Professional Corporation [Association]

A corporation formed for the purpose of engaging in one of the learned professions, such as law, medicine, or architecture. Traditionally, corporations were prohibited from engaging in such professions because they lacked the human, personal qualifications necessary to pursue them. However, within recent years most states have enacted a professional corporation or association act that allows professional persons to practice in the corporate form provided that all shareholders are members of the profession. A professional corporation has at least two advantages. First, it allows a professional to join together with one or more other professionals without assuming personal liability for the acts or omissions of the others. Second, it allows the professional to enjoy certain tax advantages not available to him or her as an individual taxpayer. Fletcher, 1A Cyclopedia of the Law of Private Corporations §§97, 112.1 (1987).