Corporations – Attorneys – Pennsylvania
PENNSYLVANIA STATUTES (Pa.C.S.A.), Title 15 (Corporations and Unincorporated Associations)
PENNSYLVANIA CODE, Title 19, Chapter 23 (Business Corporations Generally)
PENNSYLVANIA STATUTES (Pa.C.S.A.), Title 15, Chapter 29 (Professional Corporations)
A professional corporation formed to engage in the practice of law is subject generally to the provisions of the Business Corporation Law of Pennsylvania and specifically to the provisions of that law applicable to professional corporations. Additionally, the practice of law in Pennsylvania by a professional corporation is subject to and controlled by the rules and regulations of the Pennsylvania State Bar of Pennsylvania and the Supreme Court of Pennsylvania.
The following definitions are applicable to professional corporations:
A “disqualified person” is a l licensed person who for any reason is or becomes legally disqualified (temporarily or permanently) to render the same professional services that the particular professional corporation of which he is an officer, director, shareholder or employee is or was rendering.
A “licensed person” is any natural person who is duly licensed or admitted to practice his profession by a court, department, board, commission or other agency of this Commonwealth or another jurisdiction to render a professional service that is or will be rendered by the professional corporation of which he is, or intends to become, an officer, director, shareholder, employee or agent.
“Professional services” are any type of services that may be rendered by the member of any profession within the purview of that profession.
A professional corporation must be formed in accordance with Pennsylvania Business Corporation Law except that its articles must contain a heading stating the name of the corporation and that it is a professional corporation.
Except as otherwise allowed by law, a professional corporation may be incorporated only for the purpose of rendering one specific kind of professional service.
A professional corporation may adopt any name that is not prohibited by law or the ethics of the profession in which the corporation is engaged or by a rule or regulation of the court, department, board, commission or other government unit regulating the profession.
The provisions of §1303(a) (relating to corporate name) do not prohibit the use of a name of a professional corporation if the name contains and is restricted to the name or the last name of one or more of the present, prospective or former shareholders or of individual name or names appeared in the name of the predecessor. The name may also contain:
1. the word “and” or any symbol or substitute for that word;
2. the word “associates”;
3. the term “P.C.”; or
4. any or all of the words or terms in set out above.
A professional corporation may not engage in any business other than the rendering of the professional service or services for which it was specifically incorporated except that a professional corporation may own real and personal property necessary for, or appropriate or desirable in, the fulfillment or rendering of its specific professional service or services and it may invest its funds in real estate, mortgages, stocks, bonds or any other type of investment.
A professional corporation may be a partner in or a shareholder of a partnership or corporation engaged in the business of rendering the professional service or services for which the professional corporation was incorporated.
A professional corporation may lawfully render professional services only through officers, employees or agents who are licensed persons. The corporation may employ persons not licensed, but those persons may not render any professional services rendered or to be rendered by the corporation. This restriction does not preclude the use of clerks, secretaries, nurses, administrators, bookkeepers, technicians and other assistants or paraprofessionals who are not usually and ordinarily considered by law, custom and practice to be rendering the professional service or services for which the professional corporation was incorporated and does not to preclude the use of any other person who performs all his employment under the direct supervision and control of a licensed person.
A person shall not, under the guise of employment, render professional services unless duly licensed or admitted to practice as required by law.
The incorporators of the corporation must officially publish a notice of intention to file or of the filing of articles of incorporation. The notice may appear prior to or after the day the articles of incorporation are filed in the Department of State and shall set forth the name of the proposed corporation and a statement that the corporation is to be or has been incorporated under the provisions of the Business Corporation Law of 1988.
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