Request By:
Mr. Gary V. Webster
King, Ballow & Little
First American Center
Nashville, Tennessee 37238
Opinion
Opinion By: Steven L. Beshear, Attorney General; By: Greg Holmes, Assistant Attorney General
You have requested the opinion of this office on the issue of whether an independent contractor hired by a professional service corporation can perform services which the professional service corporation has been hired to perform.
The relevant Kentucky statutes relating to your question are 274.005(3), 274.015 and 274.045. These statutes read in pertinent part:
"274.005(3) 'Professional service' means any type of personal service to the public which requires as a condition precedent to the rendering of such service the obtaining of a license or other legal authorization and which, prior to the passage of this chapter, and by reason of law or a professional code of ethics, could not be performed by a corporation."
"274.015 One or more individuals, each of whom is licensed to render the same professional service or who are licensed to render related professional services such that applicable licensing laws and regulations would not prohibit the practice of such multiple professional services through a single business partnership, may incorporate and form a professional service corporation by filing articles of incorporation in the Office of the Secretary of State."
"274.045 No professional service corporation provided for in this chapter may render professional services except through officers, employes and agents who are duly licensed or otherwise legally authorized to render such professional services within this state. This provision shall not be interpreted to include in the term 'employes' as used in this chapter, clerks, secretaries, bookkeepers, technicians and other assistants who are not usually and ordinarily considered by custom and practice to be rendering professional services to the public for which a license or other legal authorization is required."
The first sentence of KRS 274.045 clearly requires agents acting on behalf of a professional service corporation to be duly licensed or otherwise legally authorized to render professional services within Kentucky. Since the last sentence of KRS 274.045 excludes with equal clarity such employes of professional service corporations as clerks, secretaries, bookkeepers, technicians and the like, it is apparent that KRS 274 contemplates that an agent acting for a professional service corporation be legally capable of substituting itself for that corporation in a given practical situation. Thus, it follows that an independent contractor seeking to attain the status of an agent for a professional service contractor must meet the requirements of the first sentence of KRS 274.045.
It is therefore the opinion of this office that an independent contractor, qualifying under the relevant sections of KRS 274, may be hired as a professional service contractor to perform services which the professional service contractor has been hired to do.
If we can be of any further service to you, please let us know.