FOREIGN CORPORATIONS ‑- PARTNERSHIPS ‑- PRACTICE OF ENGINEERING

FOREIGN CORPORATIONS ‑- PARTNERSHIPS ‑- PRACTICE OF ENGINEERING

Foreign corporation or partnership, as such, cannot legally render engineering services.

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                                                                   May 10, 1955

Honorable Nat W. Washington
State Senator, 13th District
42 C Street
Ephrata, Washington                                                                                                                Cite as:  AGO 55-57 No. 73

Dear Sir:

            You have requested our opinion upon the following question:

            "May a foreign firm of consulting engineers, operating either as a corporation or a copartnership, perform the engineering work in connection with a hydro electric [[hydroelectric]]project which will consist of conducting the necessary explorations, surveys and the preparation of the necessary blueprints, drawings and specifications, together with a feasibility report of the project?"

            Your question is answered in the negative subject to the qualifications stated below.

                                                                     ANALYSIS

            The pertinent statutory provisions applicable to your question are as follows:

            RCW 18.43.010 provides:

            "In order to safeguard life, health, and property, and to promote the public welfare, any person in  [[Orig. Op. Page 2]] either public or private capacity practicing or offering to practice engineering or land surveying, shall be required to submit evidence that he is qualified so to practice and shall be registered as hereinafter provided; and it shall be unlawful for any person to practice or to offer to practice in this state engineering or land surveying, as defined in the provisions of this chapter, or to use in connection with his name or otherwise assume, use, or advertise any title or description tending to convey the impression that he is a professional engineer or a land surveyor, unless such a person has been duly registered under the provisions of this chapter."

            RCW 18.43.020 provides in part:

            "The term 'engineer' or 'professional engineer' as used in this chapter, means a person who, by reason of his special knowledge of the mathematical and physical sciences and the principles and methods of engineering analysis and design, acquired by professional education and practical experience, is qualified to practice engineering as hereinafter defined, as attested by his legal registration as a professional engineer.

            "* * *

            "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,  [[Orig. Op. Page 3]] 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, works or projects."

            The act uses only the words "person" or "persons" having certain educational qualifications which a corporation or firm, being an artificial entity, is unable to acquire.  This view is consistent with the general law that corporations cannot practice professions, and we have held that a corporation or firm cannot legally advertise, practice, or offer to practice said professions of engineering, professional engineering, or land surveying in this state.

            In an opinion of this office rendered January 9, 1948 (47-48 OAG 76) [[to George C. Starlund, Department of Licenses]]we held that the profession of engineering is of such a personal nature and requires such educational qualifications that it cannot be practices by a corporation or company and that a corporation or company may not legally advertise, practice or offer to practice engineering, professional engineering and land surveying in this state.

            We followed this opinion with one rendered shortly thereafter (May 11, 1951, 51-53 OAG 40) [[Opinion No. 51-53-39 to J. D. McDougall, Department of Licenses]]in which we held that inasmuch as only individuals may qualify to practice the professions of engineering and land surveying, a corporation may not be formed for such stated purpose nor be permitted to include in its corporate name terms significant of such professions, and that the Secretary of State should refuse to issue certificates of incorporation when the stated purpose or the requested corporate name displays the intent to practice such profession or to hold the corporation out to the public as proposing to do so.

            Reference is made to Fletcher, Cyclopedia Corporations (Perm. Ed.) chapter 5, § 97, page 339, in which is stated

            "A statute authorizing the formation of corporations to carry on any lawful business does not include the work of the learned professions.  Such an innovation with the evil results that might follow, would require the use of specific  [[Orig. Op. Page 4]] language clearly indicating the intention.  The reasons lie deeper than lack of statutory sanction for it.  Human personal qualifications for such professions cannot be possessed by a corporation.  They would inhere in the members as distinct from the corporation, and it could not have the power to do illegally an act requiring a license which only they could obtain.  * * *"

            The case law has consistently held to the above reasoning in State ex rel. Lundin v. Merchants Protective Association, 105 Wash. 12, 177 Pac. 694; and State ex rel. Standard Optical Company v. Superior Court, 17 Wn. (2d) 323, 135 P. (2d) 839, which latter case quotes at p. 331 fromEzell v. Ritholz, 188 S.C. 39, 198 S.E. 419, as follows:

            " 'If such a course were sanctioned the logical result would be that corporations and business partnerships might practice law, medicine, dentistry or any other profession by the simple expedient or employing licensed agents.  And if this were permitted professional standards would be practically destroyed, and professions requiring special training would be commercialized, to the public detriment.  The ethics of any profession is based upon personal or individual responsibility.  One who practices a profession is responsible directly to his patient or his client.  Hence he cannot properly act in the practice of his vocation as an agent of a corporation or business partnership whose interests in the very nature of the case are commercial in character.'"

            We conclude, therefore, that in answer to your specific question a foreign corporation, or partnership, as such, cannot legally render engineering services in making explorations, surveys, etc. in preparation of plans and specifications and the furnishing of a feasibility report for a hydro-electric [[hydroelectric]]project.

             [[Orig. Op. Page 5]]

            This opinion is limited to your specific question and should not be construed as qualifying any of the "excepted services" set out in RCW 18.43.130, nor to apply to the legitimate activities of any licensed engineer in his personal capacity, or as any employee of a corporation not engaged in rendering such services.

            We enclose copies of the opinions above mentioned for your information.

Very truly yours,

DON EASTVOLD
Attorney General

ROBERT G. BOYD
Assistant Attorney General