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Texas Laws | Business Organizations Code

(a-6) A physician assistant or combination of physician assistants may have only a minority ownership interest in an entity created under this section. The ownership interest of an individual physician assistant may not equal or exceed the ownership interest of any individual physician owner. A physician assistant or combination of physician assistants may not interfere with the practice of medicine by a physician owner or the supervision of physician assistants by a physician owner. (9982)

(a-7) The Texas Medical Board and the Texas Physician Assistant Board continue to exercise regulatory authority over their respective license holders according to applicable law. To the extent of a conflict between Subtitle B, Title 3, Occupations Code, and Chapter 204, Occupations Code, or any rules adopted under those statutes, Subtitle B, Title 3, or a rule adopted under that subtitle controls. (9983)

(b) Professionals, other than physicians, engaged in related mental health fields such as psychology, clinical social work, licensed professional counseling, and licensed marriage and family therapy may form a professional entity that is jointly owned by those practitioners to perform professional services that fall within the scope of practice of those practitioners. (9984)

(c) Persons licensed as doctors of medicine and persons licensed as doctors of osteopathy by the Texas State Board of Medical Examiners and persons licensed as optometrists or therapeutic optometrists by the Texas Optometry Board may, subject to the provisions regulating those professionals, jointly form and own a professional association or a professional limited liability company to perform professional services that fall within the scope of practice of those practitioners. (9985)

(d) Only a physician, optometrist, or therapeutic optometrist may have an ownership interest in a professional association or professional limited liability company formed under Subsection (c). (9986)

(e) An entity formed under Subsection (c) is not prohibited from making one or more payments to an owner's estate following the owner's death under an agreement with the owner or as otherwise authorized or required by law. (9987)

(f) When doctors of medicine, osteopathy, podiatry, and chiropractic, or doctors of medicine, osteopathy, and optometry or therapeutic optometry, or mental health professionals form a professional entity as provided by Subsections (a), (b), and (c), the authority of each of the practitioners is limited by the scope of practice of the respective practitioners and none can exercise control over the other's clinical authority granted by their respective licenses, either through agreements, bylaws, directives, financial incentives, or other arrangements that would assert control over treatment decisions made by the practitioner. (9988)

(g) The state agencies exercising regulatory control over professions to which this section applies continue to exercise regulatory authority over their respective licenses. (9989)

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. (9990)

Amended by: (9991)

Acts 2011, 82nd Leg., R.S., Ch. 782 (H.B. 2098), Sec. 3, eff. June 17, 2011. (9992)

Acts 2017, 85th Leg., R.S., Ch. 388 (S.B. 679), Sec. 3, eff. June 1, 2017. (9993)



The provisions of Chapters 20 and 21 governing a for-profit corporation apply to a professional association, unless there is a conflict with this title. (9996)

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. (9997)


A professional association continues: (9999)

(1) for all purposes as a separate entity independent of the association's members until: (10000)

(A) the expiration of the period of duration stated in the certificate of formation; or (10001)

(B) the association is wound up and terminated in the manner provided by the certificate of formation or, if the certificate of formation does not provide a manner for winding up and termination, by a two-thirds vote of the association's members; and (10002)

(2) in existence notwithstanding: (10003)

(A) the death, insanity, incompetency, felony conviction, resignation, withdrawal, transfer of ownership interest, or expulsion of a member other than the last surviving member of the association; (10004)

(B) the admission of a new member or the transfer of ownership interest to a new or existing member; or (10005)

(C) the occurrence of an event that would require the winding up of a partnership under state law or similar circumstances. (10006)

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. (10007)


(a) A professional association may amend the association's certificate of formation as provided by Chapter 3 and: (10009)

(1) by the procedure for amendment stated in the certificate of formation; or (10010)

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