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Closely held corporations
Those incorporated in another state
Purpose is statutorily limited to rendering of professional services
Shareholders must be members of the profession
Does not shield employees from liabilities arising from own malpractice, but does against other members' malpractice.
Limited liability company
Enjoys pass-through status of partnership and limited liability of corporation.
- Created by filing articals of organization with state.
- Membership not restricted in number
- May be directly managed my its members
- Members generally not liable as members for LLCs obligations.
- Profits and losses allocated according to agreement, or according to each member's contributions to the LLC
- Transfer of membership only transfers interest in profits and losses, not management ability
- Members may be able to bring derivative suits.