Professional corporation

Professional corporations or professional service corporation (abbreviated as PC or PSC) are those corporate entities for which many corporation statutes make special provision, regulating the use of the corporate form by licensed professionals such as attorneys, architects, engineers, public accountants and physicians. The general category of the PC or PSC can be as a S-corporations, C-corporations or LLCs, but with subcategorization as a PC or PSC. Legal regulations applying to professional corporations typically differ in important ways from those applying to other corporations.[1] Professional corporations, which may have a single director or multiple directors, do not usually afford that person or persons the same degree of limitation of liability as ordinary business corporations (cf. LLP).[1] Such corporations must identify themselves as professional corporations by including "PC" or "P.C." after the firm's name.[2] Professional corporations often exist as part of a larger, more complicated, legal entity; for example, a law firm or medical practice might be organized as a partnership of several or many professional corporations.

Legal effect

United States

In U.S. federal subject matter jurisdiction, professional corporations have two citizenships for purposes of diversity, just like ordinary corporations, namely that they are citizens of (1) the state in which they are incorporated and (2) the state in which they have their principal place of business. This is unlike other, similar organizations that are not technically "corporations," such as trade associations, labor unions, partnerships (including limited partnerships and limited liability partnerships), and limited liability companies, for which citizenship is based on the domicile of each member.[3] This has the effect of expanding diversity jurisdiction in suits to which the professional corporation is a party compared to these alternate forms of business organization, thereby expanding the professional corporation's access to the federal courts, which may be advantageous to the firm. Specific requirements of corporations vary significantly from state to state.

See also

Notes

  1. 1 2 ""Professional corporation" in "Glossary"". Nolo: Your Legal Companion. Retrieved 2008-06-26. A legal structure authorized by state law for a fairly narrow list of licensed professions, including lawyers, doctors, accountants, many types of higher-level health providers and often architects. Unlike a regular corporation, a professional corporation does not absolve a professional for personal liability for her own negligence or malpractice. The main reason why groups of professions choose this organizational structure is that, unlike a general partnership, owners are not personally liable for the malpractice of other owners. In some states, limited liability partnerships offer this same benefit and may be more desirable for other reasons.
  2. ↑ "Starting Corporations". Business Owners ToolKit: Total Know-How for Small Business Owners. Retrieved 2008-06-26. Professional corporations. The corporate form can also be used for professional service providers. The main advantage of incorporating is that professionals in the corporation are not liable for the malpractice of others in the corporation, but they still remain liable for their own individual acts. Incorporating a professional corporation is essentially the same as incorporating any other corporation. A professional corporation however, must identify itself as such by including the following in its name: P.C., P.A., chartered, or incorporated.
  3. ↑ 28 U.S.C. § 1332(c)(1)

External links

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