California Professional Corporation Bylaws With Members
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FAQ
What Is A California Professional Corporation? Members of certain professions, such as lawyers, doctors, accountants, and engineers, may form a California professional corporation (also known as a ?PC?). Typically, these types of entities provide services only through licensed professionals.
The California Corporations Code does not explicitly state that corporations must have corporate bylaws. However, the necessity of bylaws is implied in several places, including CA Corp Code § 213, which requires corporations to keep a copy of their bylaws on file at their principal executive office.
A professional corporation conveys limited liability to its members just as a regular corporation. However, in most cases, the corporation does not convey limited liability for the malpractice of the individual members. Ideally, professionals manage that type of risk through malpractice insurance policies.
In general, corporations in California must have at least three directors on their board unless the company has less than three shareholders. In that case, the number of directors must not be less than the number of shareholders.
When adding officers or directors to a California C corporation, an incorporator must appoint an individual. At the initial board of directors meeting, members can also appoint officers and authorize issuance of stock. Corporations must also file the statement of information.