Corp. Code, § 13406 · Part 4. PROFESSIONAL CORPORATIONS
Corp. Code, § 13406
Text — As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
(a) Subject to the provisions of subdivision (b), shares of capital stock in a professional corporation may be issued only to a licensed person or to a person who is licensed to render the same professional services in the jurisdiction or jurisdictions in which the person practices, and any shares issued in violation of this restriction shall be void. Unless there is a public offering of securities by a professional corporation or by a foreign professional corporation in this state, its financial statements shall be treated by the Commissioner of Financial Protection and Innovation as confidential, except to the extent that such statements shall be subject to subpoena in connection with any judicial or administrative proceeding, and may be admissible in evidence therein. A shareholder of a professional corporation or of a foreign professional corporation qualified to render professional services in this state shall not enter into a voting trust, proxy, or any other arrangement vesting another person (other than another person who is a shareholder of the same corporation) with the authority to exercise the voting power of any or all of the shareholder’s shares, and any purported voting trust, proxy, or other arrangement shall be void.
(b) A professional law corporation may be incorporated as a nonprofit public benefit corporation under the Nonprofit Public Benefit Corporation Law under either of the following circumstances:
(1) The corporation is a qualified legal services project or a qualified support center within the meaning of subdivisions (a) and (b) of Section 6213 of the Business and Professions Code.
(2) The professional law corporation otherwise meets all of the requirements and complies with all of the provisions of the Nonprofit Public Benefit Corporation Law, as well as all of the following requirements:
(A) All of the members of the corporation, if it is a membership organization as described in the Nonprofit Corporation Law, are persons licensed to practice law in California.
(B) All of the members of the professional law corporation’s board of directors are persons licensed to practice law in California.
(C) Seventy percent of the clients to whom the corporation provides legal services are lower income persons as defined in Section 50079.5 of the Health and Safety Code, and to other persons who would not otherwise have access to legal services.
(D) The corporation shall not enter into contingency fee contracts with clients.
(c) A professional law corporation incorporated as a nonprofit public benefit corporation that is a recipient in good standing as defined in subdivision (c) of Section 6213 of the Business and Professions Code shall be deemed to have satisfied all of the filing requirements of a professional law corporation under Sections 6161.1, 6162, and 6163 of the Business and Professions Code.
Notes and commentary — not statutory text
History
Amended by Stats. 2022, Ch. 452, Sec. 62. (SB 1498) Effective January 1, 2023.
Source of truth
- Edition
- As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
- Official file
- https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=13406.
- Text hash
- sha256 512fcbb255db4602fc11c2ba8ad44a086ac4532f7e5c2d14d6bcdc5744b53cff
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- compose_ca.py 2026-10-22: the Legislative Counsel's CAML content files read by a tokenizer (caml_readers.reader_a); an independent xml.etree reading (caml_readers.reader_b) agrees on every section
This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
Business and Professions Code
- Bus. & Prof. Code, § 6161.1Printed as Sections 6161.1, 6162, and 6163 of the Business and Professions Code
- Bus. & Prof. Code, § 6162Printed as Sections 6161.1, 6162, and 6163 of the Business and Professions Code
- Bus. & Prof. Code, § 6163Printed as Sections 6161.1, 6162, and 6163 of the Business and Professions Code
- Bus. & Prof. Code, § 6213Printed as Section 6213 of the Business and Professions Code
Health and Safety Code
Cited by 7 provisions
Provisions in this library whose text cites Corp. Code, § 13406. Each shows the citation as that text prints it.
Business and Professions Code
- Bus. & Prof. Code, § 2408Printed as Sections 13401.5, 13403, 13406, and 13407 of the Corporations Code
- Bus. & Prof. Code, § 6073.2Printed as Section 13406 of the Corporations Code
- Bus. & Prof. Code, § 6161Printed as Section 13406 of the Corporations Code
- Bus. & Prof. Code, § 6165Printed as Sections 13403 and 13406 of the Corporations Code
- Bus. & Prof. Code, § 6180.14Printed as Section 13406 of the Corporations Code
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.