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Instructions for Filing

FOREIGN PROFESSIONAL CORPORATION

APPLICATION FOR AMENDED CERTIFICATE OF AUTHORITY

(Form PC-03)

WHICH CORPORATIONS CAN USE THIS FORM?

The term “foreign professional corporation” is defined at N.C.G.S. Section 55 §B-16. A “foreign professional corporation”, under

that definition, is:

(a) a corporation,

(b) which is a “for profit” corporation,

(d) which is incorporated for the sole and specific purpose of rendering one or more of the “professional services” listed in

N.C.G.S. Section §55B-2(6), AND

(e) which meets one of the three following requirements:

(1) the corporation has as its shareholders only individuals who are licensed, either in North Carolina or in some other

state, to render the same professional services as the corporation renders; OR

(2) the corporation is organized to render the professional services regulated by Chapter 83A (“Architects”), 89A

(“Landscape Architects”), 89C (“Engineering and Land Surveying”), and/or 89E (“Geologists”) of the North Carolina

General Statutes AND has as its shareholders only individuals who are licensed, either in

North Carolina or in some

other state, to render the same professional services as the corporation renders or who are unlicensed employees of the

corporation who own not more than one-third of the corporation’s stock; OR

(3) the corporation is one which is described in N.C.G.S. Section §55B-15 (the so-called “grandfather” provision of the

Professional Corporation Act).

Only if the corporation meets the test set forth above is it deemed to be a “foreign professional corporation” which can use this

application for a certificate of authority. Corporations which do not satisfy this test are not “foreign professional corporations” and

should use the application for certificate of authority designed for “business corporations” or for “nonprofit corporations”.

The filing fee is $50. One executed original and one exact or conformed copy of this application should be filed with the Secretary

of State.

Item 1 Enter the complete name of the corporation exactly as it appears on the Certificate of Authority.

Item 2 Enter the corporate name used in North Carolina exactly as it appears on the Certificate of Authority.

Item 3 The document will be effective on the date and at the time of filing, unless a delayed date and/or time is specified. If a

delayed effective date and time is specified, the document will be effective on that date and time. A delayed effective date may be

specified up to and including the 90th day after the day of filing. If a delayed effective date is specified without a time, the document

will be effective at 11:59:59 p.m.

Item 8 If the name of the corporation a changed is unavailable for use in North Carolina, indicate this fact and state the name the

corporation wishes to use in North Carolina on 8b. (See NCGS §55-15-06).

Date and Execution:

•

Enter the date the document was executed.

•

In the blanks provided enter:

The name of the corporation executing the statement.

The signature of the representative of the corporation (may be the chairman of the board of directors or any officer of the

corporation).

The name and title of the representative signing on behalf of the corporation.

•

The corporate representative executing this application must be placed under oath, and the acknowledgment must be completed

by a person authorized by law to administer oaths.

PC-03

Form Pc-03 - Application By Foreign Professional Corporation For Amended Certificate Of Authority - 2000 Page 3

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