Professional service corporations: which statement is true?

• A. All services may be rendered by unlicensed personnel.
• B. All services must be rendered by licensed individuals and COI must be filed with the secretary of state listing the profession and licensed professionals.
• C. There is no requirement for COI filing.
• D. There is no liability limitation for shareholders.

Answer: (B)

Professional service corporations are restricted to services performed by licensed professionals in the field. The practice must be carried out by those who hold the proper licenses, and the state requires filing a certificate with the secretary of state identifying the profession and the licensed practitioners who will practice in the firm. This filing ties the corporate entity to the authorized professionals and ensures supervision and regulatory oversight of the professional services offered. Thus, the statement that all services must be rendered by licensed individuals and that a COI must be filed listing the profession and licensed professionals is the correct one. The other options fail because unlicensed personnel cannot render professional services, the COI filing is indeed required, and while shareholders typically enjoy liability protection for corporate debts, they can still face liability for their own professional malpractice, so there is some liability limitation for shareholders.