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SUBCHAPTER E

Regulations for Organizations Practicing Law

Section .0100 Regulations for Professional Corporations and Professional Limited Liability Companies Practicing Law

.0106 Forms

(a) Form PC-1: Application for Certificate of Registration for a Professional Corporation

 

The undersigned, being all of the incorporators of ________________________, a professional corporation to be incorporated under the laws of the state of North Carolina for the purpose of practicing law, hereby certify to the Council of the North Carolina State Bar:

 

1. At least one person who is an incorporator, at least one person who will be an original officer, and at least one person who will be an original director, and all persons who, to the best knowledge and belief of the undersigned, will be original shareholders and employees who will practice law for said professional corporation in North Carolina are duly licensed to practice law in the state of North Carolina. The names and addresses of such persons are:

 

Name, Address, and Position (incorporator, officer, director, shareholder, employee) _________________________________________

_________________________________________

_________________________________________

 

 

2. Each original shareholder who is not licensed to practice law in North Carolina but who performs services on behalf of the corporation in another jurisdiction in which the corporation maintains an office is duly licensed to practice law in that jurisdiction. The name, address, and license information of each such person are:

 

Name, Address, Jurisdiction of Licensure, License Number

 

_________________________________________

_________________________________________

_________________________________________

 

3. The jurisdiction(s) other than North Carolina in which the corporation will maintain an office are:

 

Name of Jurisdiction and Address of Office(s)

 

 ________________________________________

 

4. The undersigned represent that the professional corporation will be conducted in compliance with the Professional Corporations Act and with the North Carolina State Bar's Regulations for Professional Corporations and Professional Limited Liability Companies Practicing Law.

 

5. Application is hereby made for a Certificate of Registration to be effective upon the effective date of the professional corporation's articles of incorporation after said articles are filed with the secretary of state.

 

6. Attached hereto is the registration fee of $50.

 

This the ______ day of ___________, 19___.

 

Incorporator ________________________________

Incorporator ________________________________

Incorporator ________________________________

 

[Signatures of all incorporators.]

 

[Notarization]

 

 

 

(b) Form PC-2: Certification for Professional Corporation by Council of the North Carolina State Bar

 

The incorporators of __________________, a professional corporation, have certified to the Council of the North Carolina State Bar the names and addresses of all persons who will be original owners of said professional corporation's shares.

 

Based upon that certification and my examination of the roll of attorneys licensed to practice law in the state of North Carolina, I hereby certify that the ownership of the shares of stock is in compliance with the requirements of G.S. 55B-4(2) and G.S. 55B-6.

 

This certificate is executed under the authority of the Council of the North Carolina State Bar, this ____day of ______, 19__.

 

_____________________________________    

Secretary of the North Carolina State Bar

 

[This certificate is required by G.S. 55B-4(4) and must be attached to the original articles of incorporation when filed with the secretary of state. See Rule .0103(a)(2) of this subchapter.]

 

 

 

(c) Form PC-3: Certificate of Registration for a Professional Corporation

 

It appears that ___________________, a professional corporation, has met all of the requirements of G.S. 55B-4, G.S. 55B-6 and the Regulations for Professional Corporations and Professional Limited Liability Companies Practicing Law of the North Carolina State Bar.

 

By the authority of the Council of the North Carolina State Bar, I hereby issue this Certificate of Registration for a Professional Corporation pursuant to the provisions of G.S. 55B-10 and the North Carolina State Bar's Regulations for Professional Corporations and Professional Limited Liability Companies Practicing Law.

 

This registration is effective upon the effective date of the articles of incorporation of said professional corporation, after said articles are filed with the secretary of state, and expires on June 30, 19__.

 

This the ____day of _________, 19__.

 

______________________________________

Secretary of the North Carolina State Bar

 

 

 

(d) Form PC-4: Application for Renewal of Certificate of Registration for Professional Corporation

 

Application is hereby made for renewal of the Certificate of Registration for Professional Corporation of ___________________, a professional corporation.

 

In support of this application, the undersigned hereby certifies to the Council of the North Carolina State Bar:

 

1. At least one of the officers and one of the directors, and all of the shareholders and employees of said professional corporation who practice law for said professional corporation in North Carolina are duly licensed to practice law in the state of North Carolina. The names and addresses of such persons are:

 

Name, Address, and Position (incorporator, officer, director, shareholder, employee) _________________________________________

_________________________________________

_________________________________________

 

 

2. Each shareholder who is not licensed to practice law in North Carolina but who performs services on behalf of the corporation in another jurisdiction in which the corporation maintains an office is duly licensed to practice law in that jurisdiction. The name, address, and license information of each such person are:

 

Name, Address, Jurisdiction of Licensure, License Number

_________________________________________

_________________________________________

_________________________________________

 

 

 

3. The jurisdiction(s) other than North Carolina in which the corporation maintains an office is:

 

Name of Jurisdiction and Address of Office(s)

_________________________________________

_________________________________________

_________________________________________

 

4. At all times since the issuance of its Certificate of Registration for Professional Corporation, said professional corporation has complied with the North Carolina State Bar's Regulations for Professional Corporations and Professional Limited Liability Companies Practicing Law and with the Professional Corporations Act.

 

5. Attached hereto is the renewal fee of $25.

 

This the ____ day of __________, 19__.

 

 _________________________________

 

(Professional Corporation)

 

By _____________________________

 

President (or Chief Executive)

 

[Notarization]

 

 

 

(e) Form PC-5: North Carolina State Bar Stock Transfer Certificate

 

I hereby certify that ___________________________________ (transferee) is duly licensed to practice law in the State of North Carolina and as of this date may be a transferee of shares of stock in a professional corporation formed to practice law in the state of North Carolina.

 

This certificate is executed under the authority of the Council of the North Carolina State Bar, this ____ day of __________, 19___.

 

 _________________________________

 

Secretary of the North Carolina State Bar

 

[This certificate is required by G.S. 55B-6 and must be attached to the transferee's stock certificate. See Rule .0104(g) of this subchapter.]

 

 

 

(f) Form PLLC-1: Application for Certificate of Registration for a Professional Limited Liability Company

 

The undersigned, being all of the persons executing the articles of organization of ___________________, a professional limited liability company to be organized under the laws of the state of North Carolina for the purpose of practicing law, hereby certify to the Council of the North Carolina State Bar:

 

1. At least one person executing the articles of organization, at least one person who will be an original manager, and all persons who, to the best knowledge and belief of the undersigned, will be original members and employees who will practice law in North Carolina for said professional limited liability company are duly licensed to practice law in the state of North Carolina. The names and addresses of all such persons are:

 

Name, Address, and Position (incorporator, officer, director, shareholder, employee) _________________________________________

_________________________________________

_________________________________________

 

 

2. Each original member who is not licensed to practice law in North Carolina but who will perform services on behalf of the professional limited liability company in another jurisdiction in which the professional limited liability company maintains an office is duly licensed to practice law in that jurisdiction. The name, address, and license information of each such person are:

 

Name, Address, Jurisdiction of Licensure, License Number

_________________________________________

_________________________________________

_________________________________________

 

3. The jurisdiction(s) other than North Carolina in which the professional limited liability company will maintain an office is:

 

Name of Jurisdiction and Address of Office(s)

_________________________________________

_________________________________________

_________________________________________

 

4. The undersigned represent that the professional limited liability company will be conducted in compliance with the North Carolina Limited Liability Company Act and with the North Carolina State Bar's Regulations for Professional Corporations and Professional Limited Liability Companies Practicing Law.

 

5. Application is hereby made for a Certificate of Registration to be effective upon the effective date of the professional limited liability company's articles of organization after said articles are filed with the secretary of state.

 

6. Attached hereto is the registration fee of $50.

 

This the ____ day of __________, 19___.

_________________________________________

_________________________________________

_________________________________________

 

[Signatures of all persons executing articles of organization.]

 

[Notarization]

 

 

 

(g) Form PLLC-2: Certification for Professional Limited Liability Company by Council of the North Carolina State Bar

 

All of the persons executing the articles of organization of __________________, a professional limited liability company, have certified to the Council of the North Carolina State Bar the names and addresses of all persons who will be original members of said professional limited liability company.

 

Based upon that certification and my examination of the roll of attorneys licensed to practice law in the state of North Carolina, I hereby certify that the membership interest is in compliance with the requirements of G.S. 55C-2-01(c), and, by reference, G.S. 55B-4(2) and G.S. 55B-6.

 

This certificate is executed under the authority of the Council of the North Carolina State Bar, this ____ day of ______, 19__.

 

 ___________________________________

Secretary of the North Carolina State Bar

 

[This certificate is required by G.S. 55B-4(4) and G.S. 57C-2-01 and must be attached to the original articles of organization when filed with the secretary of state. See Rule .103(b)(2) of this subchapter.]

 

 

(h) Form PLLC-3: Certificate of Registration for a Professional Limited Liability Company

 

It appears that ___________________, a professional limited liability company, has met all of the requirements of G.S. 57C-2-01 and the North Carolina State Bar's Regulations for Professional Corporations and Professional Limited Liability Companies Practicing Law.

 

By the authority of the Council of the North Carolina State Bar, I hereby issue this Certificate of Registration for a Professional Limited Liability Company pursuant to the provisions of G.S. 55B-10, G.S. 57C-2-01 and the North Carolina State Bar's Regulations for Professional Corporations and Professional Limited Liability Companies Practicing Law.

 

This registration is effective upon the effective date of the articles of organization of said professional limited liability company, after said articles are filed with the secretary of state, and expires on June 30, 19__.

 

This the ____day of _________, 19__.

 

 ___________________________________

 

Secretary of the North Carolina State Bar

 

 

(i) Form PLLC-4: Application for Renewal of Certificate of Registration for Professional Limited Liability Company

 

Application is hereby made for renewal of the Certificate of Registration for Professional Limited Liability Company of ___________________, a professional limited liability company.

 

In support of this application, the undersigned hereby certifies to the Council of the North Carolina State Bar:

 

1. At least one of the managers, and all of the members and employees of said professional limited liability company who practice law for said professional limited liability company in North Carolina are duly licensed to practice law in the State of North Carolina. The names and addresses of all such persons are:

 

Name and Position Address (manager, member, employee)

_________________________________________

_________________________________________

_________________________________________

 

2. Each member who is not licensed to practice law in North Carolina but who performs services on behalf of the professional limited liability company in another jurisdiction in which the professional limited liability company maintains an office is duly licensed to practice law in that jurisdiction. The names, addresses, and license information of each such person are:

 

Name, Address, Jurisdiction of Licensure, License Number

_________________________________________

_________________________________________

_________________________________________

 

3. The jurisdiction(s) other than North Carolina in which the professional limited liability company maintains an office are:

 

Name of Jurisdiction and Address of Office(s)

_________________________________________

_________________________________________

_________________________________________

 

4. At all times since the issuance of its Certificate of Registration for Professional Limited Liability Company, said professional limited liability company has complied with the North Carolina State Bars Regulations for Professional Corporations and Professional Limited Liability Companies Practicing Law and with the provisions of the North Carolina Limited Liability Company Act.

 

5. Attached hereto is the renewal fee of $25.

 

This the ____ day of __________, 19__.

 

 _____________________________________

 

(Professional Limited Liability Company)

 

By ____________________________ Manager

 

[Notarization]

 

History Note: Statutory Authority G.S. 84-23

 

Readopted Effective December 8, 1994

 

Amended March 6, 1997

 

 

 

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