REVIEW PROCEDURES FOR C&S 501 - ARTICLES OF INCORPORATION
FOR PROFESSIONAL SERVICE CORPORATIONS
SPECIFIC DOCUMENT ITEMS
STATUTORY CITE
HEALTH PROFESSION SUBFIELDS
Licensed Practical Nurse
333.17211
14.15(17211)
Physician's Assistant
333.17011
14.15(17011)
333.17511
14.15(17511)
Sanitarian, Registered
333.18411
14.15(18411)
Veterinary Technician
333.18811
14.15(18811)
9. A list of professions which can be incorporated only under the
Professional Service Corporation Act are:
Attorneys - (Learned Profession Doctrine)
Certified Public Accountants - (MCL 339.705)
Dentists - (MCL 338.215)
Opthalmologists - (Learned Profession Doctrine)
Physicians - (Learned Profession Doctrine)
Psychologists - (Special Opinion 351)
Psychiatrists - (Learned Profession Doctrine)
The "learned profession doctrine" is explained in AG Opinion 5676 (our
no. 250) and in a special opinion received from the Office of Attorney
General in 1980 (our no. 351). In summary, the learned profession
doctrine holds that learned professions are not permitted to be practiced
as corporate entities due to a four-point rationale which states:
1) That the limited liability of the corporate form is not appropriate
where the client must place a high degree of trust and confidence in
the person rendering the services;
2) That it is impossible for a corporation to perform the licensing and
ethical requirements of certain professions;
3) That confidential and professional relationships could be destroyed
by nonprofessional shareholders who are only interested in profit;
4) That nonprofessionals should not be permitted to render professional
services in any way, such as you might be able to do in the corporate
form.
Those professionals that have long been recognized by court decisions
to constitute learned professions are those constituting the practice of
law, medicine, or divinity. As the latter is a nonprofit activity, it would
not fall within the scope of the Professional Service Corporation Act.