29-844. Special restrictions

(Rpld. 9/1/20)

A. A professional limited liability company may render a category of professional services in this state only through its members, managers, officers, agents and employees who are themselves licensed persons qualified in this state to perform that category of professional services. Nothing in this subsection:

1. Requires an individual who is employed by a professional limited liability company to be licensed to perform services for the limited liability company if a license is not otherwise required or prohibits the professional limited liability company from employing that individual.

2. Prohibits a licensed individual from rendering professional services in an individual capacity whether the licensed individual is a member, manager, officer, employee or agent of a professional limited liability company or foreign professional limited liability company or any other person or prohibits a licensed individual from being a member, manager, officer, employee or agent of more than one professional limited liability company or foreign professional limited liability company or other person.

3. Prohibits an individual licensed in another state from rendering professional services for a professional limited liability company in this state if not prohibited by the board.

B. A professional limited liability company may issue membership interests only to:

1. Individuals who are licensed by law in this or another state to render a professional service described in the articles of organization of the professional limited liability company.

2. General partnerships, registered limited liability partnerships, other partnerships and joint ventures, domestic or foreign, in which all of the partners are licensed persons with respect to the profession to be conducted by the professional limited liability company and in which at least one partner is authorized by law in this state to render a professional service described in the articles of organization of the professional limited liability company.

3. Professional corporations, professional limited liability companies and other persons, domestic or foreign, authorized by law in this state to render a professional service described by the articles of organization of the professional limited liability company.

4. Other persons, if after the issuance of voting membership interests, the other persons in the aggregate do not hold more than forty-nine per cent of the membership interests entitled to vote for the election of officers and managers of the professional limited liability company, unless a greater or lesser percentage is prescribed by the board.

C. The following are not violations of subsection B, paragraph 1:

1. Any community interest of an unlicensed spouse in the membership interest issued to a licensed spouse in which the unlicensed spouse with a community interest in the membership interest does not have the right to vote the membership interest.

2. Issuance of a membership interest to a trust established for the benefit of a licensed individual or members of the licensed individual's immediate family in which the licensed individual has the right to vote the membership interest and the trust and the members of the licensed individual's immediate family do not have the right to vote the membership interest.

D. Subsection C does not prohibit an issuance to an unlicensed spouse or to a trust in accordance with subsection B, paragraph 4.

E. An issuance made in violation of subsection B is void.

F. Membership interests and rights or options to purchase membership interests of a professional limited liability company that are held by persons described in subsection B, paragraphs 1, 2 and 3 may be transferred or pledged, whether voluntarily, involuntarily, by operation of law, by court judgment or otherwise, only to persons qualified under subsection B to be issued voting membership interests and to the professional limited liability company. Voting membership interests and rights or options to purchase voting membership interests of a professional limited liability company that are held by persons described in subsection B, paragraph 4 may be transferred or pledged, whether voluntarily, involuntarily, by operation of law, by court judgment or otherwise, only to persons who are qualified under subsection B, to be issued voting membership interests and to the professional limited liability company.

G. A transfer or pledge made in violation of subsection F is void.