A “professional association” is an association, as distinguished from either a partnership or a corporation, that is formed for the purpose of providing the professional service rendered by a doctor of medicine, doctor of osteopathy, doctor of podiatry, dentist, chiropractor, optometrist, therapeutic optometrist, veterinarian, or licensed mental health professional.
The loan file should include a copy of the Articles of Association or Certificate of Formation and any Amendments. This may be obtained from the Secretary of State of the state of incorporation. For a Texas professional association this may be obtained from the Texas Secretary of State online at www.sos.state.tx.us or by telephoning (512) 463-5578. In order to obtain a copy you will need the PA’s filing number which can be obtained by telephoning (512) 463-5555. All professional associations formed in Texas on or after January 1, 2006 have Certificates of Formation rather than Articles of Association.
The loan file should include a copy of the Bylaws certified by the professional association’s secretary. These should be reviewed to verify that they do not restrict the corporation’s ability to borrow, pledge collateral or guaranty debt. They should also be reviewed to determine which officer’s signature(s) are required on the loan documents.
The loan file should include a Certificate of Fact: Status. For a Texas corporation this may be obtained from the Texas Secretary of State online or by telephoning (512) 463-5578. You may also fax a request to (512) 463-5643.
The loan file should include a copy of the resolutions of the board of directors or executive committee authorizing the professional association to borrow money, pledge collateral and/or guaranty indebtedness. The Entity Authorization located at the end of this Chapter can be used for this purpose.
A professional association conducting business in Texas must file an Assumed Name Certificate. A copy of the Certificate of Fact: Assumed Name should be obtained from the Texas Secretary of State online or by telephoning (512) 463-5578 and from the applicable county clerk(s). A sample Assumed Name Certificate form, with instructions, is located at the end of this Chapter.
NOTE: The provisions of the Texas Assumed Business or Professional Name Act (located in the back of this Guide) require a professional association to file its Assumed Name Certificate with the Secretary of State and in the county clerk’s office of each county in which the professional association conducts its business.
NOTE: Professional associations can only be formed by doctors of medicine, doctors of osteopathy, podiatrists, mental health professionals (such as psychologists, family therapists, and licensed professional counselors), optometrists, therapeutic optometrists, chiropractors, dentists, or veterinarians.
CAUTION: The name of a Texas professional association is sufficient for purposes of a UCC-1 financing statement only if that name matches the name shown on its Articles of Association or Certificate of Formation