Legal Question in Business Law in California

Laws applying to professional corporations in particular are found in the Corporations Code, sections 13400 to 13410. Further rules may be found in regulations of the medical licensing board.

I believe section 13401.5 governs. Other than physicians and surgeons, the following licensed persons may be directors, officers, shareholders or professional employees of a medical corporation, so long as such persons do not constitute a majority or hold more than 49% of the stock: podiatrists, psychologists, nurses, optometrists, marriage and family therapists, clinical social workers, physician assistants, chiropractors, acupuncturists, and naturopaths.

Unless you are one of the above, you can't be a stockholder, officer, director or professional employee of a medical corporation.

Corporations Code section 13403 contains further restrictions on director and officer positions of a medical corporation.

The Corporation Code provides that other than physicians and surgeons, the following licensed persons may be directors, officers, shareholders or professional employees of a medical corporation, so long as such persons do not constitute a majority or hold more than 49% of the stock: podiatrists, psychologists, nurses, optometrists, marriage and family therapists, clinical social workers, physician assistants, chiropractors, acupuncturists, and naturopaths. (13401.5 of the Corporation Code).

Hence, if you are not one of the licensed persons listed above, then under the law you are not allowed to be named as one of the directors of a medical corporation. However, medical corporations vary and the listed exemptions need a lot of clarification to fully answer your query.

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