This Notice is being sent with the 2004 Limited Liability Company Annual Statements and Reports to domestic and foreign limited liability companies and professional limited liability companies. This notice is a reminder that a limited liability company performing services in one of the learned professions must comply with article 9 of the Michigan Limited Liability Company Act, Public Act 23 of 1993, as amended.

"Services in a learned profession" is defined in section 102(2)(s) of the Act as "services rendered by a dentist, an osteopathic physician, a physician, a surgeon, a doctor of divinity or other clergy, or an attorney-at-law." Professional services not included in the definition of "services in a learned profession" may be rendered by either a limited liability company or a professional limited liability company.

A professional limited liability company may render 1 or more professional services, except as restricted by section 904 of the act or otherwise prohibited. Every member and manager of a professional limited liability company must be a licensed person in one or more of the professional services rendered by the company. If a professional limited liability company renders a professional service that is included in the Public Health Code all of the members and managers are required to be licensed or legally authorized in Michigan to render the same professional service. Questions regarding which professions licensed under different provisions of the Public Health Code that provide the same professional service will be directed to the Bureau of Health Services.

"Licensed person" is defined in section 902 of the Act as "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." Any member or manager who becomes disqualified to render the professional services rendered by the company must sever, within a reasonable time, all financial interests in the company.