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Prepared by U.S. Legal Forms, Inc.Copyright 2016 - U.S. Legal Forms, Inc.The contents of this package are as follows:1. Statutory Reference2.Introduction and Law Summary3.Forms List4. Notes on Downloading the Forms5. Notes on Completing the Forms6. Instructions and Steps7.Accessories8.Disclaimer RHODE ISLAND PROFESSIONAL SERVICE CORPORATION Control Number: RI-00INC2 PROFESSIONAL SERVICE CORPORATION for State-Licensed Professionals RHODE ISLAND Electronic Version Statutory References RHODE ISLAND GENERAL LAWS, Chaper 7-1.2 (Rhode Island Business Corporation Act – General Business Law)http://www.rilin.state.ri.us/Statutes/TITLE7/7-1.2/INDEX.HTM RHODE ISLAND GENERAL LAWS, Chaper 7-5.1 (Professional Service Corporations – Specific Prof. Corp. Law)http://www.rilin.state.ri.us/Statutes/TITLE7/7-5.1/INDEX.HTM Introduction and Law Summary The practice of a profession in Rhode Island is controlled by the rules and regulations of the Rhode Island State governing/examining board for that profession. The practice of a profession through a professional corporation is likewise subject to these requirements, rules and regulations, and subject to the statutory requirements of Rhode Island Business Corporation Act and, more specifically, the Rhode Island laws related to Professional Service Corporations found in Chapter 7-5.1 (linked above).The primary differences between a "regular" corporation and a "professional corporation" are:OrganizationGenerally, a professional corporation may be organized solely for the purpose of rendering professional services within a single profession. If a professional corporation is organized to render professional services in more than one profession, then that combination of professional services must be authorized by the licensing laws applicable to each profession in the combination. All shareholders must be licensed to practice the profession in Rhode Island. PowersA professional corporation has the same powers as statutorily set out for other corporations unless restricted by law (see discussion below).A professional corporation may be a promoter, general partner, member, associate, or manager of a partnership, joint venture, trust, or other entity if the entity is engaged solely in rendering professional services.Restrictions on ServicesA professional corporation may not render a professional service or engage in an activity other than the professional service authorized by its articles of incorporation. This restriction does not prohibit a professional corporation from investing its funds in real estate, mortgages, securities, or any other type of investment.A professional corporation may not, through any means, engage or participate in the active management of any entity, association, or venture whose business purpose is not reasonably related to the rendering of a professional service authorized by its articles of incorporation.License RequiredA corporation may render professional services in Rhode Island only through individuals licensed or otherwise authorized in Rhode Island to render the professional services. This restriction does not:1.Require an individual employed by a professional corporation to be licensed to perform services for the corporation if a license is not otherwise required;2.Prohibit a licensed individual from rendering professional services in his individual capacity although he is a stockholder, director, officer, employee, or agent of a professional corporation; or3. Prohibit an individual licensed in another state from rendering professional services for a professional corporation in Rhode Island if not that individual is not prohibited by her/his licensing unit in that State with jurisdiction over the professional service.Corporate NameThe names of every professional service corporation shall end with the words "professional corporation" or "corporation" or "incorporated" or "limited" or the abbreviations "p.c." or "pc" or "corp." or "inc." or "ltd."; and that designation in the corporate name constitutes notice to every person or corporation availing him or herself or itself of the services of any corporation, that it is organized under the provisions of this chapter. However, a corporation organized under this chapter may engage in rendering professional services under a fictitious business name subject to provisions of § 7-1.2-402. Each regulatory agency may impose additional requirements as to the names of corporations organized to render professional services subject to its jurisdiction. Directors and OfficersThe directors and all of the officers of a professional corporation, must be qualified practicioners of the profession.The officers of a professional corporation may be limited to president, treasurer, and secretary and an individual may hold more than one office. More officers may be designated as needed.Notwithstanding any other provision of law, an individual who holds more than one office in a professional corporation may act in more than one capacity to execute, acknowledge, or verify any instrument required to be executed, acknowledged, or verified by more than one officer.Professional RelationshipsThe relationship between an individual rendering professional services as an employee of a professional corporation and the client or patient of the individual is the same as if the individual were rendering the services as a sole practitioner.The relationship between a professional corporation and the client or patient for whom an employee of the corporation is rendering professional services is the same as that between the client or patient and the employee.Privileged CommunicationsA privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the law of Rhode Island is not affected because one of the parties is a professional corporation. This privilege applies to a professional corporation and to its employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the corporation and the person receiving the services.Insurance Required (§ 7-5.1-8)(a) Every professional service corporation shall maintain insurance against any liability imposed by law upon the corporation or its employees arising out of the performance of professional services, excluding liability for claims brought about or contributed to by the dishonest, fraudulent, criminal, or malicious acts or omissions of any employee. The insurance shall be maintained in a company lawfully authorized to write insurance in this state and shall be, with respect to each claim, in the aggregate amount of fifty thousand dollars ($50,000) multiplied by the number of professional employees of the corporation as of the policy anniversary date. However, in no case is the coverage to be less than one hundred thousand dollars ($100,000). Not more than five hundred thousand dollars ($500,000) coverage is to be required of any corporation. Any policy for insurance coverage may include a deductible provision in an amount not to exceed twenty-five thousand dollars ($25,000) for each claim multiplied by the number of professional employees of the corporation as of the date of the issuance of the policy. (b) Every insurance company shall furnish to the incorporators of each corporation to be insured by it a certificate reciting that application for the insurance has been duly made and that a policy of insurance as required will be issued, the amount of coverage to be provided, and the expiration date of the policy. The incorporators shall file the certificate in the office of the secretary of state at the time of filing the articles of association, and the secretary of state shall not certify the articles of association unless the certificate of insurance has been filed. Subsequently, every insurer shall notify the secretary of state and the insured of the termination of the insurance not more than thirty (30) days nor less than ten (10) days before the effective date of the termination. Upon receipt of the notice, the secretary of state shall inform the appropriate regulatory agency of the notice.PRIOR TO FILING THE APPLICATION FOR RESERVATION OF NAME AND/OR THE ARTICLES OF INCORPORATION FORMING A PROFESSIONAL SERVICE CORPORATION WHOSE PURPOSE IS TO ENGAGE IN THE PRACTICE OF A STATE-LICENSED PROFESSION, YOU MUST CONTACT THE STATE BOARD/GOVERNING ENTITY FOR YOUR PROFESSION TO CONFIRM THAT YOU ARE IN COMPLIANCE WITH ALL OF THE BOARD'S RULES AND REGULATIONS. * * * Forms List The following forms are available for download with this package. RI-NAMERESV: Application for Reservation of Entity Name RI-00INCP: Articles of IncorporationRI-PC-TL: Sample Transmittal LetterRI-PC-OM: Sample Organizational MinutesRI-PC-BL: Sample BylawsRI-PC-AM: Sample Annual MinutesRI-PC-CR: Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & CertificateUS-IRS-SS-4: Application for Federal Tax Identification Number & InstructionsUS-IRS-2553: Election of “S” Corporation Status & InstructionsInstructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive.You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire.If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues.If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in Rhode Island is controlled, generally, by the statutes applicable to your profession, to professional service corporations and corporations generally, and by the rules and regulations established by the Rhode Island Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc.Step 1: See FORM: RI-NAMERESVAPPLICATION FOR RESERVATION OF ENTITY NAMEIt is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available. You may skip this step and go to Step 2, but if the corporate name you have selected is not available, the Articles of Incorporation will be rejected and returned to you. Please note the instructions under the subheading “Corporate Name” in the Law Summary section above, and follow the instructions on the Name Reservation form included with the package. Step 2: INSTRUCTIONS FOR FILING ARTICLES OF INCORPORATIONSee FORM: RI-00INCP ARTICLES OF INCORPORATIONDetailed instructions are included with the form.A cover letter to send with ARTICLES OF INCORPORATION is included.See FORM: RI-PC-TLSAMPLE TRANSMITTAL LETTER Step 3:Upon return of to you of a Certificate of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: RI-PC-OMSAMPLE ORGANIZATIONAL MINUTESSee FORM: RI-PC-BLSAMPLE BY-LAWSStep 4: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 5:If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate.See Supplemental Form: US-IRS-2553ELECTION OF S-CORPORATION STATUS & INSTRUCTIONSStep 6:Open a Corporate bank account and conduct business.Step 7: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: RI-PC-AMSAMPLE ANNUAL MINUTESGeneral:For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: RI-PC-CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal:If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/Corporate Books: See http://www.uslegalbookstore.com/officeproducts/Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gifOrder for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. 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If you cannot view the information contained at the link above, or do not agree to the terms therein, you may not use the package materials. Return the package for a full refund. * * * ~ Thank you for using USLF ~