Corporations – Professional Corporation – Michigan
MICHIGAN COMPILED LAWS, §§ 450.4101 through 450.5200 (Michigan Limited Liability Company Act)
MICHIGAN REVISED JUDICATURE ACT OF 1961, Chapter 9 (Attorneys and Counselors)
In Michigan a professional limited liability company (PLLC) may be organized to engage in the practice of law and is subject to the provisions of the Michigan Limited Liability Company Act, particularly §§ 450.4901 through 450.4910.
In addition to the various statutory provisions applicable to a PLLC which is organized to engage in the practice of law, the PLLC and the individual members of the PLLC are subject to the rules and regulations of the State Bar of Michigan and the Michigan Supreme Court.
A “licensed person” is an individual who is licensed or otherwise legally authorized to practice a professional service by a court, department, board, commission, or an agency of this state or another jurisdiction, or any PLLC all of whose members and managers are licensed persons.
“Professional service” is any 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.
One or more licensed persons may organize and become members of a PLLC. The articles of organization must state that the company is formed to render specified professional services.
The name of the PLLC must contain the words “PLLC” or the abbreviation “P.L.L.C.” or “P.L.C.” with or without periods or other punctuation. A PLLC may not render professional services within Michigan except through its members, managers, employees, and agents who are licensed or otherwise legally authorized to render the professional services within Michigan. 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.
Practicing law as a PLLC does not affect the professional relationship or liabilities between the person furnishing the professional services and the person receiving such professional services and to the standards for professional conduct. A member, manager, employee, or agent of a professional limited liability company remains personally and fully liable and accountable for any negligent or wrongful acts or misconduct committed by him or her, or by any person under his or her direct supervision and control, while rendering professional services on behalf of the PLLC to the person for whom the professional services were being rendered.
A PLLC is liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its members, managers, employees, or agents while they are engaged on behalf of the company in the rendering of professional services.
If a member, manager, employee, or agent of a PLLC becomes legally disqualified to render the professional services rendered by the company or accepts employment that, pursuant to existing law, places restrictions or limitations on his or her continued rendering of the professional services, he or she must sever within a reasonable period all employment with and financial interests in the company.
A PLLC may not engage in any business other than the rendering of the professional services for which it was specifically organized. A PLLC is not prohibited from investing its funds in real estate, mortgages, stocks, bonds, or any other type of investments, or owning real or personal property necessary for the rendering of professional services. A PLLC may become a partner in a partnership pursuant to §§ 449.1 to 449.43 of the Michigan Compiled Laws if the partnership performs the same professional services as the PLLC or become a member or manager of another PLLC if both PLLCs perform the same professional services.
A membership interest in a PLLC may not be sold or transferred except to a person who is eligible to be a member of the company or to the personal representative or estate of a deceased or legally incompetent member. The personal representative or estate of the member may continue to hold a membership interest for a reasonable period but IS NOT authorized to participate in any decisions concerning the rendering of professional service.
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