SB-0028, As Passed Senate, March 16, 2010

SUBSTITUTE FOR

SENATE BILL NO. 28

     A bill to amend 1993 PA 23, entitled

"Michigan limited liability company act,"

by amending sections 902 and 904 (MCL 450.4902 and 450.4904),

section 902 as amended by 1997 PA 52 and section 904 as amended by

2000 PA 333.

THE PEOPLE OF THE STATE OF MICHIGAN ENACT:

     Sec. 902. As used in this article:

     (a) "Licensed person" means an individual who is licensed or

otherwise legally authorized to practice a professional service by

a court, department, board, commission, or an agency of this state

or another jurisdiction, any corporation or professional services

corporation all of whose shareholders are licensed persons, any

partnership all of whose partners are licensed persons, or any

limited liability company all of whose members and managers are

licensed persons.

     (b) "Professional service" means a type of personal service to

the public that requires as a condition precedent to the rendering

of the service the obtaining of a license or other legal

authorization. Professional service includes, but is not limited

to, services rendered by a certified or other public accountant,

chiropractor, dentist, optometrist, veterinarian, osteopathic

physician, physician, surgeon, podiatrist, chiropodist, physician's

assistant, architect, professional engineer, land surveyor, and or

attorney-at-law.

     (c) "Professional services corporation" means a corporation

formed under the professional service corporation act, 1962 PA 192,

MCL 450.221 to 450.235.

     Sec. 904. (1) Except as otherwise provided in this section or

otherwise prohibited, a professional limited liability company may

render 1 or more professional services, and each member and manager

shall must be a licensed person in 1 or more of the professional

services rendered by the company.

     (2) If the Except as provided in subsection (3) or (4), if a

professional limited liability company renders a professional

service that is included within the public health code, 1978 PA

368, MCL 333.1101 to 333.25211, then all members and managers of

the company shall must be licensed or legally authorized in this

state to render the same professional service.

     (3) One or more individuals licensed to engage in the practice

of medicine under part 170, the practice of osteopathic medicine

and surgery under part 175, or the practice of podiatric medicine

and surgery under part 180 of article 15 of the public health code,

1978 PA 368, MCL 333.16101 to 333.18838, may organize a

professional liability company under this article with 1 or more

other individuals licensed to engage in the practice of medicine

under part 170, the practice of osteopathic medicine and surgery

under part 175, or the practice of podiatric medicine and surgery

under part 180 of article 15 of the public health code, 1978 PA

368, MCL 333.16101 to 333.18838.

     (4) Subject to section 17048 of the public health code, 1978

PA 368, MCL 333.17048, 1 or more individuals licensed to engage in

the practice of medicine under part 170, the practice of

osteopathic medicine and surgery under part 175, or the practice of

podiatric medicine and surgery under part 180 of article 15 of the

public health code, 1978 PA 368, MCL 333.16101 to 333.18838, may

organize a professional limited liability company under this

article with 1 or more physician's assistants licensed under

article 15 of the public health code, 1978 PA 368, MCL 333.16101 to

333.18838. Beginning on the effective date of the amendatory act

that added this subsection, 1 or more physician's assistants may

not organize a professional limited liability company under this

act that will have only physician's assistants as members.

(5) (3) A licensed person of another jurisdiction may become a

member, manager, employee, or agent of the a professional limited

liability company, but shall not render any professional services

in this state until the person is licensed or otherwise legally

authorized to render the professional service in this state.

(6) (4) A limited liability company may engage in the practice

of architecture, professional engineering, or professional

surveying in this state if not less than 2/3 of the members or

managers of the limited liability company are licensed in this

state to render 1 or more of the professional services offered. A

professional limited liability company organized under this article

may engage in the practice of architecture, professional

engineering, or professional surveying in this state if all of the

members and managers of the professional limited liability company

organized under this article are licensed in this state to render 1

or more of the professional services offered.

     Enacting section 1. This amendatory act does not take effect

unless all of the following bills of the 95th Legislature are

enacted into law:

     (a) Senate Bill No. 26.

     (b) Senate Bill No. 27.