TITLE 5

LEGISLATIVE RULE

WEST VIRGINIA BOARD OF DENTAL EXAMINERS

SERIES 2

FORMATION AND APPROVAL OF PROFESSIONAL

LIMITED LIABILITY COMPANIES

§5-2-1. General.

      1.1. Scope. -- This legislative rule addresses procedures for the formation and approval of professional limited liability companies for dentists.

      1.2. Authority. -- W. Va. Code §31B-13-1304.

      1.3. Filing Date. -- May 6, 2005.

      1.4. Effective Date. -- July 1, 2005.

§5-2-2. Definitions.

      2.1. Board. - The West Virginia Board of Dental Examiners, established in W. Va. Code §30-4-4.

      2.2. Professional limited liability company. - A limited liability company organized under Chapter 31B of the W. Va. Code for the purpose of rendering a professional service.

      2.3. Professional services. - The services rendered under W. Va. Code §30-4-1 et seq., by dentists.

§5-2-3. Procedures for Formation and Approval of Professional Limited Liability Companies for Dentists; Fees.

      3.1. Dentists licensed to practice dentistry in an active status in this State who desire to render dental professional services as a limited liability company shall comply with the provisions of W. Va. Code §31B-13-1 et seq. No professional limited liability company shall have as a member anyone other than a person who is duly licensed or otherwise legally authorized to render the professional services for which the professional limited liability company was organized.

      3.2. The name of a professional limited liability company shall contain the words “professional limited liability company” or the abbreviation “P. L. L. C.” or “Professional L. L. C.”

      3.3. Dentists licensed to practice dentistry in an active status in this State who desire to render professional services as a limited liability company shall also comply with the provisions of W. Va. Code §§30-4-4b and 30-4-4c. The name of a limited liability company in the area of dentistry shall contain nothing but the name, which must include surnames of one, some or every member of the firm or partnership, except in a case where a city, town or municipality may be used when necessary to make a name unique with the Secretary of State’s Office.

      3.4. Every professional limited liability, company shall file with the Board at the time of formation, and on an annual basis on or before the first day of July, the names of its one or more members, and written documentation that the professional limited liability company carries at least one million dollars of professional liability insurance, together with an initial filing fee and an annual renewal fee as set forth in the Board’s fee schedule 5CSR3.

             3.4.a. The requirement of carry one million dollars of professional liability insurance is satisfied if the professional limited liability company provides one million dollars of funds specifically designated and segregated for the satisfaction of judgements against the company members or any of its professional or nonprofessional managers or employees arising out of the performance of professional services to patients of the company, by:

                   (1) the deposit in trust or in bank escrow of cash, bank certificates of deposit or United States treasury obligation; or

                   (2) A blank letter of credit or an insurance company bond.

      3.5. Every professional limited liability company shall file with the Board a copy of the annual report required to be filed with the secretary of state under W. Va. Code §31B-2-211. The copy of the annual report, and a copy of any corrected annual report filed with the secretary of state, shall be filed with the Board on or before the first day of July on an annual basis.

      3.6. Every professional limited liability company in compliance with all the provisions of this rule shall be approved by and remain approved by the Board.

      3.7. If any person ceases to be a member of any professional limited liability company, that person shall notify the Board in writing within twenty days from the date that he or she ceased to be a member of the professional limited liability company. The fact that a person ceases to be a member of a professional limited liability company shall not affect the approval of the professional limited liability company by the Board, if the Board determines that the professional limited liability company remains in compliance with all the provision of this rule.

§5-2-4. Notification of Non-compliance, Cessation of Rendering Professional Services.

      4.1. If the Board determines that a professional limited liability company is not in compliance with all the provisions of this rule and should cease rendering professional services in the State, the Board shall notify the professional limited liability company in writing, and upon receipt of the written notice, the professional limited liability company shall cease rendering professional services in the State.

§5-2-5. Dentist - Patient Relationship.

      5.1. The provisions of this rule shall not be construed to alter or affect the dentist - patient relationship.