Honorable R. W. Olson, Chairman    Opinion No. M-539
State Board of Registration far
 Professional Engineers            Re:   Application of
1400 Congress, Room 200                  Texas Professional
Austin, Texas 78701                      Act to Professional
                                         Engineers
Dear Mr. Olson:
     By your recent letter to this office you have
requested an opinion on the following questions, to-wit:
     "(1) After January 1, 1970, may a corporation
          be organized under 'The Texas Professional
          Corporation Act' for the sole and specific
          purpose of~rendering Professional Engineer-
          ing service and services ancillary thereto?
     "(2)   In view of the provisions of Section 5 of
            'The Texas Professional Corporation Act',
            must corporations heretofore organized
            under the Texas Business Corporation Act
            for the purpose of engaging in the practice
            of Professional Engineering comply with the
            requirements of 'The Texas Professional
            Corporation Act' after January 1, 19707"
     We answer both of your questions in the negative.
     The 61st Legislature in its Regular Session, passed
"The Texas Professional Corporation Act", Senate Bill
Number 599, Chapter 779, Page 2304, which becomes effective
January 1, 1970.
     Section 3 of the above Act sets forth a definition of
"Professional Service" and also defines a "Professional
Corporation". This Section reads as follows:
     "Sec. 3, as used in this Act, unless the context
     otherwise requires, the term:




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.Honorable R. W. Olson, page 2 (M-539)

      " (a)




              of the foregoing provisions of this   _
              definition, the personal services rendered
              by architects, attorneys-at-law, certi-
              fied public accountants, dentists, public
              accountants and veterinarians: provided,
              however, that physicians, surgeons and
              other doctors of medicine are specifically
              excluded from the operations of this Act,
              since there are established precedents
              allowing them to associate for the practice
              of medicine in joint stock companies.

      ' (b)   'Professional Corporation' means a corporation
              organized under this Act for the sole and
              specific purpose of rendering professional
              servrce and whrch has as Its shareholders
              onlv individuals who themselves are dulv
              licensed or otherwise duly authorized within
              this state to render the same professional
              service as the corporation." (Bmphasis added)
      We have emphasized the portions of the above quoted
definitions which demonstrate that the Act does not apply
to corporations which perform personal services which could be
legally performed by a corporation prior to the passage of the
Act.
      Section 17, Article 3271a, Vernon's Civil Statutes, also
known as the Engineering .RegistrationAct, provides:
            "A firm or copartnership or a corporation,
      or a joint stock association may engage in the
      practice of professional engineering in this'
      state, provided such practice is carried on by
      only professional engineers registered in this
      state."
      Attorney General's Opinion No. WW-884,1960, construed
 Section 17 of Article 3271a together with the Texas Business
 Corporation Act. Such Opinion held that since no license
 is required of a corporation to "engage in the practice of
 professional engineering", a corporation could be legally




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.   .
            Honorable R. W. Olson, page 3 (M-539)
            organized under the Texas Business Corporation Act for
            the purpose of performing engineering services, provided
            that the actual practice is carried on only by registered
            professional engineers.
                 It is elementary that any corporation must act through
            people. Under the reasoning of Opinion No. W-884, a
            corporation could practice professional engineering, but
            the practice must be accomplished by and through a limited
            type of personnel, to-wit, professional engineers registered
            in this state.
                 It follows that prior to the enactment of the Texas
            Professional Corporation Act, a corporation could be legally
            organized under the Texas Business Corporation Act which
            could legally perform professional engineering services,
            even though the services could be rendered by the corporation
            only through certain qualified people.
                 Therefore, the Texas Professional Corporation Act does
            not apply to professional engineering services or to
            corporations which perform such services: and corporations
            which have the purpose of rendering such services cannot be
            organized under that Act. However, after January 1, 1970,
            it will still be permissible for such corporations to be
            incorporated under the~~TexasBusiness Corporation Act: and
            such corporations incorporated under the Texas Business
            Corporation Act, either before or after January 1, 1970,
            will not be affected by the Professional Corporation Act.
        I
                                SUMMARY

                       The Texas Professional Corporation Act,
                       Senate Bill No. 589, Chapter 779, Page
                       2304, Acts 61st Legislature, Regular
                       Session, does not apply to corporations
                       organized for the purpose of performing
                       professional engineering services.
                       However, both before and after January 1,
                       1970, the effective date of the Texas
                       Professional Corporation Act, such
                       corporations can be legally organized
                       under the Texas Business,7CorporationAct.
                                           Yo$$$truly,        A


                                                          .
                                                         General of Texas




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.   ,.   -   .
         HonorableR. U. Olron,pge 4 (M-539)


         Preparedby Alfred IWker
         AssistantAttorneyOeneml
         APPROVED:
         OPINIOMCawITlm
         Kcrne Taylor,Chnlman
         Scott Ckwrison
         Ralph Rash             I,
         Bill Allen              .
         Arthur Sandlln
         ,MEADEP. GRIPI'M
         staff Legal AmIdant
         NOLA NHITB
         First Aeslatant




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