Fill and Sign the Professional Corporation Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. STATE OF MICHIGAN PROFESSIONAL SERVICE CORPORATION Control Number: MI-00INC2 The contents of this package are as follows: 1. Statutory Reference 2. Selections from Statutes 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer PROFESSIONAL SERVICE CORPORATION for State-Licensed Professionals STATE OF MICHIGAN Electronic Version STATUTORY REFERENCES MICHIGAN COMPILED LAWS, Chapter 450: Corporations http://www.michiganlegislature.org/law/mileg.asp?page=getobject&objName=mcl-chap450 MICHIGAN COMPILED LAWS, Chapter 450, §§221-235: Professional Service Corporation Act http://www.michiganlegislature.org/law/mileg.asp?page=getObject&objName=mcl-Act-192-of-1962&highlight SELECTIONS FROM STATUTES You should review the following selections from selected statutes of the Professional Service Corporation Act. You should also review the entire Act at the link above, and all statutes referenced therein. 450.222 Definitions. (a) “Licensed person” means an individual who is duly licensed or otherwise legally authorized to practice a professional service by a court, department, board, commission, an agency of this state or another jurisdiction, or any corporation all of whose shareholders are licensed persons. (b) “Professional corporation” means a corporation that is organized under this act for the sole and specific purpose of rendering 1 or more professional services and has as its shareholders only licensed persons, the personal representatives or estates of individuals, or other persons as provided in 450.230 . (c) “Professional service” means a type of personal service to the public that requires as a condition precedent to the rendering of the service the obtaining of a license or other legal authorization. Professional service includes, but is not limited to, services rendered by certified or other public accountants, pharmacists, dentists, optometrists, veterinarians, osteopaths, physicians and surgeons, doctors of medicine, doctors of dentistry, podiatrists, chiropodists, architects, professional engineers, land surveyors, and attorneys at law. 450.224 Professional corporation for pecuniary profit; organization; shareholders to be licensed; rendering of professional services; legal authorization; licensed person of another jurisdiction. (1) One or more licensed persons may organize under this act to become a shareholder or shareholders of a professional corporation for pecuniary profit. (2) Except as otherwise provided in subsection (3) or otherwise prohibited, a professional corporation may render 1 or more professional services, except that each shareholder must be a licensed person in 1 or more of the professional services rendered by the corporation. (3) Except as otherwise provided in this subsection, if the professional corporation renders a professional service that is included within the public health code, 1978 PA 368, MCL 333.1101 to 333.25211, then all shareholders of the corporation shall be licensed or legally authorized in this state to render the same professional service. One or more physicians and surgeons licensed under the public health code, 1978 PA 368, MCL 333.1101 to 333.25211, may organize a professional corporation under this act with 1 or more physicians and surgeons licensed under different provisions of the public health code, 1978 PA 368, MCL 333.1101 to 333.25211. (4) A licensed person of another jurisdiction may become an officer, director, shareholder, employee, or agent of the corporation but shall not render any professional service in this state until the person is licensed or otherwise legally authorized to render the professional service in this state. 450.225 Professional services to be rendered through licensed or authorized officers, employees, and agents. A corporation organized and incorporated under this act shall not render professional services within this state except through its officers, employees, and agents who are duly licensed or otherwise legally authorized to render the professional services within this state. The term employee does not include secretaries, bookkeepers, technicians, and other assistants who are not usually and ordinarily considered by custom and practice to be rendering professional services to the public for which a license or other legal authorization is required. 450.226 Professional service corporations; licensee; negligence, wrongful acts, misconduct; liability. Nothing contained in this act shall be interpreted to abolish, repeal, modify, restrict or limit the law now in effect in this state applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such professional service and to the standards for professional conduct. Any officer, shareholder, agent or employee of a corporation organized under this act shall remain personally and fully liable and accountable for any negligent or wrongful acts or misconduct committed by him, or by any person under his direct supervision and control, while rendering professional service on behalf of the corporation to the person for whom such professional services were being rendered. The corporation shall be liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its officers, shareholders, agents or employees while they are engaged on behalf of the corporation in the rendering of professional services. 450.227 Engaging in other businesses; investments; ownership of property; partnership; incorporator or shareholder. A corporation organized under this act shall not engage in any business other than the rendering of the professional services for which it was specifically incorporated. This act or any other provisions of existing law applicable to corporations shall not prohibit the corporation from investing its funds in real estate, mortgages, stocks, bonds or any other type of investments; from owning real or personal property necessary for the rendering of professional services; from becoming a partner in a partnership formed under Act No. 72 of the Public Acts of 1917, as amended, being sections 449.1 to 449.43 of the Michigan Compiled Laws, if the partnership performs the same professional services as the professional corporation; or from becoming an incorporator or shareholder in a professional corporation incorporated under this act, if both professional corporations perform the same professional services. 50.228 Professional service corporations; capital stock; voting trust. A corporation organized under the provisions of this act may not issue any of its capital stock to anyone other than an individual who is duly licensed or otherwise legally authorized to render the same specific professional services as those for which the corporation was incorporated. The provisions of the uniform securities act, 1964 PA 265, MCL 451.501 to 451.818, shall not apply to the issuance or transfer by that corporation of securities issued by it. A shareholder of a corporation organized under this act shall not enter into a voting trust agreement or any other type agreement vesting another person with the authority to exercise the voting power of any or all of his or her stock, unless that other person is duly licensed or otherwise legally authorized to render the same specific professional services as those for which the corporation was incorporated or as otherwise provided in 450.230 . 450.229 Severance of employment and financial interests by disqualified licensee; noncompliance; forfeiture of articles; dissolution of corporation. If an officer, shareholder, agent, or employee of a corporation organized under this act becomes legally disqualified to render the professional services rendered by the corporation or accepts employment that pursuant to existing law places restrictions or limitations upon his or her continued rendering of the professional services, he or she shall sever within a reasonable period all employment with and financial interests in the corporation. A corporation’s failure to require compliance with this section constitutes a ground for the forfeiture of its articles of incorporation and its dissolution. If a corporation’s failure to comply with this section is brought to the attention of the department of commerce, it shall certify that fact to the attorney general for appropriate action to dissolve the corporation. 450.230 Sale or transfer of shares; redemption or purchase of shares. Shares of a corporation organized under this act shall not be sold or transferred except to an individual who is eligible to be a shareholder of the corporation or to the personal representative or estate of a deceased or legally incompetent shareholder or to a trust or split interest trust, in which the trustee and the current income beneficiary are both licensed persons in a professional corporation. The personal representative or estate of the shareholder may continue to own shares for a reasonable period but shall not be authorized to participate in any decisions concerning the rendering of professional service. The articles of incorporation or bylaws may provide specifically for additional restrictions on the transfer of shares and may provide for the redemption or purchase of the shares by the corporation or its shareholders at prices and in a manner specifically set forth. 450.231 Corporate name. The corporate name of a corporation organized under this act shall contain the words “Professional Corporation” or the abbreviation “P.C.”. 450.235 Annual report. The annual report of a professional corporation shall list the names and post office addresses of all shareholders and shall certify that the corporation meets the requirements of this act. * * * CONTACT THE MICHIGAN BOARD/GOVERNING BODY FOR YOUR PROFESSION PRIOR TO MAILING YOUR ARTICLES OF INCORPORATION TO ENSURE YOU ARE IN COMPLIANCE WITH ALL LICENSING, CERTIFICATE OF AUTHORITY , AND OTHER REQUIREMENTS. * * * Forms List The following forms are available for download with this package.  MI-NAMERESV: Application for Reservation of Entity Name  MI-00INCP: Articles of Incorporation, including Appointment of Agent  MI-PC-TL: Sample Transmittal Letter  MI-PC-OM: Sample Organizational Minutes  MI-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  MI-PC-AM : Sample Annual Minutes  MI-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 Michigan 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 Michigan 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: MI-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. Follow the instructions on the form and mail in with the filing fee. Step 2: See FORM: MI-00INCP ARTICLES OF INCORPORATION This form should be typed or printed in BLACK ink. If there is poor black and white contrast, or the document is illegible, it will be rejected. Follow the instructions on the form. Step 3: Mail the original of the Articles of Incorporation with the filing fee to: Michigan Dept of Labor & Economic Growth Bureau of Commercial Services Corporation Division PO BOX 30054 Lansing, MI 48909 A sample cover letter to send with the articles is included in this form packet. See FORM: MI-PC-TL SAMPLE TRANSMITTAL LETTER Step 4: 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: MI-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: MI-PC-BL SAMPLE BY-LAWS Step 5: 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 6: 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 7: Open a Corporate bank account and conduct business. Step 8: 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: MI-PC-AM General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: MI-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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