§ 5-125. Foreign professional corporation

   (a) In general. -- Except as provided in subsection (c) of this section, a foreign professional corporation may not transact business in the State until it obtains a certificate of authority from the Department.

(b) Certificate of authority. -- A foreign professional corporation may obtain a certificate of authority if:

   (1) Unless the licensing unit approves the use of a different name, the name of the corporation satisfies the requirements of § 5-106 through 5-108 of this subtitle and the name is the same as the corporate name contained in the articles of incorporation;

   (2) The corporation is incorporated for one or more of the purposes described in § 5-103 of this subtitle; and

   (3) All of the stockholders, a majority of the directors, and all of the officers of the corporation, other than the secretary and treasurer, are licensed in one or more states to render a professional service described in the articles of incorporation.

(c) Certificate of authority not required. --

   (1) A foreign professional corporation is not required to obtain a certificate of authority to transact business in the State unless the corporation would be required to qualify under § 7-203 of this article if it were a business corporation.

   (2) In the event that a certificate of authority is not required under paragraph (1) of this subsection, a foreign professional corporation must register with the Department under § 7-202 of this article.

HISTORY: 1993, ch. 413, § 2.