Many professionals are barred from forming limited liability companies or basic corporations for their practices. Instead, there only option is often to form a professional corporation.
When it comes to business entities, there are many forms a business can choose from. For certain professions, however, states restrict the choices because of a public policy. This policy boils down to the idea that professionals should not be able to escape personal liability if they fail to perform properly. For instance, a doctor or lawyer should not be able to hide behind a corporation if they fail to provide competent services.
In many states, the only business entity available to a professional is a -professional corporation.- This corporation is a hybrid business entity that is created by state law. Every state handles the issue differently, but there are some general aspects that almost always appear.
With your average professional corporation, the shareholders usually must all be licensed in the field of services being rendered by the corporation. For instance, a professional corporation offering medical care can only have licensed doctors as shareholders.
Another twist to the professional corporation is limited liability. Simply put, the corporate entity provides no protection for the professional against claims he or she rendered the services in question in a tortuous manner. For instance, an incorporated surgeon who is accused of malpractice during a surgery will receive no liability protection from the professional corporation. He or she is personally liable as a matter of law if the plaintiff is successful in bringing a claim.
So, why would anyone form a professional corporation? The primary reason is the entity does provide a liability shield against all disputes not arising from the rendering of services. If our incorporate surgeon has someone slip and fall in his office, the person cannot sue the surgeon personally. Instead, the professional corporation will provide liability protection.
So, who must use a professional corporation? Well, the answer depends on the state you are in. Some restrict the entity to doctors, lawyers and accountants while other states go much further. In California, for instance, doctors, lawyers and accounts are on the hook but so are shorthand court reporters, marriage therapist and architects to mention only a few. You should check the requirements in your state if you are a professional considering incorporation.
All and all, professional corporations are often treated much differently than general corporations. Forming and running a professional corporation can be complex and should only be done with professional legal help.
Richard A. Chapo is with SanDiegoBusinessLawFirm.com – providing California professional corporation formation services.