A professional architectural corporation is a corporation which is authorized to render professional services, as defined in Section 13401 of the Corporations Code, so long as that corporation and its shareholders, officers, directors, and employees rendering professional services who are licensed architects, are in compliance with the Moscone-Knox Professional Corporation Act (Part 4 (commencing with Section 13400) of Division 3 of Title 1 of the Corporations Code), this article, and all other statutes and regulations pertaining to the corporation and the conduct of its affairs. With respect to an architectural corporation, the governmental agency referred to in the Moscone-Knox Professional Corporation Act is the California Architects Board.
ArchitectureArchitectural Corporations
Section § 5610
This law defines what a professional architectural corporation is and outlines its ability to provide architectural services. It specifies that such corporations must comply with certain laws, including rules about who can be shareholders, officers, directors, and employees, all of whom must be licensed architects. These corporations must adhere to the Moscone-Knox Professional Corporation Act and other relevant regulations, with oversight from the California Architects Board.
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Section § 5610.2
If you're licensed under this chapter, you must not break any rules, help someone else break them, or even plan to break them when it comes to the Moscone-Knox Professional Corporation Act and its related regulations. Doing so is considered bad behavior and can get you into trouble, as described in another section.
It is unprofessional conduct and a violation of this chapter, punishable as specified in Section 5560, for any person licensed under this chapter to violate, attempt to violate, directly or indirectly, or assist in or abet the violation of, or conspire to violate, the Moscone-Knox Professional Corporation Act, this article, or any regulation adopted pursuant to those provisions.
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Section § 5610.3
This law specifies that any professional architectural corporation's name in California must include the name of one or more current, future, or past shareholders, or people connected to a predecessor firm. Also, the name must include either the words “architectural corporation” or “architect” or “architects” with a word or abbreviation that indicates it is a corporation.
The name of a professional architectural corporation and any name or names under which it may be rendering professional services shall contain and be restricted to the name or the last name of one or more of the present, prospective, or former shareholders, or of persons who were associated with a predecessor person, partnership, or other organization and whose name or names appeared in the name of the predecessor organization, and shall include either (1) the words “architectural corporation” or (2) the word “architect” or “architects” and wording or abbreviations denoting corporate existence.
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Section § 5610.4
This law says that every director, shareholder, and officer in a professional architectural company must have a professional license, according to specific rules set out in another legal act. However, there's an exception mentioned in a different part of the Corporations Code.
Except as provided in Section 13403 of the Corporations Code, each director, shareholder, and officer of a professional architectural corporation shall be a licensed person as defined in the Moscone-Knox Professional Corporation Act.
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Section § 5610.5
This law states that if an architect who owns shares in an architectural corporation becomes disqualified from practice, any money made from architectural services while they are disqualified cannot go to them or increase the value of their shares in the company.
The income of a professional architectural corporation attributable to professional services rendered while a shareholder is a disqualified person, as defined in the Moscone-Knox Professional Corporation Act (Part 4 (commencing with Section 13400) of Division 3 of Title 1 of the Corporations Code), shall not in any manner accrue to the benefit of that shareholder or their shares in the professional architectural corporation.
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Section § 5610.6
This law section says that architectural firms must follow all rules and regulations for professional conduct just like individual licensed architects. If they break these conduct rules, it is considered unprofessional behavior.
A professional architectural corporation shall not do or fail to do any act the doing of which or the failure to do which would constitute unprofessional conduct under any statute, rule, or regulation now or hereafter in effect. In the conduct of its practice, it shall observe and be bound by those statutes, rules, and regulations to the same extent as a person holding a license under Section 5551.
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Section § 5610.7
This law allows the board to create and enforce rules for architectural corporations. These rules can include a requirement that if an owner of the corporation's stock is disqualified or passes away, their stock must be sold to the corporation or other shareholders. It also requires that architectural corporations have insurance or other security to cover claims from clients due to professional services.
The board may formulate and enforce rules and regulations to carry out the purposes and objectives of this article, including rules and regulations requiring (a) that the articles of incorporation or bylaws of an architectural corporation shall include a provision whereby the capital stock of the corporation owned by a disqualified person (as defined in the Moscone-Knox Professional Corporation Act), or a deceased person, shall be sold to the corporation or to the remaining shareholders of the corporation within the time as those rules and regulations may provide, and (b) that an architectural corporation shall provide adequate security by insurance or otherwise for claims against it by its clients arising out of the rendering of professional services.
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