WILLIAM DONALD SCHAEFER, Governor                        H.B. 1297

(2)      A GENERAL PARTNERSHIP IN WHICH ALL THE PARTNERS ARE
QUALIFIED PERSONS WITH RESPECT TO THE PROFESSIONAL CORPORATION AND IN
WHICH AT LEAST ONE PARTNER IS AUTHORIZED BY LAW IN THIS STATE TO RENDER
A PROFESSIONAL SERVICE NAMED IN THE CORPORATION'S ARTICLES OF
INCORPORATION; AND

(3)      A PROFESSIONAL CORPORATION, DOMESTIC OR FOREIGN,
PROVIDED THAT THE PROFESSIONAL CORPORATION RECEIVING THE STOCK IS
ORGANIZED TO PERFORM THE SAME PROFESSIONAL SERVICE AS THE
PROFESSIONAL CORPORATION ISSUING THE STOCK.

(B)      (1) IF A LICENSING UNIT WITH JURISDICTION OVER A PROFESSION
CONSIDERS IT NECESSARY TO PREVENT A VIOLATION OF THE ETHICAL STANDARDS
OF THE PROFESSION, THE UNIT MAY, BY REGULATION, RESTRICT OR CONDITION,
OR REVOKE IN PART, THE AUTHORITY OF A PROFESSIONAL CORPORATION TO ISSUE
STOCK SUBJECT TO ITS JURISDICTION.

(2) A REGULATION ADOPTED UNDER THIS SUBSECTION DOES NOT, OF
ITSELF, MAKE A STOCKHOLDER OF A PROFESSIONAL CORPORATION A
DISQUALIFIED PERSON AT THE TIME THE REGULATION BECOMES EFFECTIVE.

(C)      STOCK ISSUED IN VIOLATION OF THIS SECTION OR OF A REGULATION
" ADOPTED UNDER THIS SECTION IS VOID FROM THE DATE ISSUED.

5-110.

THE FOLLOWING STATEMENT MUST APPEAR IN CONSPICUOUS TYPE ON EACH
STOCK CERTIFICATE ISSUED BY A PROFESSIONAL CORPORATION:

"THE TRANSFER OF STOCK OF A PROFESSIONAL CORPORATION IS
RESTRICTED BY THE MARYLAND PROFESSIONAL SERVICE CORPORATION ACT AND
IS SUBJECT TO FURTHER RESTRICTION IMPOSED FROM TIME TO TIME BY THE
LICENSING UNIT. STOCK OF A PROFESSIONAL CORPORATION IS ALSO SUBJECT TO A
STATUTORY COMPULSORY REPURCHASE OBLIGATION."

5-111.

(A)     A STOCKHOLDER OF A PROFESSIONAL CORPORATION MAY TRANSFER OR
PLEDGE STOCK, FRACTIONAL STOCK, AND RIGHTS OR OPTIONS TO PURCHASE
STOCK OF THE CORPORATION ONLY TO A QUALIFIED PERSON.

(B)      A TRANSFER OF STOCK MADE IN VIOLATION OF SUBSECTION (A) OF THIS
SECTION, EXCEPT A TRANSFER MADE BY OPERATION OF LAW OR BY COURT
JUDGMENT, IS VOID.

5-112.

(A) A CORPORATION MAY ELECT TO BE A PROFESSIONAL CORPORATION
UNDER THIS SUBTITLE BY INCLUDING IN THE ARTICLES OF INCORPORATION A
STATEMENT THAT:

(1) THE CORPORATION IS A PROFESSIONAL CORPORATION; AND

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