolina.
Item 15 The document will be effective on the date and at the time of filing, unless a delayed date and/or time is specified. If a
delayed effective date and time is specified, the document will be effective on that date and time. A delayed effective date may be
specified up to and including the 90th day after the day of filing. If a delayed effective date is specified without a time, the document
will be effective at 11:59:59 p.m.
Date and Execution:
• Enter the date the document was executed.
• In the blanks provided enter:
The name of the corporation executing the statement.
The signature of the representative of the corporation (may be the chairman of the board of directors or any officer of the
corporation).
The name and title of the above-signed representative.
• The corporate representative executing this application must be placed under oath, and the acknowledgment must be completed
by a person authorized by law to administer oaths.
