Opinion No. (1969) Ag ( 1969 )

Professional Corporation — — Principal Office Under the provisions of 18 O.S. 801 [18-801] to 18 O.S. 819 [18-819] (1961), a professional corporation may maintain only one office. The "principal office" therein includes the registered once. A professional corporation cannot maintain a registered office and agent at an address other than the corporation's principal office. The Attorney General has had under consideration your request for an opinion involving 18 O.S. 1.16a [18-1.16a], 18 O.S. 805 [18-805] [18-805] and 18 O.S. 808 [18-808] (1961), wherein you ask: "(1) Do the words ``principal office' and ``offices' as used in Section 808 of the Professional Corporation Act refer to a place where business of the corporation is conducted, or do the words therein include the registered once of that corporation also? "(2) If construed to mean the place where the business of the corporation is actually conducted, may a professional corporation maintain a registered office and agent at an address other than the corporation's principal place of business? "(3) If question two is answered in the affirmative, must both addresses be listed for public information purposes in the Secretary of State's once?" The following sections of Title 18 O.S. 1961 are pertinent to your question: "Section 1.1. This Act shall be known, and may be cited, as the ``Business Corporation Act,' and is hereinafter referred to as ``this Act'. "Section 1.1(34). ``Registered office' means the office maintained in this State by a corporation, the address of which office is kept on file in the office of the Secretary of State in the manner required by the provisions of this Act. "Section 1.16a. Every corporation shall continuously maintain an office in this State to be known as its registered office which may, but need not, be the same as its place of business. "1.17a. Every corporation shall have and continuously maintain in this State a registered agent, on whom service of summons may be had. In the case of a domestic corporation, such agent may be an individual resident of this State, whose business address is identical with the registered office of each domestic corporation, and in the case of a foreign or domesticated corporation, such registered agent shall be a resident of the capitol city. "Section 801. This act is known and may be cited as the ``Professional Corporation Act'. "Section 802. This act shall be so construed as to effectuate its general purpose of making available to professional persons the benefits of the corporate form for the business aspects of their practices while preserving the established professional aspects of the personal relationship between the professional person and those he serves. "Section 805. The Business Corporation Act shall be applicable to professional corporations, and they shall enjoy the powers and privileges and be subject to the duties, restrictions, and liabilities of other corporations, except where inconsistent with the letter and purpose of this act. This act shall take precedence in the event of any conflict with provisions of the Business Corporation Act or other laws. "Section 808. 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." The "Business Corporation Act" was enacted by the 1947 Legislature and appears in the Session Laws of 1947. Thereafter it is set forth as 18 O.S. 1.1 [18-1.1] to 18 O.S. 1.247 [18-1.247] (1961), inclusive. In turn the "Professional Corporation Act", was enacted by the 1961 Legislature and appears in the Session Laws of 1961. Thereafter it is set forth as 801, 1961, Sections 801 to 819, inclusive. Examining the above statutes in the light of legislative history permits the statutory language itself to provide the answers to the problems presented. Section 18 O.S. 805 [18-805], supra, states: "The Business Corporation Act shall be applicable to professional corporations, . . . except where inconsistent with the letter and purpose of this Act. This Act shall take precedence in the event of any conflict with the provisions of the Business Corporation Act or other laws." (Emphasis added) Section 18 O.S. 808 [18-808], supra, states: "A professional corporation may have only one principal office and may not maintain offices in more than one location." (Emphasis added) The language contained in Section 805, supra, makes the provisions of Section 808, supra, determinative. A professional corporation may have only one principal office and may not maintain once in more than one location. Your first question must be answered in the affirmative. The words "principal office" and "offices" as used in Section 808, supra, refers to the place where the business of the corporation is conducted and includes the registered office at that corporation. Your second question must be answered in the negative. A profession corporation cannot maintain a registered office and agent at all address other than the corporation's principal office. Question number two having been answered in the negative. and opinion as to question number three is unnecessary. (H. L. McConnell)