Professional Corporations
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Licensed Professionals (i.e., lawyers, accountants, medical professionals)
may incorporate as Professional Corporation ("PC")
directors - duty owed to corporation
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-duty to manage; directors may delegate management functions to a
committee of one or more directors that recommends action to the Board
-fiduciary duties - duty of loyalty; duty of care
,S Corp. Status requirements
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i) no more than 100 shareholders
ii) no more than 1 class of stock
record date
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-a vote eligibility cut-off date set by the board on any day within the 70-day
period heading up to the meeting date
-a record date owner votes in person or by proxy
officers
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1) owe SAME duties of CARE and LOYALTY as directors
2) are agents of the corporation and bind the corporation by their
authorized activities
3) DIRECTORS have virtually unlimited power to SELECT OFFICERS and
may remove them from office at any time - but the corporation will be
liable for breach of contract damages
bylaws
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-the corporation need not adopt by laws
-the board has the power to adopt and amend the by-laws, UNLESS the
Articles give the power to the shareholders
cumulative stock
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they have the right to receive each of the 3 prior unpaid years as well as
the current year (four years total)
REQUIREMENTS for Shareholder Agreements to ELIMINATE CORPORATE
FORMALITIES (Closely-Held Corporations)
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1) UNANIMOUS shareholder election evidenced in the articles, bylaws or a
filed agreement;
2) some reasonable share transfer restriction
Professional Corporations (basic definition)
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just ONE profession, plus limited liability
Give this one a try later!
Licensed Professionals (i.e., lawyers, accountants, medical professionals)
may incorporate as Professional Corporation ("PC")
directors - duty owed to corporation
Give this one a try later!
-duty to manage; directors may delegate management functions to a
committee of one or more directors that recommends action to the Board
-fiduciary duties - duty of loyalty; duty of care
,S Corp. Status requirements
Give this one a try later!
i) no more than 100 shareholders
ii) no more than 1 class of stock
record date
Give this one a try later!
-a vote eligibility cut-off date set by the board on any day within the 70-day
period heading up to the meeting date
-a record date owner votes in person or by proxy
officers
Give this one a try later!
1) owe SAME duties of CARE and LOYALTY as directors
2) are agents of the corporation and bind the corporation by their
authorized activities
3) DIRECTORS have virtually unlimited power to SELECT OFFICERS and
may remove them from office at any time - but the corporation will be
liable for breach of contract damages
bylaws
, Give this one a try later!
-the corporation need not adopt by laws
-the board has the power to adopt and amend the by-laws, UNLESS the
Articles give the power to the shareholders
cumulative stock
Give this one a try later!
they have the right to receive each of the 3 prior unpaid years as well as
the current year (four years total)
REQUIREMENTS for Shareholder Agreements to ELIMINATE CORPORATE
FORMALITIES (Closely-Held Corporations)
Give this one a try later!
1) UNANIMOUS shareholder election evidenced in the articles, bylaws or a
filed agreement;
2) some reasonable share transfer restriction
Professional Corporations (basic definition)
Give this one a try later!
just ONE profession, plus limited liability
