92 N.J.L.J. 313
May 15, 1969
Accountant: Certificate of Incorporation
May an accountant, not a member of the bar of New Jersey,
acting for another, prepare a Certificate of Incorporation for
filing with the Secretary of State of New Jersey?
It is the opinion of this Committee that such action constitutes the unauthorized practice of law.
The preparation of a corporate charter, by-laws and resolutions and related activities such as merging, consolidating and dissolving corporations, issuing corporate securities, increasing and decreasing capital stock all require expert legal skill and knowledge, and constitute the practice of law, Cape May Co. Bar Ass'n v. Ludlam, 45 N.J. 121 (1965). The Florida Bar v. Town, 174 So. 2d 395 (Fla. Sup. Ct. 1965); The Florida Bar v. Fuentes, 190 So. 2d 748 (Fla. Sup. Ct. 1966); Blair v. Motor Carrier Serv. Bureau, 40 Pa. D. & C. 413 (1939); Annotated cases, 151 A.L.R. 781, 125 A.L.R. 1173. The fact that the certificate of incorporation follows a prepared form available to the public generally will not mitigate the offense of unlawful practice, since the discretion and judgment exercised in determining the proper contents and the consequences thereof fall within the province of an attorney. New Jersey Bar Ass'n v. Northern N.J. Mtge. Associates, 32 N.J. 430 (1960), 125 A.L.R. 1173, 1177, citing Clark v. Reardon, 231 Mo. App. 666, 104 S.W. 2d 407 (Kansas City Ct. App. 1937).