C. Business Corporations - Professional Service Corporations

Question 1

What is required for the formation of professional service corporations?

Answer 1

Filing of Certificate of Incorporation w/ SoS including;

• Profession
• SHs, Directors, Officers (must be LICENSED in the profession)
• Professional Service Corporation’s company name ending with ‘Professional Corporation/PC’
• Design Professional Service Corporation’s company name ending with ‘Design Professional Corporation/DPC’

Question 2

When are SHs liable in professional service corporations?

Answer 2

1) For negligent/wrongful act/misconduct
2) Committed by himself/other SH
3) Under his direct supervision/control (otherwise NOT liable)
4) While rendering professional services on behalf of Corporation (NOT for contractual debts)