A corporation may be organized for the business of conducting a profession. These are known as professional corporations. Doctors, attorneys, engineers, and CPAs are the types of profes¬sionals who may form a professional corporation. Usually there is a designation P.A. or P.C. after the corporate name in order to show that this is a professional association or professional corporation.
This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction.
Title: Nevada Pre-incorporation Agreement of Professional Corporation of Attorneys: A Comprehensive Guide Introduction: The Nevada Pre-incorporation Agreement of Professional Corporation (PC) of Attorneys serves as a crucial legal document for attorneys planning to establish a professional corporation in Nevada. This article aims to provide a detailed description of what this agreement entails, highlighting its significance, key components, and potential variations. 1. Understanding the Nevada Pre-incorporation Agreement: The Nevada Pre-incorporation Agreement outlines the terms and conditions agreed upon by the attorneys involved during the establishment phase of a professional corporation. It serves as a preliminary document that precedes the process of officially incorporating a professional corporation in Nevada. 2. Importance of a Pre-incorporation Agreement: a) Clarifies Ownership and Management: The agreement determines the ownership structure, profit distribution, decision-making powers, and roles of individual attorneys within the professional corporation. b) Asset and Liability Protection: It outlines the extent of personal liability protection offered to the attorneys and ensures proper safeguarding of their personal assets. c) Enhances Professionalism: The agreement establishes guidelines for conducting professional activities, including client interaction, conflict resolution, ethical standards, and regulatory compliance. 3. Key Components of a Nevada Pre-incorporation Agreement: a) Corporate Name and Purpose: Clearly defining the intended name of the professional corporation and stating its primary objectives and scope of services. b) Shareholders' Rights and Ownership Structure: Describing the shares, stock classes, voting power, profit-sharing, and mechanisms for transferring ownership interests. c) Directors and Officers: Determining the composition, roles, responsibilities, and decision-making powers of the directors and officers within the professional corporation. d) Financial Provisions: Detailing capital contributions, initial investments, tax provisions, accounting practices, and financial reporting within the corporation. e) Dissolution and Buy-Sell Provisions: Outlining the procedures and terms for dissolving the corporation or handling the departure of a shareholder, including buy-sell agreements. f) Non-Compete and Non-Solicitation Clauses: Establishing restrictions on soliciting clients or engaging in competitive activities within a specific geographic area and timeframe. g) Intellectual Property and Confidentiality: Determining ownership and licensing rights for intellectual property developed or used by the corporation and safeguarding client and business information. 4. Variations of Nevada Pre-incorporation Agreement: a) Standard Pre-incorporation Agreement: This is the most common version, covering the foundational aspects mentioned above. b) Niche-Specific Pre-incorporation Agreement: For attorney professional corporations specializing in certain legal areas, specific clauses or provisions may be included to address unique challenges or requirements. c) Multi-Party Pre-incorporation Agreement: In cases where multiple attorneys are planning to form a professional corporation, an agreement may be devised to address the involvement, roles, and rights of each attorney separately. Conclusion: The Nevada Pre-incorporation Agreement of Professional Corporation of Attorneys sets the stage for the successful establishment and operation of a professional corporation in Nevada. By carefully considering the components discussed in this article, attorneys can draft a robust and tailored agreement that suits their specific needs and facilitates legal compliance, professional growth, and efficient decision-making within their professional corporation.
