Washington Law Review




The purpose of Washington's Professional Service Corporation Act is to provide for the incorporation of an individual or group of individuals to render professional services. Since organizations of professional people under state professional corporation acts will be considered corporations for federal income tax purposes, this development offers potential tax advantages to professional persons who choose to incorporate their practices. However, the Washington statute also raises certain non-tax issues that must be resolved by professional persons seeking to incorporate. Since the tax issues have received extensive and eminent treatment elsewhere, this Note will focus on the less-discussed non-tax issues, and the scope of this Note is accordingly limited to a discussion of: (1) the relationship between the Washington Business Corporation Act and the incorporation of a practice by a sole practitioner, (2) the limitation of stockholders' liability for claims against the professional corporation, and (3) the various provisions of the act which restrict ownership of stock in a professional corporation to individuals who are professionally qualified

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