The Florida Bar

September 21, 1961

A lawyer may not hold stock in a professional service corporation of accountants.

Note: The second half of Opinion 61-19 as it appears below was omitted from previous published versions of the opinion.

Canon: 35

Chairman Holcomb stated the opinion of the committee:

A member of The Florida Bar has submitted an inquiry relative to a proposed professional corporation entered into by himself and a group of accountants. We call his attention to the fact that the act providing for the creation of professional service corporations (F.S. 621.01 et. seq.) specifically provides as follows:

Section 1: “It is the legislative intent to provide for the incorporation of an individual or group of individuals to render the same professional service to the public for which such individuals are required by law to be licensed or to obtain other legal authorization.”

Section 3: “(2) The term ‘professional corporation’ means a corporation which is organized under this act for the sole and specific purpose of rendering professional service and which has as its shareholders only individuals who themselves are duly licensed or otherwise legally authorized within this state to render the same professional service as the corporation.”

Section 6: “No corporation organized and incorporated under this Act may render professional services except through its officers, employees, and agents who are duly licensed or otherwise legally authorized to render such professional services. . . .”

Section 8: “No corporation organized under this act shall engage in any business other than the rendering of the professional services for which it was specifically incorporated. . . .”

Section 9: “No corporation organized under the provisions of this act may issue any of its capital stock to anyone other than an individual who is duly licensed or otherwise legally authorized to render the same specific professional service as those for which the corporation was incorporated. . . .”

It would, therefore, appear that the firm of accountants considering incorporation, asking the attorney's services to do the legal work involved and desiring him to take and hold one share of stock therein, could not legally do so under the terms of the act.

[Revised: 08-24-2011]