No professional corporation may issue any of its capital stock to anyone other than an individual who is duly licensed or otherwise legally authorized to render the same specific professional service or any of the component qualified related professional services as those for which the professional corporation was organized. No shareholder of a professional corporation shall enter into a voting trust agreement, proxy, or any other type of agreement vesting another person with the authority to exercise the voting power of any or all of such shareholder's stock, unless such other person is also a shareholder of the professional corporation duly licensed or otherwise legally authorized to render the same specific professional service as such shareholder. Subject to the professional corporation's certificate of incorporation, the estate of a shareholder who was a person duly licensed or otherwise legally authorized to render the same professional service or any of the qualified related professional services as that for which the professional corporation is organized may continue to hold stock pursuant to the certificate of incorporation for a reasonable period of administration of the estate, but shall not be authorized to participate in any decisions concerning the rendering of professional service.
Structure Delaware Code
Chapter 6. PROFESSIONAL SERVICE CORPORATIONS
§ 605. Authority to organize; law governing.
§ 606. Number of directors; officers.
§ 607. Rendition of professional services through licensed officers, employees and agents.
§ 609. Engaging in other business prohibited.
§ 611. Disqualification of officer, shareholder, agent or employee.
§ 612. Sale or transfer of shares.
§ 614. Perpetual corporate existence.
§ 615. Conversion into business corporation.
§ 616. Time for transfer of shares upon death or disqualification.