Fill and Sign the Mn Professional Corporation Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. STATE OF MINNESOTA PROFESSIONAL CORPORATION Control Number: MN-00INC2 The contents of this package are as follows: 1. Statutory Reference 2. Introduction and Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer PROFESSIONAL CORPORATION for LICENSED PROFESSIONALS MINNESOTA Electronic Version Statutory References Minnesota Statutes, Chapter 302A (Minnesota Business Corporation Act) http://www.revisor.leg.state.mn.us/stats/302A/ Minnesota Statutes, Chapter 319B (Minnesota Professional Firms Act) http://www.revisor.leg.state.mn.us/stats/319B/ Introduction and Law Summary In Minnesota a corporation may be organized for any business purpose or purposes, unless some other Minnesota statute requires incorporation for any of those purposes under a different law. A corporation organized for the purpose of rendering professional services is subject to the Minnesota Business Corporation Act and to the Minnesota Professional Firms Act. Additionally, a corporation organized to engage in the practice of a specific profession is governed by the various rules and regulations of the Minnesota Governing Board / Examining Board for that profession. The Minnesota Professional Firms Act provides the following definitions: "Board" means an agency of the State of Minnesota which has jurisdiction to grant a license to furnish professional services. "Disqualified" means to have a license to provide pertinent professional services suspended, unless by its terms the suspension will automatically end less than 90 days after it takes effect, or revoked. A disqualification occurs when the suspension or revocation first takes effect. "Firm" includes a corporation, limited liability company and limited liability partnership, wherever incorporated, organized, or registered. "Governance authority" means the authority and responsibility to: 1. Determine important policies for a professional firm; 2. Superintend the professional firm's overall operations; and 3. Maintain general, active management of and ultimate control over all matters involving professional judgment. "License" includes any license, certificate, registration, or other authority referred to in the Act. "Professional" means a natural person who is licensed by the laws of the state of Minnesota or similar laws of another state to furnish one or more of the categories of professional services listed in MINNESOTA STATUTES, §319B.02, Subdivision 19. Professional includes a natural person who is licensed or otherwise authorized to practice a profession under the laws of a foreign nation. "Professional services" include services of the type required to be furnished by a professional pursuant to a license or other authority to practice a profession under the laws of a foreign nation. A professional firm may exercise any powers accorded it by its generally applicable governing law, so long as the professional firm exercises those powers solely to provide the pertinent professional services or to accomplish tasks ancillary to providing those services. A professional firm may not conduct any other business or provide any other services, either within or outside of Minnesota, beyond those authorized by statute. A professional firm may not adopt, implement, or follow a policy, procedure, or practice that would give a board grounds for disciplinary action against a professional who follows, agrees to, or acquiesces in the policy, procedure, or practice. A professional firm may furnish professional services within Minnesota only through professionals licensed or otherwise authorized by the state of Minnesota to furnish the pertinent professional services. Firm owners who are properly licensed professionals may provide professional services on a professional firm's behalf, and a professional firm may also hire or retain properly licensed professionals as employees, non-employee agents, or independent contractors to furnish professional services on the professional firm's behalf. The provisions of the Minnesota Professional Firms Act does not alter any law applicable to the relationship between a person furnishing professional services and a person receiving the professional services, including liability arising out of the professional services and the confidential relationship and privilege of communications between the person furnishing professional services and the person receiving the professional services. Additionally, those provisions do not alter any law applicable to the relationship between a professional firm furnishing professional services and a person receiving the professional services, including liability arising out of the professional services and the confidential relationship and privilege of communications between the professional firm furnishing professional services and the person receiving the professional services. Whether a professional firm's owners and persons who control, manage, or act for the firm are personally liable for the firm's debts and obligations is determined according to the firm's generally applicable governing law. Ownership interests in a professional firm may not be owned or held, either directly or indirectly, except by: (1) Professionals who, with respect to at least one category of the pertinent professional services, are licensed and not disqualified; (2) General partnerships, other than limited liability partnerships, authorized to furnish at least one category of the professional firm's pertinent professional services; (3) Other professional firms authorized to furnish at least one category of the professional firm's pertinent professional services; (4) A voting trust established with respect to some or all of the ownership interests in the professional firm, if (i) the professional firm's generally applicable governing law permits the establishment of voting trusts, and (ii) all the voting trustees and all the holders of beneficial interests in the trust are professionals licensed to furnish at least one category of the pertinent professional services; and (5) An employee stock ownership plan as defined in section 4975(e)(7) of the Internal Revenue Code of 1986, as amended, if all the voting trustees of the plan are professionals licensed to furnish at least one category of the pertinent professional services, and the ownership interests are not directly issued to anyone other than professionals licensed to furnish at least one category of the pertinent professional services. A professional firm may not sell, grant, give, allocate, issue, or otherwise transfer an ownership interest except to persons who meet the statutory requirements. No owner may transfer an ownership interest except to persons who meet the statutory requirements of subdivision 1. These restrictions apply regardless of whether a purported sale, grant, gift, allocation, issuance, or other transfer is voluntary or involuntary, constitutes a present transfer or an undertaking to make future transfer or to allow the transferee to cause a future transfer to occur, or is permanent or subject to defeasement. Additionally, these restrictions apply to the transfer of partial rights. A firm may sell, grant, give, allocate, issue, or otherwise transfer an option to acquire an entire ownership interest to a person who meets the statutory requirements and, subject to its licensing law, may undertake to make payments, in the nature of separation, retirement, or death benefits, on account of a former owner who has died, become disqualified, or for any other reason has ceased to be an owner. A sale, grant, gift, allocation, issuance, undertaking, creation, pledge, or other transfer in violation of this section is void. If an owner dies or becomes disqualified to practice all the pertinent professional services, then either: (1) Within 90 days after the death or the beginning of the disqualification, all of that owner's ownership interest must be acquired by the professional firm, by persons permitted by §319B.07 to own the ownership interest, or by some combination; or (2) At the end of the 90-day period, the firm's election under §319B.03(2) or §319B.04(2) is automatically rescinded, the firm loses its status as a professional firm, and the authority created by that election and status terminates. The Minnesota professional firm must within 90 days after the death or beginning of the disqualification tender to the representative of the deceased owner's estate or to the disqualified owner the fair value of the owner's ownership interest, as determined by the Minnesota professional firm's governance authority. That price must be at least the book value, as determined in accordance with the Minnesota professional firm's regular method of accounting, as of the end of the month immediately preceding the death or loss of license. The tender must be unconditional and may not attempt to have the recipient waive any rights provided in this section. If the Minnesota professional firm tenders a price under this paragraph within the 90- day period, the deceased or disqualified owner's ownership interest immediately transfers to the Minnesota professional firm regardless of any dispute as to the fairness of the price. A disqualified owner or representative of the deceased owner's estate who disputes the fairness of the tendered price may take the tendered price and bring suit in district court seeking additional payment. The suit must be commenced within one year after the payment is tendered. A Minnesota professional firm may agree with a disqualified owner or the representative of a deceased owner's estate to delay all or part of the payment due, but all right and title to the owner's ownership interests must be acquired before the end of the 90-day period and payment may not be secured in any way that violates §§ 319B.01 to 319B.12. No board may directly or indirectly require a person providing professional services through a professional firm to assume greater liability for the firm's debts and obligations than is contemplated by §319B.06(3). The Board may require a professional to assume personal liability for specified obligations or categories of obligations as a term or requirement of board disciplinary or corrective action concerning the professional. No professional firm may furnish professional services within Minnesota until the firm files with each board having jurisdiction over the pertinent professional services: (1) A copy of the firm's organizational document, certificate of authority, or statement of foreign qualification; (2) A report containing the same information as required in an annual report; and (3) Unless otherwise excepted, a fee of $100. PRIOR TO RESERVING A NAME OR FILING ARTICLES OF ORGANIZATION FORMING A PROFESSIONAL CORPORATION WHOSE PURPOSE IS TO ENGAGE IN PROFESSIONAL PRACTICE, CONTACT THE MINNESOTA BOARD FOR YOUR PROFESSION TO CONFIRM THAT YOU ARE IN COMPLIANCE WITH ALL OF THEIR RULES AND REGULATIONS. * * * Forms List The following forms are available for download with this package.  MN-NAMERESV: Application for Reservation of Entity Name  MN-00INCP: Articles of Incorporation  MN-PC-TL: Sample Transmittal Letter  MN-PC-OM: Sample Organizational Minutes  MN-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  MN-PC-AM : Sample Annual Minutes  MN-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions 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 the State of Minnesota is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the Minnesota 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: MN-NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME It 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.  This form should be typed or printed legibly in BLACK ink.  A corporate name MUST be in the English language or in any other language expressed in English letters or characters.  The name of a professional firm MUST end (in the case of a corporation), with any one of the following phrases, words, or abbreviations: "Professional Corporation"; "Professional Service Corporation"; "Service Corporation"; "Professional Association"; "Chartered"; "Limited"; "P.C."; "P.S.C."; "S.C."; "P.A."; or "Ltd." A permitted abbreviation may include or omit periods.  A corporate name MUST NOT contain a word or phrase that indicates or implies that it is incorporated for a purpose other than a legal business purpose.  A corporate name MUST be distinguishable upon the records in the office of the secretary of state from the name of each domestic corporation, limited partnership, limited liability partnership, and limited liability company, whether profit or nonprofit, and each foreign corporation, limited partnership, limited liability partnership, and limited liability company authorized or registered to do business in Minnesota, whether profit or nonprofit, and each name the right to which is, at the time of incorporation, reserved.  A corporate name reservation is effective for 12 months and a renewable 12 month period.  The fee to reserve a corporate name is $35.00. Mail or hand-deliver your REQUEST FOR RESERVATION OF NAME along with a $35.00 filing fee , to: Secretary of State Business Services Division 180 State Office Bldg. 100 Rev. Dr. Martin Luther King, Jr. Blvd St. Paul, MN 55155-1299 Phone: (651) 296-2803 Make check payable to Secretary of State . Your cancelled check is your receipt. Step 2: See FORM: MN-00INCP ARTICLES OF INCORPORATION Once you have reserved the corporate company name, or if you have chosen to proceed without reserving a name, you are ready to complete the Articles of Incorporation.  These Articles have been modified for a Professional Corporation.  ARTICLE I: Provide the corporate name you have reserved. The Election statements are required for a Professional Corporation.  ARTICLE II: Provide the registered office address (STREET ADDRESS - P.O. BOX IS NOT ACCEPTABLE) of the corporation and the name of the registered agent at that address. You MUST have a registered office address; however, you DO NOT have to name a registered agent. If you name a registered agent, process may be served on that person or entity. If you do not name a registered agent, then process may be served either on an officer of the corporation or on the Secretary of State as agent for the corporation.  ARTICLE III: Provide the number of shares the corporation is authorized to issue. You have to authorize at least one share.  ARTICLE IV: Provide the name and address and signature of each Incorporator. You only need to have one Incorporator. Also, provide the name and telephone number of a person who may be contacted if there is a question about the Articles.  File the original and one copy.  The filing fee is $135.00. Mail the original and one copy of the ARTICLES OF INCORPORATION , along with a $135.00 filing fee (make check payable to the Minnesota Secretary of State), to Secretary of State Business Services Section 180 State Office Bldg. 100 Rev. Dr. Martin Luther King Blvd.Ave. St. Paul, MN 55155-1299 Telephone: (651) 296-2803 A sample cover letter to send with the Articles of Incorporation is below. Make sure you include an original and one copy in order to have a copy returned to you. See FORM: MN-PC-TL SAMPLE TRANSMITTAL LETTER Step 3: Upon return of the Articles 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: MN-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: MN-PC-BL SAMPLE BY-LAWS Step 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-4 APPLICATION 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-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 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: MN-PC-AM SAMPLE ANNUAL MINUTES General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: MN-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.gif Order 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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