QUESTION

Is it possible to convert a NJ based business from a Professional Association Corporation to a common Corporation after being in busines for 30 yrs?

Asked on May 23rd, 2012 on Business Law - New Jersey
More details to this question:
We are a NJ based company that has been in business for over 30 years registered as a Professional Association. I am looking to get clarification as to what the process would be to drop the PA from our business registration and just operate as a Corporation. Can you please give me examples as to what benefit or burden I would face at this point to make this change to our business registration? It is my understanding most states no longer even recongize a PA as a legal busniess entity. It is also my understanding most of the tax benefits for a P.A. no longer apply so can I assume the limited liability benefit still applies to this type of corporation?
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1 ANSWER

Litigation Attorney serving Greenwich, CT
Partner at Hilary B. Miller
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An organization with "PA" or a similar abbreviation in its name organized under NJ law is called a "professional corporation" for purposes of the NJ corporation law, title 14A. A professional corporation in New Jersey is treated the same as a business corporation for most purposes, except that it cannot limit the personal liability of its professionals for malpractice by incorporation. But in other respects -- such as the claims of ordinary creditors, employees, etc. -- the stockholders of such a corporation enjoy limited liability.You are not correct that most states do not recognize this form of business organization. However, with liberalization of the Internal Revenue Code's provisions with respect to employee benefit plans, few new organizations of this kind are now organized. If you are continuing to render professional services of the type that may only be rendered by a professional corporation -- such as medical or legal services -- you cannot convert your business to an ordinary business corporation. If you are not rendering such services and are otherwise eligible to convert, it should be possible to do so, although it is not clear why you would want to go to the effort of doing so. Please call my office at (203) 399-1320 to discuss your needs. We do these kinds of transactions all the time.
Answered on May 23rd, 2012 at 5:45 PM

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