VETERINARIAN - CORPORATIONS - FORMATION OF BY LICENSED VETERINARIANS AND EMPLOYMENT OF BY CORPORATION.
A corporation cannot practice the profession of veterinarian medicine nor can veterinarians be employed to carry on such a business for a corporation.
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September 29, 1960
Honorable Louise S. Taylor
Director, Department of Licenses
General Administration Building
Olympia, Washington Cite as: AGO 59-60 No. 147
Dear Mrs. Taylor:
By letter previously acknowledged you requested an opinion of this office concerning the following question:
"Is it proper under the veterinarian law for a group of licensed veterinarians to form a corporation and then be employed as veterinarians by that corporation?"
We answer this question in the negative.
The following statutes are pertinent to the question of the type of business a corporation may be formed to carry on in Washington.
RCW 23.01.020 provides in part:
"Three or more natural persons of full age, . . . may form a corporation under this chapter for any lawful business purposes except:
"(1) . . .
"(2) Any business, the conduct of which at the time of the passage of this chapter is forbidden to corporations by the Constitution, statutes or common law of this state."
[[Orig. Op. Page 2]]
RCW 23.01.110 also provides that every corporation shall have the authority "to conduct business in this state and elsewhere as may be permitted by law; . . ."
Since the above quoted portions of the Business Corporations Act do not specifically prohibit a corporation from practicing veterinary medicine, we must look to other provisions of the general law to determine if such a corporation is forbidden or permitted.
Chapter 18.92 RCW, contains the statutes relative to the practice of veterinary medicine but, does not specifically prohibit the practice of such vocation by a corporation. RCW 18.92.050 does provide, however, that:
"It shall be unlawful for any person to practice the profession of veterinary medicine, surgery, or dentistry in this state, who shall not have complied with the provisions of this chapter." (Emphasis supplied.)
Even if we assume that the term "person" includes a corporation, (RCW 1.16.080 provides the term "person" may include "any public or private corporation") such a legal entity could not be possessed of the educational qualifications necessary to practice such a vocation. It is apparent from the language used by the legislature that it was not intended that a corporation be considered a person in the above statute (RCW 18.92.050) since the legislature has specifically provided that such a person must be a graduate of an approved veterinary school, be 21 years of age, of good moral character, and must also pass an examination given by the Veterinary Board of Governors, in order to be entitled to practice veterinary medicine.
Hence it is our conclusion that a corporation could not be lawfully formed for the purpose of practicing veterinary medicine.
This conclusion is in accord with the general rule that a corporation cannot be formed to practice a profession.
That the practice of veterinary medicine is a profession cannot be disputed. The legislature throughout the law dealing with such a vocation refers to the same as the profession of veterinary medicine. The courts also recognize this fact as in Barney v. Pinkham, 29 Neb. 350, 45 N.W. 694 (1890), wherein the court stated that a veterinary surgeon must use the same skill in the performance of his duties as is expected of "persons of that profession."
Our conclusion is also in accord with the general rule as stated in Fletcher, Cyclopedia of Corporations, Vol. 1, § 97, p. 339 (Perm. ed.):
[[Orig. Op. Page 3]]
"A statute authorizing the formation of corporations to carry on any lawful business does not include the work of the learned professions. Such an innovation with the evil results that might follow, would require the use of specific language clearly indicating the intention. The reasons lie deeper than lack of statutory sanction for it. Human personal qualifications for such professions cannot be possessed by a corporation. . . ."
Volume 13 of Am.Jur., Corporations, § 837 provides:
"While a corporation is in some sense a person and for many purposes is so considered, yet, as regards the learned professions which can only be practiced by persons who have received a license to do so after an examination as to their knowledge of the subject, it is recognized that a corporation cannot be licensed to practice such a profession. . . ."
In volume 19, C.J.S., Corporations, § 956a, the rule is stated as follows:
"It is not within the power of a corporation to carry on the business of practicing one of the learned professions among which may be mentioned specifically law, and among which may be mentioned specifically medicine, dentistry, or that of an oculist, or in general to hire practitioners to carry on such a business for it, . . ."
In State ex rel. Lundin v. Merchants Protective Corp., 105 Wash. 12, 177 Pac. 694 (1919) our court held that a corporation could not engage in the practice of the law profession through licensed agents. In Standard Optical Co. v. Superior Court, 17 Wn. (2d) 323, 135 P. (2d) 839 (1943), it was held that a corporation could not practice the profession of optometry. The court, at page 330, stated that particular attention had been given the "question of whether or not the legislature considered optometry a profession, or, on the other hand, a business or trade."
See, also AGO opinion No. 2820 issued December 3, 1931 [[1931-32 OAG 205 to Director of Licenses]]holding that a corporation cannot practice optometry; AGO 51-53 No. 523 [[Opinion No. 51-53-39 to Department of Licenses on May 11, 1951?]]holding that a corporation cannot practice the profession of engineering or land surveying since the legislature had not then sanctioned such action; and, AGO 55-57 No. 73 [[to Nat Washington, State Senator on May 10, 1955]]holding that a foreign corporation could not practice engineering in Washington. We have enclosed the foregoing opinions for your information.
In passing we wish to state, as is also mentioned in AGO 51-53 No. 523 [[Opinion No. 51-53-39?]], that if a corporation were formed for the purpose of practicing one [[Orig. Op. Page 4]] of the learned professions, as shown by its articles of incorporation which must set forth the purpose of the corporation, it would be the duty of the Secretary of State to refuse to file such articles. RCW 23.01.050, provides in part, that:
". . . if the Secretary of State finds that the articles of incorporation conform to law he shall put an endorsement of his approval upon each set, and . . . he shall file one of such sets of articles in his office, . . ." (Emphasis supplied.)
Concerning this duty of the Secretary of State, our court said in State ex rel. Gorman v. Nichols, 40 Wash. 437, 82 Pac. 743 (1905) that:
". . . the secretary of state was under no duty to file articles not entitled to be filed, and that this court will not compel him to do a vain or illegal act."
Therefore, it is our conclusion that a corporation cannot practice the profession of veterinary medicine, hence practitioners could not be employed to render professional services for such a corporation.
We trust the foregoing will be of assistance to you. In the event you have any further questions, please feel free to contact this office.
Very truly yours,
JOHN J. O'CONNELL
RICHARD M. MONTECUCCO
Assistant Attorney General