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Board of Medical Examiners
FOREIGN CORPORATIONS — DOMESTICATION IN OKLAHOMA A corporation, whose sole stockholder is licensed to practice medicine in Oklahoma and meets the requirements of 18 O.S. 801 [18-801] et seq. regarding professional corporations and 18 O.S. 1.199 [18-1.199] regarding domestication of foreign corporations, can be domesticated in Oklahoma.
The Attorney General has considered your request for an opinion where, in effect, you ask the following question: "Can a Nevada professional corporation be domesticated in Oklahoma if the sole stockholder of the Nevada corporation is licensed to practice medicine in Oklahoma?" The Professional Corporation Act is found in 18 O.S. 801 [18-801] et seq. (1971). A professional corporation is defined in 18 O.S. 803 [18-803]. "(a) 'Professional corporation' means a corporation organized under this Act.
"(b) 'Professional service' means the personal service rendered by "(i) A physician, surgeon, or doctor of medicine pursuant to a license under 59 O.S. 481 [59-481] through 59 O.S. 517 [59-517] (1961), and any subsequent laws regulating the practice of medicine . . . ." The Attorney General in 3 Okl.A.G. 314 (70-321) held that a professional corporation could be formed under the Oklahoma Professional Corporation Act upon the filing of articles of incorporation by an otherwise qualified individual as incorporated pursuant to 18 O.S. 804 [18-804] (1961). 18 O.S. 804 [18-804] states in part: "One or more individuals each of whom is licensed to render a professional service may incorporate a professional corporation by filing Articles of Incorporation with the Secretary of State." Title 18 O.S. 805 [18-805] (1971) provides: "The Business Corporation Act shall be applicable to professional corporations, and they shall enjoy the power 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." The Professional Corporation Act does not specifically refer to domestication of foreign corporations. The domestication of a foreign corporation, however, is provided for in 18 O.S. 1.199 [18-1.199] which states: "a. No foreign corporation shall transact or engage in business in this State until it shall become domesticated.
"b. A corporation may become domesticated under this Act, if it be: "(1) An existing domesticated corporation; or "(2) Any other foreign corporation which might be formed under this Act as a domestic corporation. "c. A domesticated corporation shall not exercise any privileges or enjoy any rights denied in this State to domestic corporations.
"d. A foreign corporation, upon receiving a certificate of domestication from the Secretary of State, shall enjoy the same rights and privileges as, but none greater than, a domestic corporation organized for the purposes set forth in the articles of domestication pursuant to which such certificate of domestication is issued; and, except as in this Act otherwise provided, shall be subject to the same duties, restrictions, penalties, and liabilities now or hereafter imposed upon a domestic corporation with like purpose and of like character.
". . . It is, therefore, the opinion of the Attorney General that your question be answered as follows: A Nevada professional corporation, whose sole stockholder is licensed to practice medicine in Oklahoma and meets the requirements of 18 O.S. 801 [18-801] et seq. regarding professional corporations and 18 O.S. 1.199 [18-1.199] regarding domestication of foreign corporations, can be domesticated in Oklahoma. (DAVID K. McCURDY) (ksg)