Professional Corporation for the Practice of Medicine
Requirements
IMPORTANT: NCMB now provides two different pathways for individuals who wish to create or manage a NC-based Professional Corporation or Professional Association.
If you are a licensee (physician or PA) of the North Carolina Medical Board, please establish your entity of choice by clicking on the Licensee Portal button at right.
If you are a non-licensee, please use the Non-licensee Portal button at right.
Additional information and forms concerning professional corporations are available on the Secretary of Stateâs website, or you may call (919) 814-5400 | toll-free at (888) 246-7636.
Application Instructions:
A list of required documents to gather, complete and email to NCMB is outlined in our Online Application.
Complete the online portion of the application, available at right, pay the $50.00 application fee by VISA, MasterCard or Discover, or American Express.
Email the scanned application documents to: corp.application@ncmedboard.org
Once documents are reviewed at the Board and it has been determined that all statutory requirements are met, (see the Process Tab) the NCMB will email a scanned copy of the Articles to you along with a NCMB issued Certificate (NCMB PC-02) for filing with the NC Secretary of State. All other documents generated during the approval process will also be emailed to you as scanned documents for you to retain for your records.
Creation Filing with the NC Secretary of State (âSOSâ) requires the Articles with the NCMB dated/stamped seal, the Board issued Certificate and the required SOS fee. Filing with the SOS must be completed within four months of the NCMB Certificate issued date. NCMB verifies with the NC SOS that your business has submitted a Creation Filing within four months of certification.
To complete Creation Filing with the NC Secretary of State, you have two options:
1. Print out the hardcopy of the scanned Corporation Documents for NC Secretary of State. These two documents are the stamped/approved Articles of Organization and the Certification by the North Carolina Medical Board, with the signature of the Executive Director and seal of the Board. These two documents, along with the required fee will then need be mailed to the NC Secretary of State.
OR
2. File the attached stamped/approved Corporation Documents for NC Secretary of State with the NC Secretary of State using the NC SOS website Online Submission of Documents link.
Unfiled Certificates expire after four months. If certification expires, reapplication will be required before filing with the SOS.
Letter of Non-Objection
NC General Statute 55B prohibits any non-licensees of the NC Medical Board from forming an entity offering the professional service of the practice of medicine.
Many business entities try to file creation articles with the NC Secretary of State and the filing is rejected due to a word or words in the name of the business entity which implies the corporation/company is a medical practice.
If your business has received a rejection letter from the NC Secretary of State for this reason, you will need to request a Letter of Non-Objection from the NC Medical Board. Please be advised that requests for Letters of Non-Objection are occasionally denied by the NC Medical Board Legal Department.
To request a Letter of Non-Objection, please submit a letter on corporate letterhead that includes the following:
State the purpose of the business in the state of NC, i.e., what will the business be doing in NC?
State that the business will not be offering the professional service of the practice of medicine.
State that the business will not be employing any licensees of the NC Medical Board for the purpose of offering the professional service of the practice of medicine.
The request letter should be signed by an office of the corporation.
The Medical Board requires that all applicants complete the online application prior to emailing their documents to the Corporations division at corp.application@ncmedboard.org.
Upon receipt, application packets are reviewed to ensure that statutory requirements are met. The following are examples of what the Board looks for during its application review.
The original Articles of Incorporation (Professional Corporation)
Corporate Name: The name shall not include any adjectives or other words not in accordance with ethical customs of the medical profession.
Corporate Name Ending: Corporations registering with NCMB are to use Professional Corporation, Professional Association, P.C., P.A., PC or PA as their corporate ending. Do not use the following endings: corporation, company, limited, incorporated, corp., co., ltd. or inc.
Corporate Name: A professional corporation may not use any name other than the corporate name registered with the NCMB and the Secretary of State. NCMB rules prohibit using a âd.b.a.â(doing business as) name. See NC Administrative Code § 21 NCAC 32C .0102.
Incorporators: At least one incorporator must be a NCMB licensee. One of the incorporating shareholders is required to sign the Articles before submitting them to NCMB.
The specific purpose for which the corporation is being formed:
Physicians qualify to apply for a Certificate of Registration as a professional corporation with the purpose of practicing medicine;
Together a physician and a physician assistant qualify to apply for a Certificate of Registration as a professional corporation with the purpose of practicing medicine;
One hundred percent physician assistant owned corporations qualify to apply for a Certificate of Registration as a professional corporation with the purpose of performing medical acts, tasks and functions. See the FAQ section for more information;
When the corporation is to be registered with other NC Boards, the purpose is reviewed to ensure respective stockholders are licensed, certified or otherwise approved to provide the services outlined in the purpose. See the FAQ section for allowable combinations
The notarized Certificate of Incorporators, NCMB PC-01
Verification of NCMB licensure of shareholders.
Verification of Foreign Corporation shareholderâs licensure. At least one needs to be a NCMB licensee.
Verification of licensure of shareholders from other NC Boards See the FAQ section for more information.
Fees
Application
Certificate of Registration for a professional corporation to practice medicine in North Carolina
Non-refundable fee: $50.00
Paid by VISA, Mastercard, Discover or American Express during online application process
If your corporation was suspended and you wish to seek reinstatement. Please contact the NCMB Corporations Coordinator or call 919-326-1109 extension 386.
From time to time, professional corporations have changes that must be reported to the NCMB and/or Secretary of State, such as a corporation name change or stock transfer. Instructions for reporting such changes are listed below.
Instructions for filing documents to issue or transfer stock or membership
All issuance or transfer of stock in a professional corporation requires certification of licensure from the NC Medical Board. Prior to the issuance or transfer of stock you must obtain NCMB certification by submitting the following to NCMB.
Online
⢠Through NCMBâs Corporation Update portal you will be able to update shareholder information and obtain certification for new qualified shareholders. Online is only available for certification of NCMB Licensees.
Or By email send to NCMB
⢠A letter, signed by an officer or legal representative of the corporation, stating the name of the corporation and the name of the individual licensed to practice medicine in NC who will be issued or transferred stock.
Upon execution by this Board certification (PC-05 or PLLC-05) will be issued for each newly added licensee. Certification must be permanently retained by the corporation
Name Change Request
To change the name of your professional corporation you must first email scanned copies of the following documents to corp.application@ncmedboard.org:
⢠A cover letter requesting a name change
⢠The original Articles of Amendment; The amendment must be signed by an officer of the corporation who is also licensed by NCMB (e.g. a physician or a PA).
After review, NCMB will email you a Letter of NonâObjection authorizing the name change and the scanned copy of the original Articles of Amendment with the Boardâs dated seal. Using the NC SOS website Online Submission of Documents link, you will then file the approved Articles of Amendment and Letter of NonâObjection with the Secretary of State within four months.
Change of Registered Agent
Please notify the Board if you change the Registered Agent of your business entity by either:
⢠Submitting the agent change through the NCMBâs Corporation Update portal
⢠Emailing NCMB a copy of the Articles of Amendment for Agent Change filed with the Secretary of State.
Dissolution of a professional corporation or limited liability company
To remove your business entity from the active roll of professional corporations due to closing, acquisition or etc. you are required to complete and file Articles of Dissolution with the Secretary of State. Send a copy to the NCMB Corporations Coordinator.