1.1                          A bill for an act 
  1.2             relating to business organizations; defining the terms 
  1.3             "professional" and "professional services" as they 
  1.4             relate to professional corporations and professional 
  1.5             firms; amending Minnesota Statutes 1996, sections 
  1.6             319A.02, subdivision 2; and 319A.03; Minnesota 
  1.7             Statutes 1997 Supplement, sections 319B.02, 
  1.8             subdivisions 17 and 19. 
  1.9   BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.10     Section 1.  Minnesota Statutes 1996, section 319A.02, 
  1.11  subdivision 2, is amended to read: 
  1.12     Subd. 2.  "Professional service" means personal service 
  1.13  rendered by a professional pursuant to a license or certificate 
  1.14  issued by the state of Minnesota to practice medicine and 
  1.15  surgery pursuant to sections 147.01 to 147.22, chiropractic 
  1.16  pursuant to sections 148.01 to 148.105, registered nursing 
  1.17  pursuant to sections 148.171 to 148.285, optometry pursuant to 
  1.18  sections 148.52 to 148.62, psychology pursuant to sections 
  1.19  148.88 to 148.98, dentistry pursuant to sections 150A.01 to 
  1.20  150A.12, pharmacy pursuant to sections 151.01 to 151.40, 
  1.21  podiatric medicine pursuant to Laws 1987, chapter 108, sections 
  1.22  1 to 16, veterinary medicine pursuant to sections 156.001 to 
  1.23  156.14, architecture, engineering, surveying, landscape 
  1.24  architecture, geoscience, and certified interior design pursuant 
  1.25  to sections 326.02 to 326.15, accountancy pursuant to sections 
  1.26  326.17 to 326.229, or law pursuant to sections 481.01 to 481.17, 
  1.27  or pursuant to a license or certificate issued by another state 
  2.1   pursuant to similar laws.  Professional service includes 
  2.2   personal service rendered by a professional pursuant to a 
  2.3   license or other authority to practice law under the laws of a 
  2.4   foreign nation. 
  2.5      Sec. 2.  Minnesota Statutes 1996, section 319A.03, is 
  2.6   amended to read: 
  2.7      319A.03 [FORMATION.] 
  2.8      One or more natural professional persons may form a 
  2.9   corporation pursuant to chapter 302A or 317A, organize a limited 
  2.10  liability company pursuant to chapter 322B, or register a 
  2.11  limited liability partnership according to chapter 323 for the 
  2.12  purposes hereinafter set forth.  In addition to providing the 
  2.13  information required by the chapter under which the entity is 
  2.14  formed, organized, or registered, the following information is 
  2.15  also required in the forming, organizing, or registration 
  2.16  document: 
  2.17     (1) the name of the corporation, limited liability company, 
  2.18  or limited liability partnership, which must comply with section 
  2.19  319A.07; 
  2.20     (2) the purpose of the corporation, limited liability 
  2.21  company, or limited liability partnership, which must comply 
  2.22  with section 319A.04; 
  2.23     (3) that the shareholders of the corporation, members of 
  2.24  the limited liability company, or partners in a limited 
  2.25  liability partnership may only be professional persons licensed 
  2.26  to render the kind of professional services that fit the purpose 
  2.27  of the corporation, limited liability company, or limited 
  2.28  liability partnership; and 
  2.29     (4) that the officers and directors of a corporation, the 
  2.30  governors and managers of a limited liability company, and the 
  2.31  partners of a limited liability partnership, other than the 
  2.32  secretary and treasurer and their assistants, must be 
  2.33  professional persons licensed to render the kind of professional 
  2.34  services that fit the purpose of the corporation, limited 
  2.35  liability company, or limited liability partnership. 
  2.36     Professional includes a natural person who is licensed or 
  3.1   otherwise authorized to practice law under the laws of a foreign 
  3.2   nation. 
  3.3      Sec. 3.  Minnesota Statutes 1997 Supplement, section 
  3.4   319B.02, subdivision 17, is amended to read: 
  3.5      Subd. 17.  [PROFESSIONAL.] "Professional" means a natural 
  3.6   person who is licensed by the laws of the state of Minnesota or 
  3.7   similar laws of another state to furnish one or more of the 
  3.8   categories of professional services listed in subdivision 
  3.9   19.  Professional includes a natural person who is licensed or 
  3.10  otherwise authorized to practice law under the laws of a foreign 
  3.11  nation. 
  3.12     Sec. 4.  Minnesota Statutes 1997 Supplement, section 
  3.13  319B.02, subdivision 19, is amended to read: 
  3.14     Subd. 19.  [PROFESSIONAL SERVICES.] "Professional services" 
  3.15  means services of the type required to be furnished by a 
  3.16  professional under a license or certificate issued by the state 
  3.17  of Minnesota to practice medicine and surgery under sections 
  3.18  147.01 to 147.22, chiropractic under sections 148.01 to 148.105, 
  3.19  registered nursing under sections 148.171 to 148.285, optometry 
  3.20  under sections 148.52 to 148.62, psychology under sections 
  3.21  148.88 to 148.98, dentistry and dental hygiene under sections 
  3.22  150A.01 to 150A.12, pharmacy under sections 151.01 to 151.40, 
  3.23  podiatric medicine under sections 153.01 to 153.25, veterinary 
  3.24  medicine under sections 156.001 to 156.14, architecture, 
  3.25  engineering, surveying, landscape architecture, geoscience, and 
  3.26  certified interior design under sections 326.02 to 326.15, 
  3.27  accountancy under sections 326.17 to 326.229, or law under 
  3.28  sections 481.01 to 481.17, or under a license or certificate 
  3.29  issued by another state under similar laws.  Professional 
  3.30  services includes services of the type required to be furnished 
  3.31  by a professional pursuant to a license or other authority to 
  3.32  practice law under the laws of a foreign nation. 
  3.33     Sec. 5.  [EFFECTIVE DATE.] 
  3.34     Sections 1 to 4 are effective January 1, 1998.