Ohio § 1701.03

§ 1701.03.

(A)(1) A corporation may be formed under this chapter for any purpose or combination of

purposes for which individuals lawfully may associate themselves, except that, if

the Revised Code contains special provisions pertaining to the formation of any designated

type of corporation other than a professional association, as defined in section 1785.01 of the Revised Code , a corporation of that type shall be formed in accordance with the special provisions. (2) The purpose for which a corporation is formed may include a beneficial purpose.  Except to the extent that the articles otherwise provide, both of the following

apply: (a) Having a beneficial purpose does not prevent a corporation from seeking any of the

other purposes for which the corporation is formed, including operation of the corporation

for pecuniary gain or profit and distribution of net earnings. (b) No particular purpose of a corporation has priority over any other purpose of the

corporation. (3) A corporation that does not have a beneficial purpose is not required to operate

exclusively for profit or distribution of net earnings of the corporation in all instances. (4) To be effective, a beneficial purpose shall be expressly provided in the articles.  A statement of purpose in the articles that includes any purpose or combination

of purposes for which individuals lawfully may associate themselves, without the express

provision of a beneficial purpose, does not establish a beneficial purpose as a purpose

of the corporation. (5) A corporation that meets both of the following shall not amend its articles of incorporation

to include a beneficial purpose: (a) The corporation has issued and has outstanding shares listed on a national securities

exchange or regularly quoted in an over-the-counter market by one or more members

of a national or affiliated securities association. (b) The initial articles of the corporation did not include a beneficial purpose. (B) On and after July 1, 1994, a corporation may be formed under this chapter for the

purpose of carrying on the practice of any profession, including, but not limited

to, a corporation for the purpose of providing public accounting or certified public

accounting services, a corporation for the erection, owning, and conducting of a sanitarium

for receiving and caring for patients, medical and hygienic treatment of patients,

and instruction of nurses in the treatment of disease and in hygiene, a corporation

for the purpose of providing architectural, landscape architectural, professional

engineering, or surveying services or any combination of those types of services,

and a corporation for the purpose of providing a combination of the professional services,

as defined in section 1785.01 of the Revised Code , of optometrists authorized under Chapter 4725. of the Revised Code, chiropractors

authorized under Chapter 4734. of the Revised Code to practice chiropractic or acupuncture,

psychologists authorized under Chapter 4732. of the Revised Code, registered or licensed

practical nurses authorized under Chapter 4723. of the Revised Code, pharmacists authorized

under Chapter 4729. of the Revised Code, physical therapists authorized under sections 4755.40 to 4755.56 of the Revised Code , occupational therapists authorized under sections 4755.04 to 4755.13 of the Revised Code , mechanotherapists authorized under section 4731.151 of the Revised Code , doctors of medicine and surgery, osteopathic medicine and surgery, or podiatric

medicine and surgery authorized under Chapter 4731. of the Revised Code, and licensed

professional clinical counselors, licensed professional counselors, independent social

workers, social workers, independent marriage and family therapists, marriage and

family therapists, art therapists, or music therapists authorized under Chapter 4757.

of the Revised Code. This chapter does not restrict, limit, or otherwise affect the authority or responsibilities

of any agency, board, commission, department, office, or other entity to license,

register, and otherwise regulate the professional conduct of individuals or organizations

of any kind rendering professional services, as defined in section 1785.01 of the Revised Code , in this state or to regulate the practice of any profession that is within the jurisdiction

of the agency, board, commission, department, office, or other entity, notwithstanding

that an individual is a director, officer, employee, or other agent of a corporation

formed under this chapter and is rendering professional services or engaging in the

practice of a profession through a corporation formed under this chapter or that the

organization is a corporation formed under this chapter. (C) Nothing in division (A) or (B) of this section precludes the organization of a professional

association in accordance with this chapter and Chapter 1785. of the Revised Code

or the formation of a limited liability company under Chapter 1706. of the Revised

Code with respect to a trade, occupation, or profession. (D) No corporation formed for the purpose of providing a combination of the professional

services, as defined in section 1785.01 of the Revised Code , of optometrists authorized under Chapter 4725. of the Revised Code, chiropractors

authorized under Chapter 4734. of the Revised Code to practice chiropractic or acupuncture,

psychologists authorized under Chapter 4732. of the Revised Code, registered or licensed

practical nurses authorized under Chapter 4723. of the Revised Code, pharmacists authorized

under Chapter 4729. of the Revised Code, physical therapists authorized under sections 4755.40 to 4755.56 of the Revised Code , occupational therapists authorized under sections 4755.04 to 4755.13 of the Revised Code , mechanotherapists authorized under section 4731.151 of the Revised Code , doctors of medicine and surgery, osteopathic medicine and surgery, or podiatric

medicine and surgery authorized under Chapter 4731. of the Revised Code, and licensed

professional clinical counselors, licensed professional counselors, independent social

workers, social workers, independent marriage and family therapists, marriage and

family therapists, art therapists, or music therapists authorized under Chapter 4757.

of the Revised Code shall control the professional clinical judgment exercised within

accepted and prevailing standards of practice of a licensed, certificated, or otherwise

legally authorized optometrist, chiropractor, chiropractor practicing acupuncture

through the state chiropractic board, psychologist, nurse, pharmacist, physical therapist,

occupational therapist, mechanotherapist, doctor of medicine and surgery, osteopathic

medicine and surgery, or podiatric medicine and surgery, licensed professional clinical

counselor, licensed professional counselor, independent social worker, social worker,

independent marriage and family therapist, marriage and family therapist, art therapist,

or music therapist in rendering care, treatment, or professional advice to an individual

patient. This division does not prevent a hospital, as defined in section 3727.01 of the Revised Code , insurer, as defined in section 3999.36 of the Revised Code , or intermediary organization, as defined in section 1751.01 of the Revised Code , from entering into a contract with a corporation described in this division that

includes a provision requiring utilization review, quality assurance, peer review,

or other performance or quality standards.  Those activities shall not be construed as controlling the professional clinical

judgment of an individual practitioner listed in this division.