NY Education Law, The Professions
Section 1501. Definitions. 1502. Corporations organized under other provisions of law. 1503. Organization. 1504. Rendering of professional service. 1505. Professional relationships and liabilities. 1506. Purposes of incorporation. 1507. Issuance of shares. 1508. Directors and officers. 1509. Disqualification of shareholders, directors, officers and employees. 1510. Death or disqualification of shareholders. 1511. Transfer of shares. 1512. Corporate name. 1513. Business corporation law applicable. 1514. Triennial statement. 1515. Regulation of professions. 1516. Corporate mergers, consolidations and other reorganizations. S 1501. Definitions. As used in this article, unless the context otherwise requires, the term: (a) "licensing authority" means the regents of the university of the state of New York or the state education department, as the case may be, in the case of all professions licensed under title eight of the education law, and the appropriate appellate division of the supreme court in the case of the profession of law. (b) "Profession" includes any practice as an attorney and counselor-at-law, or as a licensed physician, and those occupations designated in title eight of the education law. (c) "Professional service" means any type of service to the public which may be lawfully rendered by a member of a profession within the purview of his profession. (d) "Professional service corporation" means a corporation organized under this article. (e) "Officer" does not include the secretary or an assistant secretary of a corporation having only one shareholder. S 1502. Corporations organized under other provisions of law. The provisions of this article shall not apply to corporations heretofore or hereafter duly organized under any other provision of law. S 1503. Organization. (a) Notwithstanding any other provision of law, one or more individuals duly authorized by law to render the same professional service within the state may organize, or cause to be organized, a professional service corporation for pecuniary profit under this article for the purpose of rendering the same professional service, except that one or more individuals duly authorized by law to practice professional engineering, architecture, landscape architecture or land surveying within the state may organize, or cause to be organized, a professional service corporation for pecuniary profit under this article for the purpose of rendering such professional services as such individuals are authorized to practice. (b) The certificate of incorporation of a professional service corporation shall meet the requirements of this chapter and (i) shall state the profession or professions to be practiced by such corporation and the names and residence addresses of all individuals who are to be the original shareholders, directors and officers of such corporation, and (ii) shall have attached thereto a certificate or certificates issued by the licensing authority certifying that each of the proposed shareholders, directors and officers is authorized by law to practice a profession which the corporation is being organized to practice and, if applicable, that one or more of such individuals is authorized to practice each profession which the corporation will be authorized to practice. (c) A certified copy of the certificate of incorporation and of each amendment thereto shall be filed by the corporation with the licensing authority within thirty days after the filing of such certificate or amendment with the department of state. (d) A professional service corporation, other than a corporation authorized to practice law, shall be under the supervision of the regents of the university of the state of New York and be subject to disciplinary proceedings and penalties, and its certificate of incorporation shall be subject to suspension, revocation or annulment for cause, in the same manner and to the same extent as is provided with respect to individuals and their licenses, certificates, and registrations in title eight of the education law relating to the applicable profession. Notwithstanding the provisions of this subdivision, a professional service corporation authorized to practice medicine shall be subject to the prehearing procedures and hearing procedures as is provided with respect to individual physicians and their licenses in Title II-A of article two of the public health law. (e) A corporation authorized to practice law shall be subject to the regulation and control of, and its certificate of incorporation shall be subject to suspension, revocation or annulment for cause by, the appellate division of the supreme court and the court of appeals in the same manner and to the same extent provided in the judiciary law with respect to individual attorneys and counselors-at-law. Such corporation need not qualify for any certification under section four hundred sixty-four of the judiciary law, take an oath of office under section four hundred sixty-six of such law or register under section four hundred sixty-seven of such law. (f) The order of suspension, revocation or annulment of the certificate of incorporation of a professional service corporation pursuant to subdivisions (e) and (f) of this section shall be effective upon the filing of such order with the department of state. * (g) The practices of creative arts therapy, marriage and family therapy, mental health counseling, and psychoanalysis shall not be deemed the same professional service for the purpose of paragraph (a) of this section, notwithstanding that such practices are all licensed under article one hundred sixty-three of the education law. * NB Effective January 1, 2005 S 1504. Rendering of professional service. (a) No professional service corporation may render professional services except through individuals authorized by law to render such professional services as individuals. (b) Each final plan and report made or issued by a corporation practicing professional engineering, architecture, landscape architecture or land surveying shall bear the name and seal of one or more professional engineers, architects, landscape architects, or land surveyors, respectively, who are in responsible charge of such plan or report. (c) Each report, diagnosis, prognosis, and prescription made or issued by a corporation practicing medicine, dentistry, podiatry, optometry, ophthalmic dispensing, veterinary medicine, pharmacy, nursing, physiotherapy or chiropractic shall bear the signature of one or more physicians, dentists, podiatrists, optometrists, ophthalmic dispensers, veterinarians, pharmacists, nurses, physiotherapists, or chiropractors, respectively, who are in responsible charge of such report, diagnosis, prognosis, or prescription. (d) Each record, transcript, report and hearing report prepared by a corporation practicing certified shorthand reporting shall bear the signature of one or more certified shorthand reporters who are in responsible charge of such record, transcript, report, or hearing report. (e) Each corporation practicing public accounting or certified public accounting shall maintain records indicating the identity of each public accountant or certified public accountant, respectively, who was responsible for each report or statement which is issued prepared or examined by such corporation. (f) Each opinion prepared by a corporation practicing law shall bear the signature of one or more attorneys and counsellors-at-law who are in responsible charge of such opinion. (g) In addition to the requirements in subdivisions (b) through (f), inclusive, each document prepared by a corporation which under the rules, regulations, laws or customs of the applicable profession is required to bear the signature of an individual in responsible charge of such document, shall be signed by one or more such individuals. S 1505. Professional relationships and liabilities. (a) Each shareholder, employee or agent of a professional service corporation shall be personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by him or by any person under his direct supervision and control while rendering professional services on behalf of such corporation. (b) The relationship of an individual to a professional service corporation with which such individual is associated, whether as shareholder, director, officer, employee or agent, shall not modify or diminish the jurisdiction over him of the licensing authority and in the case of an attorney and counsellor-at-law, the other courts of this state. S 1506. Purposes of incorporation. No professional service corporation shall engage in any business other than the rendering of the professional services for which it was incorporated; provided that such corporation may invest its funds in real estate, mortgages, stocks, bonds or any other type of investments. S 1507. Issuance of shares. A professional service corporation may issue shares only to individuals who are authorized by law to practice in this state a profession which such corporation is authorized to practice and who are or have been engaged in the practice of such profession in such corporation or a predecessor entity, or who will engage in the practice of such profession in such corporation within thirty days of the date such shares are issued. No shareholder of a professional service corporation shall enter into a voting trust agreement, proxy, or any other type agreement vesting in another person, other than another shareholder of the same corporation or a person who would be eligible to become a shareholder if employed by the corporation, the authority to exercise voting power of any or all of his shares. All shares issued, agreements made, or proxies granted in violation of this section shall be void. S 1508. Directors and officers. No individual may be a director or officer of a professional service corporation unless he is authorized by law to practice in this state a profession which such corporation is authorized to practice and is either a shareholder of such corporation or engaged in the practice of his profession in such corporation. S 1509. Disqualification of shareholders, directors, officers and employees. If any shareholder, director, officer or employee of a professional service corporation who has been rendering professional service to the public becomes legally disqualified to practice his profession within this state, he shall sever all employment with, and financial interests (other than interests as a creditor) in, such corporation forthwith or as otherwise provided in section 1510. All provisions of law regulating the rendering of professional services by a person elected or appointed to a public office shall be applicable to a shareholder, director, officer and employee of such corporation in the same manner and to the same extent as if fully set forth herein. Such legal disqualification to practice his profession within this state shall be deemed to constitute an irrevocable offer by the disqualified shareholder to sell his shares to the corporation, pursuant to the provisions of section 1510 or of the certificate of incorporation, by-laws or agreement among the corporation and all shareholders, whichever is applicable. Compliance with the terms of such offer shall be specifically enforceable in the courts of this state. A professional service corporation`s failure to enforce compliance with this provision shall constitute a ground for forfeiture of its certificate of incorporation and its dissolution. S 1510. (a) Death or disqualification of shareholders. A professional service corporation shall purchase or redeem the shares of a shareholder in case of his death or disqualification pursuant to the provisions of section 1509, within six months after the appointment of the executor or administrator or other legal representative of the estate of such deceased shareholder, or within six months after such disqualification, at the book value of such shares as of the end of the month immediately preceding the death or disqualification of the shareholder as determined from the books and records of the corporation in accordance with its regular method of accounting. The certificate of incorporation, the by-laws of the corporation or an agreement among the corporation and all shareholders may modify this section by providing for a shorter period of purchase or redemption, or an alternate method of determining the price to be paid for the shares, or both. If the corporation shall fail to purchase or redeem such shares within the required period, a successful plaintiff in an action to recover the purchase price of such shares shall also be awarded reasonable attorneys` fees and costs. Limitations on the purchase or redemption of shares set forth in section five hundred thirteen shall not apply to the purchase or redemption of shares pursuant to this section. Nothing herein contained shall prevent a corporation from paying pension benefits or other deferred compensation to or on behalf of a former or deceased officer, director or employee thereof as otherwise permitted by law. The provisions of this section shall not be deemed to require the purchase of the shares of a disqualified shareholder where the period of disqualification is for less than six months, and the shareholder again becomes eligible to practice his profession within six months from the date of disqualification. (b) Notwithstanding the provisions of subdivision (a), the corporation shall not be required to purchase or redeem the shares of a deceased or disqualified shareholder if such shares, within the time limit prescribed by subdivision (a), are sold or transferred to another professional pursuant to the provisions of section 1511. S 1511. Transfer of shares. No shareholder of a professional service corporation may sell or transfer his shares in such corporation except to another individual who is eligible to have shares issued to him by such corporation or except in trust to another individual who would be eligible to receive shares if he were employed by the corporation. Nothing herein contained shall be construed to prohibit the transfer of shares by operation of law or by court decree. No transferee of shares by operation of law or court decree may vote the shares for any purpose whatsoever except with respect to corporate action under section nine hundred nine and section one thousand one. The restriction in the preceding sentence shall not apply, however, where such transferee would be eligible to have shares issued to him if he were an employee of the corporation and, if there are other shareholders, a majority of such other shareholders shall fail to redeem the shares so transferred, pursuant to section 1510, within sixty days of receiving written notice of such transfer. Any sale or transfer, except by operation of law or court decree or except for a corporation having only one shareholder, may be made only after the same shall have been approved by the board of directors, or at a shareholders` meeting specially called for such purpose by such proportion, not less than a majority, of the outstanding shares as may be provided in the certificate of incorporation or in the by-laws of such professional service corporation. At such shareholders` meeting the shares held by the shareholder proposing to sell or transfer his shares may not be voted or counted for any purpose, unless all shareholders consent that such shares be voted or counted. The certificate of incorporation or the by-laws of the professional service corporation, or the professional service corporation and the shareholders by private agreement, may provide, in lieu of or in addition to the foregoing provisions, for the alienation of shares and may require the redemption or purchase of such shares by such corporation at prices and in a manner specifically set forth therein. The existence of the restrictions on the sale or transfer of shares, as contained in this article and, if applicable, in the certificate of incorporation, by-laws, stock purchase or stock redemption agreement, shall be noted conspicuously on the face or back of every certificate for shares issued by a professional service corporation. Any sale or transfer in violation of such restrictions shall be void. S 1512. Corporate name. (a) Notwithstanding any other provision of law, the name of a professional service corporation may contain any word which, at the time of incorporation, could be used in the name of a partnership practicing a profession which the corporation is authorized to practice, and may not contain any word which could not be used by such a partnership. Provided, however, the name of a professional service corporation may not contain the name of a deceased person unless (1) such person`s name was part of the corporate name at the time of such person`s death; or (2) such person`s name was part of the name of an existing partnership and at least two-thirds of such partnership`s partners become shareholders of the corporation. (b) Such corporate name shall end with the words "Professional Corporation" or the abbreviation "P.C." The provisions of paragraph one of subdivision (a) of section three hundred one shall not apply to a professional service corporation. S 1513. Business corporation law applicable. This chapter, except article thirteen and article fifteen-A, shall be applicable to a professional service corporation except to the extent that the provisions thereof conflict with this article. A professional service corporation may consolidate or merge only with another corporation organized under this article or authorized to do business in this state under article fifteen-A of this chapter or authorized and registered to practice the same profession pursuant to the applicable provisions of subdivision six of section seventy-two hundred nine of the education law or subdivision four of section seventy-three hundred seven of the education law, or may be a member of a professional service limited liability company, a foreign professional service limited liability company, a registered limited liability partnership or foreign limited liability partnership, and only if all of the professions practiced by such corporations, limited liability companies or limited liability partnerships could be practiced by a single corporation organized under this article. S 1514. Triennial statement. Each professional service corporation shall, at least once every three years on or before the date prescribed by the licensing authority, furnish a statement to the licensing authority listing the name and residence address of each shareholder, director and officer of such corporation and certifying that all such individuals are authorized by law in this state to practice a profession which such corporation is authorized to practice. The statement shall be signed by the president or any vice-president of the corporation and attested to by the secretary or any assistant secretary of the corporation. S 1515. Regulation of professions. This article shall not repeal, modify or restrict any provision of the education law or the judiciary law regulating the professions referred to therein except to the extent in conflict herewith. S 1516. Corporate mergers, consolidations and other reorganizations. Notwithstanding any inconsistent provision of this article, a professional service corporation, pursuant to the provisions of article nine of this chapter, may be merged or consolidated with another corporation formed pursuant to the provisions of this chapter or with a corporation authorized and registered to practice the same profession pursuant to the applicable provisions of subdivision six of section seventy-two hundred nine of the education law (engineer or land surveyor) or subdivision four of section seventy-three hundred seven of the education law (architect) of article one hundred forty-five of the education law, or with a foreign corporation, or may be otherwise reorganized, provided that the corporation which survives or which is formed pursuant thereto is a professional service corporation or a foreign professional service corporation practicing the same profession or professions in this state or the state of incorporation or, if one of the original corporations is authorized to practice pursuant to the provisions of either subdivision six of section seven thousand two hundred nine or subdivision four of section seven thousand three hundred seven, a corporation authorized and registered to practice the same profession pursuant to the applicable provisions of subdivision six of section seventy-two hundred nine of the education law (engineer or land surveyor) or subdivision four of section seventy-three hundred seven of the education law (architect) of article one hundred forty-five of the education law. The restrictions on the issuance, transfer or sale of shares of a professional service corporation shall be suspended for a period not exceeding thirty days with respect to any issuance, transfer or sale of shares made pursuant to such merger, consolidation or reorganization, provided that (i) no person who would not be eligible to be a shareholder in the absence of this section shall vote the shares of or receive any distribution from such corporation; (ii) after such merger, consolidation or reorganization, any professional service corporation which survives or which is created thereby shall be subject to all of the provisions of this article, and (iii) shares thereafter only may be held by persons who are eligible to receive shares of such professional service corporation or such other corporation authorized and registered to practice the same profession pursuant to the applicable provisions of subdivision six of section seventy-two hundred nine of the education law (engineer or land surveyor) or subdivision four of section seventy-three hundred seven of the education law (architect) of article one hundred forty-five of the education law, which survives. Nothing herein contained shall be construed as permitting the practice of a profession in this state by a corporation which is not incorporated pursuant to the provisions of this article or authorized to do business in this state pursuant to the provisions of article fifteen-A of this chapter or authorized and registered to practice a profession pursuant to the applicable provisions of article one hundred forty-five of the education law. For the purposes of this section, other reorganizations shall be limited to those reorganizations defined in paragraph one of subsection (a) of section three hundred sixty-eight of the internal revenue code.
Corporation Law Index
NY Consolidated Laws
Statute of Limitations
NY CPLR
Section 1525. Definitions. 1526. Rendering of professional service. 1527. Professional relationships and liabilities. 1528. Foreign professional service corporation. 1529. Business corporation law applicable. 1530. Filing requirements. 1531. Annual statement. 1532. Regulation of professions. 1533. Licensing of individuals. S 1525. Definitions. As used in this article, unless the context otherwise requires, the term: (a) "Licensing authority" means the regents of the university of the state of New York or the state education department, as the case may be, in the case of all professions licensed under title eight of the education law, and the appropriate appellate division of the supreme court in the case of the profession of law. (b) "Profession" includes any practice as an attorney and counsellor-at-law, or as a licensed physician, and those professions designated in title eight of the education law. (c) "Professional service" means any type of service to the public which may be lawfully rendered by a member of a profession within the purview of his profession. (d) "Foreign professional service corporation" means a professional service corporation, whether or not denominated as such, organized under the laws of a jurisdiction other than this state, all of the shareholders, directors and officers of which are authorized and licensed to practice the profession for which such corporation is licensed to do business; except that all shareholders, directors and officers of a foreign professional service corporation which provides health services in this state shall be licensed in this state. (e) "Officer" does not include the secretary or an assistant secretary of a corporation having only one shareholder. S 1526. Rendering of professional service. (a) No foreign professional service corporation may render professional services in this state except through individuals authorized by law to render such professional services as individuals in this state. (b) Each final plan and report made or issued by a foreign professional service corporation practicing professional engineering, architecture, landscape architecture or land surveying shall bear the name and seal of one or more professional engineers, architects, landscape architects, or land surveyors, respectively, who are in responsible charge of such plan or report. (c) Each report, diagnosis, prognosis, and prescription made or issued by a foreign professional service corporation practicing medicine, dentistry, podiatry, optometry, ophthalmic dispensing, veterinary medicine, pharmacy, nursing, physiotherapy or chiropractic shall bear the signature of one or more physicians, dentists, podiatrists, optometrists, ophthalmic dispensers, veterinarians, pharmacists, nurses, physiotherapists, or chiropractors, respectively, who are in responsible charge of such report, diagnosis, prognosis, or prescription. (d) Each record, transcript, report and hearing report prepared by a foreign professional service corporation practicing certified shorthand reporting shall bear the signature of one or more certified shorthand reporters who are in responsible charge of such record, transcript, report, or hearing report. (e) Each report and statement prepared by a foreign professional service corporation practicing public accounting or certified public accounting shall bear the signature of one or more public accountants or certified public accountants, respectively, who are in responsible charge of such report or statement. (f) Each opinion prepared by a foreign professional service corporation practicing law shall bear the signature of one or more attorneys and counsellors-at-law who are in responsible charge of such opinion. (g) In addition to the requirements in paragraphs (b) through (f) inclusive herein, each document prepared by a foreign professional service corporation which under the rules, regulations, laws or customs of the applicable profession is required to bear the signature of an individual in responsible charge of such document, shall be signed by one or more such individuals licensed to practice in this state. S 1527. Professional relationships and liabilities. (a) Each shareholder, employee or agent of a foreign professional service corporation who performs professional services in this state on behalf of the corporation shall be personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by him or by any person under his direct supervision and control while rendering such professional services, and shall bear professional responsibility for compliance by such corporation with all laws, rules and regulations governing the practice of the profession in this state. (b) The relationship of an individual to a foreign professional service corporation with which such individual is associated, whether as shareholder, director, officer, employee or agent, shall not modify or diminish the jurisdiction over him of the licensing authority and in the case of an attorney and counsellor-at-law, the other courts of this state. S 1528. Foreign professional service corporation. No foreign professional service corporation shall engage in any business in this state other than the rendering of the professional services for which it is incorporated and is authorized to do business in this state; provided that such corporation may invest its funds in real estate, mortgages, stocks, bonds or any other type of investments. S 1529. Business corporation law applicable. Except for the provisions of sections thirteen hundred three, thirteen hundred four, thirteen hundred sixteen, thirteen hundred seventeen and thirteen hundred twenty, this chapter shall be applicable to a foreign professional service corporation to the extent that the provisions thereof are not in conflict with the provisions of this article. A foreign professional service corporation may practice in this state, or may consolidate or merge with another corporation, or may be a member of a professional service limited liability company, a foreign professional service limited liability company, a registered limited liability partnership or foreign limited liability partnership, only if all of the professions practiced by such corporations, limited liability companies or limited liability partnerships could be practiced by a single professional service corporation organized in this state; and, further, only if such foreign professional service corporation is domiciled in a state or territory of the United States the laws of which, at the time of application by such corporation under section fifteen hundred thirty of this article, contain a reciprocal provision under which professional service corporations domiciled in this state may similarly apply for the privilege of doing business in any such state or territory; provided further however, that nothing herein shall authorize a foreign professional service corporation practicing professional engineering, land surveying, architecture and/or landscape architecture to be a member or partner of a professional service limited liability company, a foreign professional service limited liability company, a registered limited liability partnership or a foreign limited liability partnership unless all of the shareholders, directors and officers of such foreign professional service corporation are licensed to practice one or more of such professions in this state. S 1530. Filing requirements. (a) A foreign professional service corporation may apply for authority to do business in this state. An application entitled "Application for Authority of .......... (name of corporation) under Section fifteen hundred thirty of the Business Corporation Law," shall be signed and delivered to the department of state. It shall set forth: (1) The name of the foreign professional service corporation. If the name does not end with the words "Professional Corporation" or the abbreviation "P.C.", it shall in addition to the foregoing set forth the name to be used in this state, ending with the words "Professional Corporation" or the abbreviation "P.C." (2) The jurisdiction and date of its incorporation. (3) A statement of the profession or professions to be practiced in this state and a statement that the foreign professional service corporation is authorized to practice such profession or professions in the jurisdiction of its incorporation. (4) The name, address and license number of each person within the foreign professional service corporation who is licensed to practice the profession or professions in this state. (5) The city, incorporated village or town and the county within this state in which its office is to be located. (6) A designation of the secretary of state as its agent upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon him. (7) If it is to have a registered agent, his name and address within this state and a statement that the registered agent is to be its agent upon whom process against it may be served. (8) A statement that the foreign professional service corporation has not since its incorporation or since the date its authority to do business in this state was last surrendered, engaged in any activity in this state, or in lieu thereof, the consent of the state tax commission to the filing of the application, which consent shall be attached thereto. (b) Attached to the application for authority shall be: (1) A certificate by an authorized officer of the jurisdiction of its incorporation that the foreign professional service corporation is an existing corporation. (2) A certificate or certificates issued by the licensing authority that each individual within the corporation intending to practice the profession or professions in this state is licensed to practice said profession or professions in this state. In order to obtain said certificate or certificates, a copy of the certificate of incorporation shall be furnished to the licensing authority. (3) A certificate or certificates issued by the licensing authority in the case of a foreign professional service corporation providing health services that each shareholder, officer and director of the foreign professional service corporation is licensed to practice said profession in this state. (c) The fee for filing the application for authority shall be two hundred dollars, payable to the department of state, and the fee for a certificate of authority issued by the state education department shall be fifty dollars. S 1531. Annual statement. Each foreign professional service corporation shall, at least once of each year on or before the date prescribed by the licensing authority, furnish a statement to the licensing authority listing the name and residence address of each shareholder, director, officer and corporate employee licensed by such licensing authority and certifying that such individuals intending to practice a profession which such foreign professional service corporation is authorized to practice in this state are licensed to practice said profession in this state. In the case of a foreign professional service corporation providing health services, such statement shall also certify that each shareholder, officer and director of the corporation is licensed to practice said profession in this state. The statement shall be signed by the president or any vice-president of the corporation and attested to by the secretary or any assistant secretary of the corporation. S 1532. Regulation of professions. (a) This article shall not repeal, modify or restrict any provision of the education law or the judiciary law or any rules or regulations adopted thereunder regulating the professions referred to therein except to the extent in conflict herewith. (b) A foreign professional service corporation, other than a foreign professional service corporation authorized to practice law, shall be under the supervision of the regents of the university of the state of New York and be subject to disciplinary proceedings and penalties, and its authority to do business shall be subject to suspension, revocation or annulment for cause, in the same manner and to the same extent as is provided with respect to individuals and their licenses, certificates, and registrations in title eight of the education law relating to the applicable profession. Notwithstanding the provisions of this subdivision, a foreign professional service corporation authorized to practice medicine shall be subject to the prehearing procedures and hearing procedures as is provided with respect to individual physicians and their licenses in Title II-A of article two of the public health law. (c) A foreign professional service corporation authorized to practice law shall be subject to the regulation and control of, and its authority to do business shall be subject to suspension, revocation or annulment for cause by, the appellate division of the supreme court and the court of appeals in the same manner and to the same extent provided in the judiciary law with respect to individual attorneys and counselors-at-law. Such corporation need not qualify for any certification under section four hundred sixty-four of the judiciary law, take an oath of office under section four hundred sixty-six of such law or register under section four hundred sixty-seven of such law. S 1533. Licensing of individuals. No officer, director, shareholder or employee of a foreign professional service corporation shall practice his or her profession in this state unless such individual is duly licensed to practice such profession in this state.