Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
Preview Page
CHAPTER 6
THE MINNESOTA PROFESSIONAL FIRM
Section
§ 6.01 Introduction
§ 6.02 Definitions under Minnesota Statutes
§ 6.03 Requirements
§ 6.04 Professional Services
§ 6.05 Name
§ 6.06 Shareholders/Shares
§ 6.07 Directors and Officers
§ 6.08 License Board
§ 6.09 Examination
§ 6.10 Annual Report
§ 6.11 Nontax Advantages of Incorporation of the Professional
Corporation—Limited Liability
§ 6.12 —Centralized Management and Predictable Authority Structure
§ 6.13 —Continuity of Existence
§ 6.14 Nontax Disadvantages—Costs of Formation and Operation
§ 6.15 —Regulation
§ 6.16 —Formality
§ 6.17 Some Tax Advantages
§ 6.18 —Fringe Benefits
§ 6.19 — —Retirement Plan
§ 6.20 — —Insurance
§ 6.21 —Retained Earnings
§ 6.22 Some Tax Disadvantages—Double Taxation
§ 6.23 —Unreasonable Accumulated Earnings
§ 6.24 —Personal Holding Company Taxes
§ 6.25 Unreasonable Compensation
§ 6.01 Introduction
In the past, professional corporations were desirable because their
owners benefitted from tax advantages which are not available to
partnerships or sole proprietors today. However, now that selfemployed
persons have almost the same tax breaks as do corporations,
the decision to incorporate often depends on the particular facts affecting
individual owners.
§ 6.02 Definitions under Minnesota Statutes
A professional firm is a corporation organized for the purpose of
rendering professional services.1 As with any other corporation
incorporated in Minnesota, professional corporations are subject to the
general body of corporate law regarding employment, tax, contracts, and
other matters.2 There is no clear insulation for personal liability from
creditors that is available to other business and nonprofit corporations,
however.3
§ 6.03 Requirements
A professional corporation must obey all corporate formalities and
maintain separate records and identities. It is also subject to certain
restrictions and requirements set forth under Minnesota’s Professional
Firms Act, Minn. Stat. § 319B, since it is separate from direct liability
regardless of the existence of shields of incorporation.4
§ 6.04 Professional Services
Only a business that renders professional services may incorporate
under Minn. Stat. §319B.
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
Brett Larson
Joshua Lederman
Karen Lundquist
James Magnuson
Jennifer Mead
Rao Menier
Heidi Miller
Rachael Moxon
Oliver Nelson
Scott Peitzer
Mitchell Skinner
Jonathan Stechmann
Lael Weinberger
Jonathan Wilson
Alex Zumbulyadis
