FLORIDA BAR ETHICS OPINION
September 21, 1961
Advisory ethics opinions are not binding.
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.
35 [See current 4-7.18]
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.