Professional fiduciaries: professional corporations.

Existing law, the Professional Fiduciaries Act, establishes the Professional Fiduciaries Bureau within the Department of Consumer Affairs and requires the bureau to license and regulate professional fiduciaries, as specified. The Moscone-Knox Professional Corporation Act provides for the organization of a corporation under specified provisions of law for the purposes of qualifying as a professional corporation under that act and rendering professional services. The act defines professional services as services that may be lawfully rendered only pursuant to a license, certification, or registration authorized by the Business and Professions Code, the Chiropractic Act, or the Osteopathic Act. This bill would provide for the formation of licensed professional fiduciary corporations pursuant to the Moscone-Knox Professional Corporation Act, as specified, and would make these corporations subject to registration by the Professional Fiduciaries Bureau and payment of a licensure fee, as specified. The bill would provide that it is unprofessional conduct and a violation of the Professional Fiduciaries Act to violate, attempt to violate, directly or indirectly, or assist in or abet the violation of, or conspire to violate these provisions, the Moscone-Knox Professional Corporation Act, or any regulations duly adopted under those laws. The bill would require the name of a licensed professional fiduciary corporation and any name or names under which it may render professional services to contain the words "licensed professional fiduciary" and wording or abbreviations denoting corporate existence. The bill would require each director, shareholder, officer, or employee of a licensed professional fiduciary corporation who renders professional services to be a licensed person with regard to the professional services rendered and to also be a licensed professional fiduciary. The bill would prohibit the income of a licensed professional fiduciary corporation attributable to professional services rendered while a shareholder is a disqualified person, as defined, from accruing, in any manner, to the benefit of the shareholder or his or her shares in the licensed professional fiduciary corporation. The bill would require the bylaws of a licensed professional fiduciary corporation to include a provision that requires the capital stock of the corporation owned by a disqualified person, as defined, or a deceased person, to be sold to the corporation or to the remaining shareholders of the corporation within 60 days. The bill would require a licensed professional fiduciary corporation to maintain insurance coverage of at least $1,000,000 for claims against the corporation, as specified. The bill would require a licensed fiduciary corporation that is appointed as a guardian, conservator, personal representative, or trustee by a court to be liable for any licensed professional fiduciary who violates the powers and duties of those appointments while acting on behalf of the corporation. The bill would impose other various duties upon a licensed professional fiduciary corporation, as specified. The bill would provide authority to the bureau to enforce the provisions of this act, as specified, and in accordance with the Administrative Procedure Act. Existing law governing the administration of estates and trusts authorizes the appointment of a person as a personal representative of a decedent's estate, a guardian or conservator of a person or an estate, or a trustee. Existing law defines "person" to include a corporation for these purposes. This bill would provide that if a licensed professional fiduciary corporation is appointed as a guardian, conservator, trustee, or personal representative, each shareholder, officer, director, or employee of the corporation who is a licensed professional fiduciary may individually exercise the powers and duties of that appointment, as specified.