HB-5357, As Passed House, December 5, 2007
SUBSTITUTE FOR
HOUSE BILL NO. 5357
A bill to amend 1962 PA 192, entitled
"Professional service corporation act,"
by amending sections 2, 3, 4, and 13 (MCL 450.222, 450.223,
450.224, and 450.233), section 2 as amended by 1998 PA 48, section
4 as amended by 2000 PA 335, and section 13 as amended by 2001 PA
58.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 2. As used in this act:
(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 section 10.
(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,
chiropractors,
dentists, optometrists, veterinarians, osteopaths,
physicians
and surgeons, doctors of medicine, doctors of dentistry,
podiatrists,
chiropodists, architects, professional engineers, land
surveyors,
and attorneys at law.
(d) "Services in a learned profession" means services rendered
by a dentist, an osteopathic physician, a physician, a surgeon, a
chiropractor, a physical therapist, an optometrist, a doctor of
divinity or other clergy, or an attorney-at-law.
Sec.
3. (1) This act shall does not apply to any
corporation
organized
within in this state prior to before the
passage of this
act
to perform professional services to the public. Any such A
corporation described in this subsection may bring itself within
the provisions of this act by amending the articles of
incorporation
in such a manner so as to be that
the amended
articles of incorporation are consistent with all the provisions of
this act and by affirmatively stating in the amended articles of
incorporation that the shareholders have elected to bring the
corporation within the provisions of this act.
(2) This act does not apply to any corporation providing
professional services that is organized under the business
corporation act, 1972 PA 284, MCL 450.1101 to 450.2098, before the
effective date of the amendatory act that added this subsection, if
none of the professional services provided by the corporation are
services in a learned profession. A corporation described in this
subsection may bring itself within the provisions of this act by
amending the articles of incorporation in such a manner that the
amended articles of incorporation are consistent with all the
provisions of this act and by affirmatively stating in the amended
articles of incorporation that the shareholders have elected to
bring the corporation within the provisions of this act.
Sec. 4. (1) One or more licensed persons may organize under
this act to become a shareholder or shareholders of a professional
corporation for pecuniary profit. A corporation for pecuniary
profit that provides 1 or more professional services that are
services in a learned profession may only incorporate under this
act and may not elect to incorporate under the business corporation
act, 1972 PA 284, MCL 450.1101 to 450.2098. A corporation that
provides 1 or more professional services may elect to incorporate
under this act or the business corporation act, 1972 PA 284, MCL
450.1101 to 450.2098, if it does not provide any professional
services that are services in a learned profession.
(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.
Sec.
13. The business corporation act, 1972 PA 284, MCL
450.1101
to 450.2098, statutory law of
this state governing the
formation and internal affairs of business corporations is
applicable to a corporation organized under this act except to the
extent that a provision of this act is in conflict with the
provisions
of that act statutory law. If there is a conflict
between
a provision of this act and that act statutory law, the
provision of this act applies with respect to a corporation
organized under this act. A professional corporation organized
under this act shall not consolidate or merge with another
corporation whose shareholders are not licensed persons who may be
shareholders under this act.
Enacting section 1. This amendatory act does not take effect
unless all of the following bills of the 94th Legislature are
enacted into law:
(a) House Bill No. 5356.
(b) House Bill No. 5358.