Most states make you assemble the corporate practice answer from a licensing statute, a professional entity statute and a board rule. The District puts the operative rule in a single subsection.
DC Code § 29-508(b): a person shall not be a shareholder, director or officer of a professional corporation, or render professional services on its behalf, unless the person is an individual licensed to render a professional service for which the corporation is organized. The proviso: where a professional corporation has only one shareholder, the secretary need not be licensed — and shall not perform professional services if unlicensed.
What “officer” means here
§ 29-508(a) defines it for this section: the chair of the board, president, vice-president, treasurer or secretary. That is a closed list, and it is worth checking your organisational documents against it, because titles that sound senior but sit outside that list are not what the section is regulating.
The one unlicensed seat
| Role | Must be licensed? |
|---|---|
| Shareholder | Yes |
| Director | Yes |
| Chair, president, vice-president, treasurer | Yes |
| Secretary, multi-shareholder PC | Yes |
| Secretary, single-shareholder PC | No — but may not perform professional services |
That exception exists for a practical reason: a solo practitioner cannot fill five officer seats alone. It is not a route for a business partner to take a seat at the table, and the statute closes that reading itself by barring the unlicensed secretary from performing services.
“Licensed to render a professional service for which the corporation is organized”
Read that phrase carefully. It is not “licensed in a health profession”. A nurse practitioner is not licensed to render the professional service a medical corporation is organized for, and vice versa. Mixed-profession ownership of a single DC professional corporation runs into this clause, in the same way it runs into Alaska’s one-service rule.
Where the money goes
Non-licensee capital participates through a management entity, not through shares. But the District also has an unusual provision about what a licensed shareholder must actually do, and it is worth reading before you assume the shareholder has to be a working clinician — see § 29-508(c).
Related reading
Frequently asked questions
Who may hold shares in a DC professional corporation?
Only an individual licensed to render a professional service for which the corporation is organized.
Which officers must be licensed?
Chair of the board, president, vice-president, treasurer and secretary — with one exception.
What is the exception?
In a single-shareholder professional corporation the secretary need not be licensed, and may not perform professional services.
Can a physician and a nurse practitioner co-own one DC professional corporation?
The statute keys licensure to the service the corporation is organized for, which does not accommodate that without advice.
General information about District of Columbia entity requirements, not legal advice. Confirm your obligations with counsel licensed in the District of Columbia.