USE OF TERMS "ENGINEERING" OR "ENGINEERS" BY FOREIGN CORPORATIONS QUALIFYING TO DO BUSINESS IN THIS STATE.
Use of terms "Engineering" or "Engineers" in corporate name will not bar foreign corporation from this state if resolution filed that corporation is not and will not practice professional engineering.
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January 13, 1953
Honorable Earl Coe
Secretary of State
Olympia, Washington Cite as: AGO 51-53 No. 460
Attention: Ray J. Yeoman
The J. O. Ross Engineering Corporation of New Jersey is engaged in the manufacture, sale and installation of heavy equipment, particularly large industrial furnaces for pulp mills. This foreign corporation operates on a national scale, having been admitted in California, New York and other States. Although it has operated in this state a quarter of a century, this corporation has never been formally admitted to do business in this state. The corporation's application to file articles of incorporation and to be admitted as a foreign corporation was rejected by the secretary of state on the ground that such filing was prohibited by the "Professional Engineers' Registration Act" of 1947 (RCW 18.43.010 to 18.43.130, inclusive).
You inquire whether the above described corporation and like corporations which use the name "Engineers" or "Engineering" in their corporate names may be permitted to qualify to do business in this state as foreign corporations provided they file with their papers a resolution to the effect that it is not the intention, desire, or purpose of the corporation to do any professional engineering work, or to conduct a general engineering business in this state.
[[Orig. Op. Page 2]]
It is the opinion of this office that your question should be answered in the affirmative.
In our opinion of January 9, 1948, to the State Board of Registration for Professional Engineers and Land Surveyors, is the following conclusion:
"It is therefore the opinion of this office that the profession of engineering is of such a personal nature and requires such educational qualifications that it cannot be practiced by a corporation or a company, and that a corporation or company may not legally advertise, practice, or offer to practice said professions of engineering, professional engineering, or land surveying in this state."
The opinion was based upon the following provisions of RCW 18.43.020:
"The term 'practice of engineering' means any professional service or creative work requiring engineering education, training and experience and the application of special knowledge of the mathematical, physical, and engineering sciences to such professional services or creative work as consultation, investigation, evaluation, planning, design, and supervision of construction for the purpose of assuring compliance with specifications and design, in connection with any public or private utilities, structures, buildings, machines, equipment, processes, words, or projects.
"A person shall be construed to practice or offer to practice engineering, within the meaning and intent of this chapter who practices any branch of the profession of engineering; or who, by verbal claim, sign, advertisement, letterhead, card, or in any other way represents himself to be a professional engineer, or through the use of some other title implies that he is a professional engineer; or who holds himself out as able to perform, or who does perform, any engineering service or work or any other professional service designated by the practitioner or recognized by educational authorities as engineering."
[[Orig. Op. Page 3]]
RCW 18.43.120 makes it a misdemeanor to practice of offer to practice engineering in this state without complying with the "Engineers' Registration Act."
In an opinion dated May 11, 1951, to the Department of Licenses [[Opinion No. 51-53-39]]we stated that corporations may not lawfully practice the profession of engineering and that the secretary of state should refuse to issue certificates where the stated purpose or requested corporate name displays intent to practice such profession or to hold the corporation out to the public as proposing to do so.
In construing the "Professional Engineers' Registration Act" (RCW 18.43.010 to 18.43.130, inclusive) there should not be such close adherence to the literal or textual interpretation as to defeat the intended purpose of the legislature.
It is not rare for large and important manufacturing or utility corporations to use the word "engineering." One instance is Stone & Webster Engineering Corporation, which no one has suggested is engaged in the practice of professional engineering.
Considering the "Professional Engineers' Registration Act" in its entirety, it must be assumed that the legislature never contemplated that the words of the statute would be given such narrow meaning as to include therein corporations using the words "engineering" or "engineers" in their corporate names when in fact such corporations were not doing any professional engineering work nor, in fact, representing that they were performing or intended to perform a general engineering business.
A foreign corporation using in its corporate name the word "Engineering" or the word "Engineers" should not be excluded from operating within this state under RCW 18.43.010 to 18.43.130, inclusive, if it files with its application to the secretary of state for admission purpose of the corporation to do any professional engineering work, or to conduct a general engineering business within the state.
Penal statutes exist which would and could be invoked to curb any unlawful practice of engineering by such corporations.
Very truly yours,
T. H. LITTLE
Chief AssistantAttorney General