Pre-1969 Engineering Corporations in North Carolina
How Engineering Firms Can Be Exempt From Stock Ownership Requirements of the
North Carolina's Professional Corporation Act (NC GS 55B)
Using "Pre-69" or "Grandfathered" Engineering Corporate Charters
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GS 89C
The North Carolina Engineering and Land Surveying Act
The practice of engineering and surveying in North Carolina is governed by General Statute 89C. The law describes the requirments for individuals and businesses on licensing, rules of professional conduct, disciplinary action, and many other topics pertaining to engineering and surveying.
In Section 89C-24 - Licensure of corporations and business firms that engage in the practice of engineering or land surveying, it states "A corporation that is not exempt from Chapter 55B of the General Statutes by application of G.S. 55B-15 must be incorporated under that Chapter."
This means if you are a corporation, the firm must meet the requirements of GS 55B The Professional Corporation Act.
GS 89C is an extremenly important law for all engineers in North Carolina. It can be found in its entirety at: www.ncleg.net/EnactedLegislation/Statutes/HTML/ByChapter/Chapter_89C.html
The Professional Corporation Act
GS 55B
Unless exempt, all corporations offering engineering and surveying services in North Carolina must comply with the requirements of GS 55B. This law restricts the ownership of capital stock of the corporation.
In 55B-6 Capital Stock, it states, "...a professional corporation may issue shares of its capital stock only to a licensee..." but then goes on to say for corporations rendering engineering services, "...it shall be lawful in the case of professional corporations rendering services as defined in Chapters 83A, 89A, 89C, 89E, and 89F, for nonlicensed employees of the corporation to own not more than one-third of the total issued and outstanding shares of the corporation..."
This is problematic for publicly traded and private-equity backed firms as well as many out of state engineering corporations. Most fail to meet this requirement as more than one-third of their shareholders are neither employees nor professional engineers.
A solution to this problem lays in GS 55B-15 Applicability of Chapter, more specifically
GS 55B-15(a) This Chapter shall not apply to the following:
(1) "A corporation which prior to June 5, 1969, was permitted by law to render professional services or the corporate successor of that corporation by merger or otherwise by operation of law, provided there is no substantial change in the direct or indirect beneficial ownership of the shares of that corporation as the result of the merger or other transaction. For purposes of this subdivision, a change of twenty percent (20%) or less shall not be considered substantial."
A Corporation can merge a pre-1969 corporate charter into their business and become the corporate successor to a pre-69 engineering firm and therefore become exempt from the requirements of GS 55B The Professional Corporation Act. Likewise, a corporation could purchase a pre-69 corporate charter and conduct its engineering business in North Carolina under it as a wholly owned subsidiary.
GS 55B can be read in its entirety at:
www.ncga.state.nc.us/EnactedLegislation/Statutes/HTML/ByChapter/Chapter_55B.html