Opinion No. (1988) ( 1988 )

Dear Representative Veitch,

¶ 0 The Attorney General has received your request for an official opinion, asking:

May a professional corporation maintain a registered office andregistered agent at an address other than the corporation'sprincipal office?

¶ 1 A prior opinion, Attorney General Opinion No. 68-357, held that, under the then relevant statutes, a professional corporation could not maintain a registered office and registered agent at an address other than the corporation's principal office. Your request requires that we consider whether this holding is still valid, in view of the passage, in 1986, of amendments to the Professional Corporation Act which, in pertinent part, changed the legal requirements for the designation of the principal office of a professional corporation. Laws 1986, c. 292, 150, effective November 1, 1986,codified as 18 Ohio St. 808 (1987).

¶ 2 The earlier opinion, No. 68-357, relied on the language of the then current version of 18 Ohio St. 808 of the Professional Corporation Act, which provided:

A professional corporation may have only one principal office and may not maintain offices in more than one location. The office of the professional corporation shall be designated by street address in the Articles of Incorporation and shall not be changed without amendment of the Articles of Incorporation.

18 O.S. 808 (1961). (Emphasis added).

¶ 3 The earlier opinion noted that under 18 Ohio St. 805 (1961), now codified as 18 Ohio St. 805 (1987), the provisions of the Professional Corporation Act took precedence over any conflicting provisions of the Oklahoma General Corporation Act. The earlier opinion recognized that the then current version of the General Corporation Act permitted a corporation to maintain a registered office at a location different from its principal place of business. 18 Ohio St. 1.16a (1961). However, in view of the statutory mandate of 18 Ohio St. 805, giving precedence to any provision of the Professional Corporation Act which conflicted with the General Corporation Act, prior Opinion No. 68-357 concluded that a professional corporation, under the then current version of 18 Ohio St. 808, could maintain only one office, which was also the "principal office." Accordingly, Opinion No. 68-357 held that a professional corporation could not maintain a registered office or agent at an address other than the corporation's principal office.

¶ 4 The 1986 amendments to the Professional Corporation Act signifi cantly changed the wording of 18 Ohio St. 808. The current version of the statute reads as follows:

The principal office of the professional corporation shall be designated by street address in the certificate of incorporation and shall not be changed without amendment of the certificate of incorporation.

18 Ohio St. 808 (1987). (Emphasis added).

¶ 5 The current provision of the Oklahoma General Corporation Act which governs registered offices in the state is essentially unchanged from prior law, and provides as follows:

Every corporation shall have and maintain in this state a registered office which may, but need not be, the same as its place of business.

18 Ohio St. 1021(A) (1987). (Emphasis added).

¶ 6 The current provision of the Oklahoma General Corporation Act which governs registered agents states:

Every domestic corporation shall have and maintain in this state a registered agent, which agent may be either an individual resident in the state whose business office is identical with the corporation's registered office, or a domestic corporation, which may be itself, or a foreign corporation authorized to transact business in this state, having a business office identical with such registered office.

18 Ohio St. 1022(A) (1987).

¶ 7 The current version of 18 Ohio St. 808, codified as 18 O.S.808 (1987), unlike the version of the statute which existed in 1968, does not limit a professional corporation to one office in the state. The current statute requires only that the certificate of incorporation of a professional corporation set forth the street address of the principal office, and that any change to the street address must be reflected in an amendment to the certificate of incorporation. Accordingly, there is presently no conflict in the current law between 18 Ohio St. 808 of the Professional Corporation Act, and 18 Ohio St. 1021 of the General Corporation Act, which provides that a corporation's registered office need not be the same as its place of business.

¶ 8 In view of the changes to 18 Ohio St. 808 enacted in 1986, it is permissible for a professional corporation to maintain more than one office in the State and therefore to have a registered office and registered agent at an address other than the corporation's principal place of business.

¶ 9 It is, therefore, the official opinion of the AttorneyGeneral that:

1. Based on the statutory change to the Professional CorporationAct enacted in 1986 and codified as 18 Ohio St. 808 (1987), aprofessional corporation may maintain a registered office andregistered agent at an address other than the corporation'sprincipal office.

2. In view of the statutory change enacted in 18 Ohio St. 808(1987), A.G. Opinion No. 68-357 is no longer valid, and shouldno longer be relied on in determining whether a professionalcorporation may have a registered office at a location other thanits principal office.

ROBERT H. HENRY Attorney General of Oklahoma

ROBERT A. BUTKIN Assistant Attorney General