[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"guide-payload-california-professional-corporation-guide":3},{"id":4,"cmsSource":5,"title":6,"slug":7,"butterSlug":8,"category":9,"state":10,"legalPage":11,"author":8,"tldr":8,"costBreakdown":2047,"summary":8,"featuredImage":8,"featuredImageUrl":8,"featuredImageAlt":8,"hero":2048,"headerOverride":2049,"tocTitle":8,"hideToc":8,"body":2050,"categories":2460,"tags":2461,"primaryProduct":2462,"meta":2463,"updatedAt":691,"createdAt":692,"_status":693},588,"payload","How to Start a Professional Corporation in California","california-professional-corporation-guide",null,"business","CA",{"id":12,"cmsSource":5,"title":13,"slug":14,"productSlug":8,"documentType":15,"butterSlug":8,"previewPath":8,"relatedGuide":16,"quickLinks":694,"hero":695,"sections":722,"sidebarAd":2030,"meta":2032,"disclaimer":8,"legacyDisclaimerHtml":8,"updatedAt":2045,"createdAt":2046,"_status":693},166,"California Professional Corporation","california-professional-corporation","other",{"id":4,"cmsSource":5,"title":6,"slug":7,"butterSlug":8,"category":9,"state":10,"legalPage":12,"author":8,"tldr":8,"costBreakdown":17,"summary":8,"featuredImage":8,"featuredImageUrl":8,"featuredImageAlt":8,"hero":18,"headerOverride":20,"tocTitle":8,"hideToc":8,"body":23,"categories":685,"tags":686,"primaryProduct":687,"meta":688,"updatedAt":691,"createdAt":692,"_status":693},[],{"overline":8,"title":6,"subtitle":19},"Start your California professional corporation in minutes!",{"title":8,"link":21,"cta":22},"https:\u002F\u002Fwww.legalnature.com\u002Fcategories\u002Fbusiness-formation\u002Fcalifornia-professional-corporation","Get Started",[24,45,68,93,98,115,120,164,167,173,176,182,185,197,200,212,227,282,287,318,331,344,359,384,387,401,434,438,451,482,487,509,513,526,530,539,541,558,573,591,595,662,683],{"id":25,"content":26,"legacyHtml":8,"blockName":8,"blockType":44},"6a30ab5bd933f3780ceb5a15",{"root":27},{"type":28,"format":29,"indent":30,"version":31,"children":32,"direction":8},"root","",0,1,[33,40],{"type":34,"format":29,"indent":30,"version":31,"children":35,"direction":8,"textStyle":29,"textFormat":31},"paragraph",[36],{"mode":37,"text":38,"type":39,"style":29,"detail":30,"format":31,"version":31},"normal","A California professional corporation is a specific type of corporation that licensed professionals such as physicians, attorneys, dentists, psychologists, and engineers are required to form when incorporating their practice in California.","text",{"type":34,"format":29,"indent":30,"version":31,"children":41,"direction":8,"textStyle":29,"textFormat":30},[42],{"mode":37,"text":43,"type":39,"style":29,"detail":30,"format":30,"version":31},"Governed by the Moscone-Knox Professional Corporation Act (Cal. Corp. Code §§ 13400–13410), a professional corporation differs from a regular corporation in that ownership is restricted to licensed professionals in the same field. Unlike many other states, California does not allow professionals to form a Professional Limited Liability Company (PLLC). The professional corporation is the primary incorporation option available to most licensed professionals in the state.","guide-rich-text",{"id":46,"content":47,"legacyHtml":8,"blockName":8,"blockType":44},"6a30ac20d933f3780ceb5a16",{"root":48},{"type":28,"format":29,"indent":30,"version":31,"children":49,"direction":8},[50,56,60,64],{"tag":51,"type":52,"format":29,"indent":30,"version":31,"children":53,"direction":8},"h2","heading",[54],{"mode":37,"text":55,"type":39,"style":29,"detail":30,"format":30,"version":31},"Introduction",{"type":34,"format":29,"indent":30,"version":31,"children":57,"direction":8,"textStyle":29,"textFormat":30},[58],{"mode":37,"text":59,"type":39,"style":29,"detail":30,"format":30,"version":31},"If you are a licensed professional in California and you want to incorporate your practice, you have probably come across the term \"PLLC\" in your research. Here is what you need to know upfront: California does not allow PLLCs. State law expressly prohibits licensed professionals from rendering services through a limited liability company, which means the PLLC option that exists in many other states is simply not available here.",{"type":34,"format":29,"indent":30,"version":31,"children":61,"direction":8,"textStyle":29,"textFormat":30},[62],{"mode":37,"text":63,"type":39,"style":29,"detail":30,"format":30,"version":31},"For most licensed professionals in California the professional corporation is the correct and required entity type when incorporating.",{"type":34,"format":29,"indent":30,"version":31,"children":65,"direction":8,"textStyle":29,"textFormat":30},[66],{"mode":37,"text":67,"type":39,"style":29,"detail":30,"format":30,"version":31},"Understanding what a professional corporation is, who needs one, and how to form one correctly is essential before you start the process, because California's requirements involve two separate tracks: filing with the Secretary of State and registering with your professional licensing board.",{"id":69,"content":70,"legacyHtml":8,"blockName":8,"blockType":44},"6a30aca7d933f3780ceb5a18",{"root":71},{"type":28,"format":29,"indent":30,"version":31,"children":72,"direction":8},[73,77,81,85,89],{"tag":51,"type":52,"format":29,"indent":30,"version":31,"children":74,"direction":8},[75],{"mode":37,"text":76,"type":39,"style":29,"detail":30,"format":30,"version":31},"What Is a Professional Corporation in California?",{"type":34,"format":29,"indent":30,"version":31,"children":78,"direction":8,"textStyle":29,"textFormat":31},[79],{"mode":37,"text":80,"type":39,"style":29,"detail":30,"format":31,"version":31},"A California professional corporation is a corporation formed specifically to provide licensed professional services, governed by the Moscone-Knox Professional Corporation Act under California Corporations Code §§ 13400–13410.",{"type":34,"format":29,"indent":30,"version":31,"children":82,"direction":8,"textStyle":29,"textFormat":30},[83],{"mode":37,"text":84,"type":39,"style":29,"detail":30,"format":30,"version":31},"Unlike a regular corporation, which can be formed by anyone for any lawful business purpose, a professional corporation is restricted to licensed professionals in a single field. A group of physicians can form a medical professional corporation. A group of attorneys can form a law corporation. What they cannot do is combine into a single entity. The Moscone-Knox Act limits each professional corporation to rendering one type of professional service.",{"type":34,"format":29,"indent":30,"version":31,"children":86,"direction":8,"textStyle":29,"textFormat":30},[87],{"mode":37,"text":88,"type":39,"style":29,"detail":30,"format":30,"version":31},"The Moscone-Knox Act defines \"professional services\" broadly: any service that can only be lawfully provided under a license, certification, or registration authorized by the Business and Professions Code, the Chiropractic Act, or the Osteopathic Act. If your profession requires a state-issued license to practice, there is a strong likelihood that a professional corporation is the required structure if you choose to incorporate.",{"type":34,"format":29,"indent":30,"version":31,"children":90,"direction":8,"textStyle":29,"textFormat":30},[91],{"mode":37,"text":92,"type":39,"style":29,"detail":30,"format":30,"version":31},"One important misconception to clear up early: a professional corporation limits your personal liability for ordinary business debts and the professional errors of your co-owners, but it does not protect you from personal liability for your own malpractice. California courts and licensing boards hold individual professionals personally accountable for their own professional conduct, regardless of the corporate structure they practice through. Incorporating as a professional corporation is still valuable as it provides protection from business creditors and from the negligence of other shareholders, but it is not a shield against your own professional errors.",{"id":94,"body":95,"linkText":22,"linkUrl":96,"blockName":8,"blockType":97},"6a30ad20d933f3780ceb5a19","Learn more about the differences between professional corporations and regular corporations.","https:\u002F\u002Fwww.legalnature.com\u002Fguides\u002Fcorporation-vs-professional-corporation","guide-featured-link",{"id":99,"content":100,"legacyHtml":8,"blockName":8,"blockType":44},"6a30adb5d933f3780ceb5a1a",{"root":101},{"type":28,"format":29,"indent":30,"version":31,"children":102,"direction":8},[103,107,111],{"tag":51,"type":52,"format":29,"indent":30,"version":31,"children":104,"direction":8},[105],{"mode":37,"text":106,"type":39,"style":29,"detail":30,"format":30,"version":31},"Do You Need a Professional Corporation in California?",{"type":34,"format":29,"indent":30,"version":31,"children":108,"direction":8,"textStyle":29,"textFormat":31},[109],{"mode":37,"text":110,"type":39,"style":29,"detail":30,"format":31,"version":31},"Whether you are required to form a professional corporation in California depends on your specific licensed profession and how you intend to structure your business.",{"type":34,"format":29,"indent":30,"version":31,"children":112,"direction":8,"textStyle":29,"textFormat":30},[113],{"mode":37,"text":114,"type":39,"style":29,"detail":30,"format":30,"version":31},"California law requires licensed professionals in most regulated fields to use a professional corporation rather than a regular corporation or LLC when incorporating their practice. The Moscone-Knox Act covers a broad range of licensed fields. Below is an inclusive, but not exhaustive, list of professions that must use a professional corporation structure in California when incorporating:",{"id":116,"level":117,"text":118,"anchorId":8,"blockName":8,"blockType":119},"6a30ae06d933f3780ceb5a1b","h3","Healthcare Professions","guide-heading",{"id":121,"variant":122,"blockName":8,"items":123,"blockType":163},"6a30ae15d933f3780ceb5a1c","plus",[124,127,130,133,136,139,142,145,148,151,154,157,160],{"id":125,"text":126},"6a30ae18d933f3780ceb5a1d","Licensed physicians and surgeons",{"id":128,"text":129},"6a30ae1dd933f3780ceb5a1e","Licensed podiatrists",{"id":131,"text":132},"6a30ae20d933f3780ceb5a1f","Licensed dentists, registered dental hygienists, registered dental assistants",{"id":134,"text":135},"6a30ae24d933f3780ceb5a20","Licensed psychologists",{"id":137,"text":138},"6a30ae28d933f3780ceb5a21","Registered nurses",{"id":140,"text":141},"6a30ae2cd933f3780ceb5a22","Licensed marriage and family therapists",{"id":143,"text":144},"6a30ae2fd933f3780ceb5a23","Licensed clinical social workers",{"id":146,"text":147},"6a30ae33d933f3780ceb5a24","Licensed professional clinical counselors",{"id":149,"text":150},"6a30ae3ad933f3780ceb5a25","Licensed physician assistants",{"id":152,"text":153},"6a30ae3fd933f3780ceb5a26","Licensed chiropractors",{"id":155,"text":156},"6a30ae45d933f3780ceb5a27","Licensed acupuncturists",{"id":158,"text":159},"6a30ae48d933f3780ceb5a28","Licensed physical therapists",{"id":161,"text":162},"6a30ae4ed933f3780ceb5a29","Licensed optometrists","guide-bullet-list",{"id":165,"level":117,"text":166,"anchorId":8,"blockName":8,"blockType":119},"6a30ae8bd933f3780ceb5a2e","Legal",{"id":168,"variant":122,"blockName":8,"items":169,"blockType":163},"6a30ae94d933f3780ceb5a2f",[170],{"id":171,"text":172},"6a30ae97d933f3780ceb5a30","Attorneys at law",{"id":174,"level":117,"text":175,"anchorId":8,"blockName":8,"blockType":119},"6a30aea5d933f3780ceb5a31","Financial and Business",{"id":177,"variant":122,"blockName":8,"items":178,"blockType":163},"6a30aeb4d933f3780ceb5a32",[179],{"id":180,"text":181},"6a30aeb8d933f3780ceb5a33","Certified public accountants (CPAs)",{"id":183,"level":117,"text":184,"anchorId":8,"blockName":8,"blockType":119},"6a30aec7d933f3780ceb5a34","Design, Engineering, and Technical",{"id":186,"variant":122,"blockName":8,"items":187,"blockType":163},"6a30aed0d933f3780ceb5a35",[188,191,194],{"id":189,"text":190},"6a30aed5d933f3780ceb5a36","Licensed architects",{"id":192,"text":193},"6a30aed8d933f3780ceb5a37","Licensed engineers",{"id":195,"text":196},"6a30aedcd933f3780ceb5a38","Licensed land surveyors",{"id":198,"level":117,"text":199,"anchorId":8,"blockName":8,"blockType":119},"6a30aee5d933f3780ceb5a39","Other",{"id":201,"variant":122,"blockName":8,"items":202,"blockType":163},"6a30aeeed933f3780ceb5a3a",[203,206,209],{"id":204,"text":205},"6a30aef0d933f3780ceb5a3b","Licensed shorthand court reporters",{"id":207,"text":208},"6a30aef6d933f3780ceb5a3c","Licensed speech-language pathologists",{"id":210,"text":211},"6a30aef9d933f3780ceb5a3d","Licensed veterinarians",{"id":213,"content":214,"legacyHtml":8,"blockName":8,"blockType":44},"6a30af1dd933f3780ceb5a3e",{"root":215},{"type":28,"format":29,"indent":30,"version":31,"children":216,"direction":8},[217,221],{"type":34,"format":29,"indent":30,"version":31,"children":218,"direction":8,"textStyle":29,"textFormat":30},[219],{"mode":37,"text":220,"type":39,"style":29,"detail":30,"format":30,"version":31},"If your profession is not on this list, you may still be subject to professional corporation requirements — or you may have additional options. The best first step is to confirm with your professional licensing board which entity types are permitted for your field.",{"type":34,"format":29,"indent":30,"version":31,"children":222,"direction":8,"textStyle":29,"textFormat":31},[223,225],{"mode":37,"text":224,"type":39,"style":29,"detail":30,"format":31,"version":31},"What about attorneys and accountants?",{"mode":37,"text":226,"type":39,"style":29,"detail":30,"format":30,"version":31}," Attorneys and public accountants have one additional option: the Registered Limited Liability Partnership (RLLP), formed by filing Form LLP-1 with the California Secretary of State. RLLPs offer pass-through taxation and certain liability protections, but they function differently from corporations and are only available to these two professions.",{"id":228,"content":229,"legacyHtml":8,"blockName":8,"blockType":44},"6a30b04ed933f3780ceb5a3f",{"root":230},{"type":28,"format":29,"indent":30,"version":31,"children":231,"direction":8},[232,236,240,244,248,252,278],{"tag":51,"type":52,"format":29,"indent":30,"version":31,"children":233,"direction":8},[234],{"mode":37,"text":235,"type":39,"style":29,"detail":30,"format":30,"version":31},"Can You Form a PLLC in California?",{"type":34,"format":29,"indent":30,"version":31,"children":237,"direction":8,"textStyle":29,"textFormat":31},[238],{"mode":37,"text":239,"type":39,"style":29,"detail":30,"format":31,"version":31},"No. California does not permit professionals to form a Professional Limited Liability Company (PLLC). California Corporations Code § 17701.04(e) expressly prohibits both domestic and foreign LLCs from rendering professional services in California, and the PLLC entity type exists under California law.",{"type":34,"format":29,"indent":30,"version":31,"children":241,"direction":8,"textStyle":29,"textFormat":30},[242],{"mode":37,"text":243,"type":39,"style":29,"detail":30,"format":30,"version":31},"This surprises many licensed professionals, particularly those relocating from other states where they operated through a PLLC. In most states, a PLLC is the LLC equivalent for licensed professionals providing flexible management, pass-through taxation, and some degree of liability protection. California has specifically chosen not to make this structure available.",{"type":34,"format":29,"indent":30,"version":31,"children":245,"direction":8,"textStyle":29,"textFormat":30},[246],{"mode":37,"text":247,"type":39,"style":29,"detail":30,"format":30,"version":31},"The reason comes down to professional accountability. California's Legislature has determined that licensed professionals should remain personally accountable for their professional conduct and should not be able to limit that liability through an LLC structure. The professional corporation achieves a different balance: it provides corporate liability protections for business debts and the errors of other shareholders, while preserving individual professional accountability.",{"type":34,"format":29,"indent":30,"version":31,"children":249,"direction":8,"textStyle":29,"textFormat":31},[250],{"mode":37,"text":251,"type":39,"style":29,"detail":30,"format":31,"version":31},"The available alternatives for California licensed professionals are:",{"tag":253,"type":254,"start":31,"format":29,"indent":30,"version":31,"children":255,"listType":277,"direction":8,"textFormat":31},"ul","list",[256,263,270],{"type":257,"value":31,"format":29,"indent":30,"version":31,"children":258,"direction":8},"listitem",[259,261],{"mode":37,"text":260,"type":39,"style":29,"detail":30,"format":31,"version":31},"Professional Corporation (PC):",{"mode":37,"text":262,"type":39,"style":29,"detail":30,"format":30,"version":31}," Available to the broad range of professions covered by the Moscone-Knox Act. This is the primary option for most licensed professionals..",{"type":257,"value":264,"format":29,"indent":30,"version":31,"children":265,"direction":8},2,[266,268],{"mode":37,"text":267,"type":39,"style":29,"detail":30,"format":31,"version":31},"Registered Limited Liability Partnership (RLLP):",{"mode":37,"text":269,"type":39,"style":29,"detail":30,"format":30,"version":31}," Available only to attorneys and public accountants. Offers pass-through taxation but different governance and liability rules than a PC.",{"type":257,"value":271,"format":29,"indent":30,"version":31,"children":272,"direction":8},3,[273,275],{"mode":37,"text":274,"type":39,"style":29,"detail":30,"format":31,"version":31},"Sole proprietorship or general partnership:",{"mode":37,"text":276,"type":39,"style":29,"detail":30,"format":30,"version":31}," Available but provides no liability protection and is generally not recommended for established practices.","bullet",{"type":34,"format":29,"indent":30,"version":31,"children":279,"direction":8,"textStyle":29,"textFormat":30},[280],{"mode":37,"text":281,"type":39,"style":29,"detail":30,"format":30,"version":31},"For most licensed professionals in California, the Professional Corporation is the correct path forward.",{"id":283,"variant":284,"productName":13,"link":8,"cta":22,"message":285,"blockName":8,"blockType":286},"6a3181f7f3897b11432a312b","document","Create your California professional corporation in minutes.","guide-product-cta",{"id":288,"content":289,"legacyHtml":8,"blockName":8,"blockType":44},"6a31821ff3897b11432a312c",{"root":290},{"type":28,"format":29,"indent":30,"version":31,"children":291,"direction":8},[292,296,300,304,308,312],{"tag":51,"type":52,"format":29,"indent":30,"version":31,"children":293,"direction":8},[294],{"mode":37,"text":295,"type":39,"style":29,"detail":30,"format":30,"version":31},"California Professional Corporation Ownership Rules",{"type":34,"format":29,"indent":30,"version":31,"children":297,"direction":8,"textStyle":29,"textFormat":31},[298],{"mode":37,"text":299,"type":39,"style":29,"detail":30,"format":31,"version":31},"California law imposes strict ownership requirements on professional corporations: at least 51% of shares must be held by licensed professionals in the corporation's primary profession, and no unlicensed individuals may hold shares.",{"type":34,"format":29,"indent":30,"version":31,"children":301,"direction":8,"textStyle":29,"textFormat":30},[302],{"mode":37,"text":303,"type":39,"style":29,"detail":30,"format":30,"version":31},"This rule comes from California Corporations Code § 13401.5 and is one of the most important distinctions between a professional corporation and a regular corporation. Here is how it works in practice:",{"type":34,"format":29,"indent":30,"version":31,"children":305,"direction":8,"textStyle":29,"textFormat":30},[306],{"mode":37,"text":307,"type":39,"style":29,"detail":30,"format":30,"version":31},"The majority ownership rule means that a medical professional corporation, for example, must have at least 51% of its shares held by licensed physicians. The remaining up to 49% of shares may be held by other qualifying licensed professionals listed in the statute — in the case of a medical PC, this can include registered nurses, chiropractors, psychologists, physician assistants, and certain other allied health professionals. The specific allied professions permitted to hold minority shares vary by the PC's primary profession.",{"type":34,"format":29,"indent":30,"version":31,"children":309,"direction":8,"textStyle":29,"textFormat":30},[310],{"mode":37,"text":311,"type":39,"style":29,"detail":30,"format":30,"version":31},"No unlicensed (lay) person may hold shares in a California professional corporation. There is one narrow statutory exception: a non-licensee may serve in an assistant secretary or assistant treasurer role under Cal. Corp. Code § 13403, but this does not include share ownership.",{"type":34,"format":29,"indent":30,"version":31,"children":313,"direction":8,"textStyle":29,"textFormat":31},[314,316],{"mode":37,"text":315,"type":39,"style":29,"detail":30,"format":31,"version":31},"What happens if a shareholder loses their license?",{"mode":37,"text":317,"type":39,"style":29,"detail":30,"format":30,"version":31}," If a shareholder becomes disqualified by losing their professional license or other disciplinary action, the corporation is generally required to acquire that shareholder's shares within a specified period. Failure to do so can result in administrative consequences from the relevant licensing board.",{"id":319,"content":320,"legacyHtml":8,"blockName":8,"blockType":44},"6a318337f3897b11432a3130",{"root":321},{"type":28,"format":29,"indent":30,"version":31,"children":322,"direction":8},[323,327],{"tag":51,"type":52,"format":29,"indent":30,"version":31,"children":324,"direction":8},[325],{"mode":37,"text":326,"type":39,"style":29,"detail":30,"format":30,"version":31},"How to Form a Professional Corporation in California: Step by Step",{"type":34,"format":29,"indent":30,"version":31,"children":328,"direction":8,"textStyle":29,"textFormat":31},[329],{"mode":37,"text":330,"type":39,"style":29,"detail":30,"format":31,"version":31},"There are 9 steps to forming a professional corporation in California, spanning two parallel tracks: filing with the California Secretary of State and registering with your professional licensing board.",{"id":332,"content":333,"legacyHtml":8,"blockName":8,"blockType":44},"6a31838cf3897b11432a3133",{"root":334},{"type":28,"format":29,"indent":30,"version":31,"children":335,"direction":8},[336,340],{"tag":117,"type":52,"format":29,"indent":30,"version":31,"children":337,"direction":8},[338],{"mode":37,"text":339,"type":39,"style":29,"detail":30,"format":30,"version":31},"Step 1: Confirm your profession requires a professional corporation",{"type":34,"format":29,"indent":30,"version":31,"children":341,"direction":8,"textStyle":29,"textFormat":30},[342],{"mode":37,"text":343,"type":39,"style":29,"detail":30,"format":30,"version":31},"Review the list of professions covered by the Moscone-Knox Act (Cal. Corp. Code § 13401) and confirm with your licensing board that a professional corporation is the correct — and required — entity type for your field. Some professions have additional board-specific guidance that goes beyond the Corporations Code.",{"id":345,"content":346,"legacyHtml":8,"blockName":8,"blockType":44},"6a3183bbf3897b11432a3134",{"root":347},{"type":28,"format":29,"indent":30,"version":31,"children":348,"direction":8},[349,355],{"tag":117,"type":52,"format":29,"indent":30,"version":31,"children":350,"direction":8},[351,353],{"mode":37,"text":352,"type":39,"style":29,"detail":30,"format":31,"version":31},"Step 2: Choose and verify your business name",{"mode":37,"text":354,"type":39,"style":29,"detail":30,"format":30,"version":31}," ",{"type":34,"format":29,"indent":30,"version":31,"children":356,"direction":8,"textStyle":29,"textFormat":30},[357],{"mode":37,"text":358,"type":39,"style":29,"detail":30,"format":30,"version":31},"Your professional corporation's name must be distinguishable from all other business entity names on file with the California Secretary of State (SOS). It cannot include words like \"bank,\" \"trust,\" or \"trustee\" without regulatory approval, and it cannot deceive the public about the nature of the business. Many licensing boards impose additional naming requirements — for example, law corporations must include \"A Professional Corporation\" or a similar designation, and medical corporations have their own naming conventions. You can check name availability through the SOS bizfile online portal",{"id":360,"content":361,"legacyHtml":8,"blockName":8,"blockType":44},"6a3183eff3897b11432a3135",{"root":362},{"type":28,"format":29,"indent":30,"version":31,"children":363,"direction":8},[364,380],{"tag":117,"type":52,"format":29,"indent":30,"version":31,"children":365,"direction":8},[366,368,378],{"mode":37,"text":367,"type":39,"style":29,"detail":30,"format":31,"version":31},"Step 3: File ",{"id":369,"type":370,"fields":371,"format":29,"indent":30,"version":271,"children":375,"direction":8},"6a3187a947864f4bf3a641a7","link",{"url":372,"newTab":373,"linkType":374},"https:\u002F\u002Fwww.legalnature.com\u002Fcategories\u002Fbusiness-formation\u002Farticles-of-incorporation",false,"custom",[376],{"mode":37,"text":377,"type":39,"style":29,"detail":30,"format":31,"version":31},"Articles of Incorporation",{"mode":37,"text":379,"type":39,"style":29,"detail":30,"format":31,"version":31}," with the California Secretary of State",{"type":34,"format":29,"indent":30,"version":31,"children":381,"direction":8,"textStyle":29,"textFormat":30},[382],{"mode":37,"text":383,"type":39,"style":29,"detail":30,"format":30,"version":31},"File Form ARTS-PC (Articles of Incorporation of a Professional Corporation) with the California SOS. You can file online through the bizfile online portal or by mail. The articles must identify the professional purpose of the corporation specifically and include a statement that the corporation is organized under the Moscone-Knox Professional Corporation Act. Utilizing LegalNature's professional corporation formation service will streamline this step for you.",{"id":385,"variant":284,"productName":13,"link":8,"cta":22,"message":386,"blockName":8,"blockType":286},"6a318444f3897b11432a3136","Ready to create your California professional corporation?",{"id":388,"content":389,"legacyHtml":8,"blockName":8,"blockType":44},"6a3184bbf3897b11432a3137",{"root":390},{"type":28,"format":29,"indent":30,"version":31,"children":391,"direction":8},[392,397],{"tag":117,"type":52,"format":29,"indent":30,"version":31,"children":393,"direction":8},[394,396],{"mode":37,"text":395,"type":39,"style":29,"detail":30,"format":31,"version":31},"Step 4: Register with your professional licensing board",{"mode":37,"text":354,"type":39,"style":29,"detail":30,"format":30,"version":31},{"type":34,"format":29,"indent":30,"version":31,"children":398,"direction":8,"textStyle":29,"textFormat":30},[399],{"mode":37,"text":400,"type":39,"style":29,"detail":30,"format":30,"version":31},"This step runs parallel to your SOS filing and is equally required. Under Cal. Corp. Code § 13401(b), professional corporations in California must typically register with the state agency that manages its profession and must maintain a valid certificate of registration from that agency throughout its existence. The Medical Board of California, the State Bar of California, the California Board of Accountancy, and every other relevant board each have their own registration process, timeline, and fee structure. Contact your licensing board directly to initiate this process at the same time as or immediately after your SOS filing.",{"id":402,"content":403,"legacyHtml":8,"blockName":8,"blockType":44},"6a3186ecf3897b11432a3138",{"root":404},{"type":28,"format":29,"indent":30,"version":31,"children":405,"direction":8},[406,417,421],{"tag":117,"type":52,"format":29,"indent":30,"version":31,"children":407,"direction":8},[408,410],{"mode":37,"text":409,"type":39,"style":29,"detail":30,"format":31,"version":31},"Step 5: Prepare ",{"id":411,"type":370,"fields":412,"format":29,"indent":30,"version":271,"children":414,"direction":8},"6a31872947864f4bf3a641a5",{"url":413,"newTab":373,"linkType":374},"https:\u002F\u002Fwww.legalnature.com\u002Fcategories\u002Fbusiness-formation\u002Fcorporate-bylaws",[415],{"mode":37,"text":416,"type":39,"style":29,"detail":30,"format":31,"version":31},"corporate bylaws",{"type":34,"format":29,"indent":30,"version":31,"children":418,"direction":8,"textStyle":29,"textFormat":30},[419],{"mode":37,"text":420,"type":39,"style":29,"detail":30,"format":30,"version":31},"Bylaws are the internal governing rules of your professional corporation. They are not filed with the California SOS, but they are effectively required for your corporation to operate and some licensing boards require that your bylaws contain specific language. Your bylaws should address the roles and responsibilities of directors and officers, procedures for meetings, policies for issuing and transferring shares, and provisions for handling a shareholder's loss of licensure. It is also advisable to adopt a shareholder agreement addressing transfer restrictions and dispute resolution procedures.",{"type":34,"format":29,"indent":30,"version":31,"children":422,"direction":8,"textStyle":29,"textFormat":30},[423,425,432],{"mode":37,"text":424,"type":39,"style":29,"detail":30,"format":30,"version":31},"Read more about corporate bylaws ",{"id":426,"type":370,"fields":427,"format":29,"indent":30,"version":271,"children":429,"direction":8},"6a31874547864f4bf3a641a6",{"url":428,"newTab":373,"linkType":374},"https:\u002F\u002Fwww.legalnature.com\u002Fguides\u002Fwhat-are-corporate-bylaws",[430],{"mode":37,"text":431,"type":39,"style":29,"detail":30,"format":30,"version":31},"here",{"mode":37,"text":433,"type":39,"style":29,"detail":30,"format":30,"version":31},".",{"id":435,"variant":284,"productName":436,"link":437,"cta":22,"message":8,"blockName":8,"blockType":286},"6a318749f3897b11432a3139","Corporate Bylaws","https:\u002F\u002Fwww.legalnature.com\u002Fdocuments\u002Fcreate\u002Fcorporate-bylaws",{"id":439,"content":440,"legacyHtml":8,"blockName":8,"blockType":44},"6a318772f3897b11432a313a",{"root":441},{"type":28,"format":29,"indent":30,"version":31,"children":442,"direction":8},[443,447],{"tag":117,"type":52,"format":29,"indent":30,"version":31,"children":444,"direction":8},[445],{"mode":37,"text":446,"type":39,"style":29,"detail":30,"format":31,"version":31},"Step 6: File a Statement of Information",{"type":34,"format":29,"indent":30,"version":31,"children":448,"direction":8,"textStyle":29,"textFormat":30},[449],{"mode":37,"text":450,"type":39,"style":29,"detail":30,"format":30,"version":31},"Within 90 days of incorporation, you must file a Statement of Information with the California SOS. The statement includes your corporation's officers, directors, registered agent, business address, and business type.",{"id":452,"content":453,"legacyHtml":8,"blockName":8,"blockType":44},"6a3187c2f3897b11432a313b",{"root":454},{"type":28,"format":29,"indent":30,"version":31,"children":455,"direction":8},[456,467,471],{"tag":117,"type":52,"format":29,"indent":30,"version":31,"children":457,"direction":8},[458,460],{"mode":37,"text":459,"type":39,"style":29,"detail":30,"format":31,"version":31},"Step 7: Appoint a ",{"id":461,"type":370,"fields":462,"format":29,"indent":30,"version":271,"children":464,"direction":8},"6a3187e347864f4bf3a641a8",{"url":463,"newTab":373,"linkType":374},"https:\u002F\u002Fwww.legalnature.com\u002Fregistered-agent",[465],{"mode":37,"text":466,"type":39,"style":29,"detail":30,"format":31,"version":31},"registered agent",{"type":34,"format":29,"indent":30,"version":31,"children":468,"direction":8,"textStyle":29,"textFormat":30},[469],{"mode":37,"text":470,"type":39,"style":29,"detail":30,"format":30,"version":31},"Your professional corporation must designate a registered agent: a person or company who agrees to accept service of process and other legal notices on behalf of the corporation in California. The registered agent must have a physical street address in California (not a P.O. box). You can serve as your own registered agent or use a professional registered agent service. LegalNature's registered agent service is available across all 50 states and the District of Columbia.",{"type":34,"format":29,"indent":30,"version":31,"children":472,"direction":8,"textStyle":29,"textFormat":30},[473,475,481],{"mode":37,"text":474,"type":39,"style":29,"detail":30,"format":30,"version":31},"Read more about using a professional registered agent service ",{"id":476,"type":370,"fields":477,"format":29,"indent":30,"version":271,"children":479,"direction":8},"6a31882e47864f4bf3a641a9",{"url":478,"newTab":373,"linkType":374},"https:\u002F\u002Fwww.legalnature.com\u002Fguides\u002Fwhy-use-a-professional-registered-agent-service",[480],{"mode":37,"text":431,"type":39,"style":29,"detail":30,"format":30,"version":31},{"mode":37,"text":433,"type":39,"style":29,"detail":30,"format":30,"version":31},{"id":483,"variant":284,"productName":484,"link":485,"cta":22,"message":486,"blockName":8,"blockType":286},"6a318831f3897b11432a313c","Registered Agent Service","https:\u002F\u002Fwww.legalnature.com\u002Forders\u002Fcreate\u002Fregistered-agent","Let us serve as your Registered Agent.",{"id":488,"content":489,"legacyHtml":8,"blockName":8,"blockType":44},"6a318890f3897b11432a313d",{"root":490},{"type":28,"format":29,"indent":30,"version":31,"children":491,"direction":8},[492,505],{"tag":117,"type":52,"format":29,"indent":30,"version":31,"children":493,"direction":8},[494,496,503],{"mode":37,"text":495,"type":39,"style":29,"detail":30,"format":31,"version":31},"Step 8: Obtain an ",{"id":497,"type":370,"fields":498,"format":29,"indent":30,"version":271,"children":500,"direction":8},"6a3188a747864f4bf3a641aa",{"url":499,"newTab":373,"linkType":374},"https:\u002F\u002Fwww.legalnature.com\u002Fcategories\u002Fbusiness-services\u002Femployer-identification-number",[501],{"mode":37,"text":502,"type":39,"style":29,"detail":30,"format":31,"version":31},"Employer Identification Number",{"mode":37,"text":504,"type":39,"style":29,"detail":30,"format":31,"version":31}," (EIN)",{"type":34,"format":29,"indent":30,"version":31,"children":506,"direction":8,"textStyle":29,"textFormat":30},[507],{"mode":37,"text":508,"type":39,"style":29,"detail":30,"format":30,"version":31},"An EIN is your corporation's federal tax identification number, the business equivalent of a Social Security number. You will need it to open a business bank account, hire employees, and file tax returns.",{"id":510,"variant":284,"productName":502,"link":511,"cta":22,"message":512,"blockName":8,"blockType":286},"6a3188bdf3897b11432a313e","https:\u002F\u002Fwww.legalnature.com\u002Forders\u002Fcreate\u002Femployer-identification-number","Let us help you retrieve your EIN.",{"id":514,"content":515,"legacyHtml":8,"blockName":8,"blockType":44},"6a3188e0f3897b11432a313f",{"root":516},{"type":28,"format":29,"indent":30,"version":31,"children":517,"direction":8},[518,522],{"tag":117,"type":52,"format":29,"indent":30,"version":31,"children":519,"direction":8},[520],{"mode":37,"text":521,"type":39,"style":29,"detail":30,"format":31,"version":31},"Step 9: Consider an S corporation tax election",{"type":34,"format":29,"indent":30,"version":31,"children":523,"direction":8,"textStyle":29,"textFormat":30},[524],{"mode":37,"text":525,"type":39,"style":29,"detail":30,"format":30,"version":31},"By default, your professional corporation will be taxed as a C corporation. However, professional corporations that meet IRS eligibility requirements can elect S corporation status by filing IRS Form 2553 with the Internal Revenue Service. When a federal S corp election is made, California automatically recognizes it and no separate California election form is required.",{"id":527,"body":528,"linkText":22,"linkUrl":529,"blockName":8,"blockType":97},"6a318917f3897b11432a3140","Learn more about the difference between C corp and S corp tax treatment.","https:\u002F\u002Fwww.legalnature.com\u002Fguides\u002Fs-corp-vs-c-corp",{"id":531,"content":532,"legacyHtml":8,"blockName":8,"blockType":44},"6a31897af3897b11432a3141",{"root":533},{"type":28,"format":29,"indent":30,"version":31,"children":534,"direction":8},[535],{"type":34,"format":29,"indent":30,"version":31,"children":536,"direction":8,"textStyle":29,"textFormat":30},[537],{"mode":37,"text":538,"type":39,"style":29,"detail":30,"format":30,"version":31},"LegalNature's business filing and formation services can combine several of these steps into a single service, streamlining the professional corporation formation process and saving you time.",{"id":540,"variant":284,"productName":13,"link":8,"cta":22,"message":386,"blockName":8,"blockType":286},"6a318aedf3897b11432a3142",{"id":542,"content":543,"legacyHtml":8,"blockName":8,"blockType":44},"6a318b2ef3897b11432a3143",{"root":544},{"type":28,"format":29,"indent":30,"version":31,"children":545,"direction":8},[546,550,554],{"tag":51,"type":52,"format":29,"indent":30,"version":31,"children":547,"direction":8},[548],{"mode":37,"text":549,"type":39,"style":29,"detail":30,"format":30,"version":31},"Ongoing Compliance Requirements for California Professional Corporations",{"type":34,"format":29,"indent":30,"version":31,"children":551,"direction":8,"textStyle":29,"textFormat":31},[552],{"mode":37,"text":553,"type":39,"style":29,"detail":30,"format":31,"version":31},"Once formed, a California professional corporation must meet ongoing compliance requirements with both the California Secretary of State and its professional licensing board to remain in good standing.",{"type":34,"format":29,"indent":30,"version":31,"children":555,"direction":8,"textStyle":29,"textFormat":30},[556],{"mode":37,"text":557,"type":39,"style":29,"detail":30,"format":30,"version":31},"The key annual and recurring obligations are:",{"id":559,"variant":122,"blockName":8,"items":560,"blockType":163},"6a318b75f3897b11432a3144",[561,564,567,570],{"id":562,"text":563},"6a318b78f3897b11432a3145","Annual Statement of Information. After the initial 90-day filing, your professional corporation must file a Statement of Information annually.",{"id":565,"text":566},"6a318b81f3897b11432a3146","Annual franchise tax return. Corporations in California are required to file specific forms depending on their tax structure (C corp or S corp) in order to comply with the annual California franchise tax. ",{"id":568,"text":569},"6a318bf8f3897b11432a3147","Licensing board compliance. Your licensing board registration must remain current throughout the life of the corporation. This includes renewing your individual professional license, completing any required continuing education, meeting ethical standards, and satisfying any board-specific corporate compliance obligations.",{"id":571,"text":572},"6a318c08f3897b11432a3148","Ownership compliance. Any change in shareholder composition must keep the corporation in compliance with the 51% licensed-ownership rule. Transfers of shares to unlicensed individuals are generally prohibited.",{"id":574,"content":575,"legacyHtml":8,"blockName":8,"blockType":44},"6a318c2af3897b11432a314a",{"root":576},{"type":28,"format":29,"indent":30,"version":31,"children":577,"direction":8},[578],{"type":34,"format":29,"indent":30,"version":31,"children":579,"direction":8,"textStyle":29,"textFormat":30},[580,582,589],{"mode":37,"text":581,"type":39,"style":29,"detail":30,"format":30,"version":31},"This list is general and non-exhaustive. Each professional required to form a professional corporation may be subject to additional compliance requirements. LegalNature's ",{"id":583,"type":370,"fields":584,"format":29,"indent":30,"version":271,"children":586,"direction":8},"6a318cd847864f4bf3a641b5",{"url":585,"newTab":373,"linkType":374},"https:\u002F\u002Fwww.legalnature.com\u002Fcompliance-guard",[587],{"mode":37,"text":588,"type":39,"style":29,"detail":30,"format":30,"version":31},"Compliance Guard",{"mode":37,"text":590,"type":39,"style":29,"detail":30,"format":30,"version":31}," service monitors your business's compliance requirements so you can focus on running your day to day operations.",{"id":592,"variant":284,"productName":588,"link":593,"cta":22,"message":594,"blockName":8,"blockType":286},"6a318c6bf3897b11432a314b","https:\u002F\u002Fwww.legalnature.com\u002Forders\u002Fcreate\u002Fcompliance-guard","Keep your professional corporation compliant with LegalNature's Compliance Guard service.",{"id":596,"heading":597,"background":598,"blockName":8,"items":599,"blockType":660,"visibility":661},"6a318d19f3897b11432a314c","Frequently Asked Questions","white",[600,610,620,630,640,650],{"id":601,"question":602,"answer":603,"legacyHtml":8},"6a318d1cf3897b11432a314d","What is a professional corporation in California?",{"root":604},{"type":28,"format":29,"indent":30,"version":31,"children":605,"direction":8},[606],{"type":34,"format":29,"indent":30,"version":31,"children":607,"direction":8,"textStyle":29,"textFormat":30},[608],{"mode":37,"text":609,"type":39,"style":29,"detail":30,"format":30,"version":31},"A professional corporation in California is a type of corporation that licensed professionals — such as physicians, dentists, attorneys, psychologists, and engineers — are required to form when incorporating their practice. It is governed by the Moscone-Knox Professional Corporation Act (Cal. Corp. Code §§ 13400–13410) and differs from a regular corporation primarily in its ownership restrictions: all shareholders must be licensed professionals in the same field, and no unlicensed individuals may hold shares.",{"id":611,"question":612,"answer":613,"legacyHtml":8},"6a318d36f3897b11432a314e","Can I form a PLLC in California? ",{"root":614},{"type":28,"format":29,"indent":30,"version":31,"children":615,"direction":8},[616],{"type":34,"format":29,"indent":30,"version":31,"children":617,"direction":8,"textStyle":29,"textFormat":30},[618],{"mode":37,"text":619,"type":39,"style":29,"detail":30,"format":30,"version":31},"No. California does not allow Professional Limited Liability Companies (PLLCs). California Corporations Code § 17701.04(e) expressly prohibits both domestic and foreign LLCs from rendering professional services in California, and no PLLC entity type exists under California law.",{"id":621,"question":622,"answer":623,"legacyHtml":8},"6a318d4af3897b11432a314f","What professions require a professional corporation in California? ",{"root":624},{"type":28,"format":29,"indent":30,"version":31,"children":625,"direction":8},[626],{"type":34,"format":29,"indent":30,"version":31,"children":627,"direction":8,"textStyle":29,"textFormat":30},[628],{"mode":37,"text":629,"type":39,"style":29,"detail":30,"format":30,"version":31},"The Moscone-Knox Act covers a broad range of licensed professions, including physicians, surgeons, dentists, psychologists, registered nurses, marriage and family therapists, licensed clinical social workers, chiropractors, acupuncturists, optometrists, attorneys, CPAs, architects, engineers, land surveyors, veterinarians, speech-language pathologists, and others. The complete list is found in Cal. Corp. Code § 13401 and related Business and Professions Code sections.",{"id":631,"question":632,"answer":633,"legacyHtml":8},"6a318d61f3897b11432a3150","How much does it cost to start a professional corporation in California?",{"root":634},{"type":28,"format":29,"indent":30,"version":31,"children":635,"direction":8},[636],{"type":34,"format":29,"indent":30,"version":31,"children":637,"direction":8,"textStyle":29,"textFormat":30},[638],{"mode":37,"text":639,"type":39,"style":29,"detail":30,"format":30,"version":31},"As of 2026, the primary state filing fee for a California professional corporation is $100 for the Articles of Incorporation (Form ARTS-PC), plus $25 for the Statement of Information filed within 90 days of incorporation. Your professional licensing board will also charge its own registration fee, which varies by profession.",{"id":641,"question":642,"answer":643,"legacyHtml":8},"6a318d87f3897b11432a3151","Can a California professional corporation elect S corporation status?",{"root":644},{"type":28,"format":29,"indent":30,"version":31,"children":645,"direction":8},[646],{"type":34,"format":29,"indent":30,"version":31,"children":647,"direction":8,"textStyle":29,"textFormat":30},[648],{"mode":37,"text":649,"type":39,"style":29,"detail":30,"format":30,"version":31},"Yes. A California professional corporation that meets IRS eligibility requirements can elect S corporation tax treatment by filing IRS Form 2553 with the IRS. California automatically recognizes the federal S corp election. No separate California filing is required. However, California still imposes an entity-level franchise tax on S corporation net income.",{"id":651,"question":652,"answer":653,"legacyHtml":8},"6a318db1f3897b11432a3152","What happens if a shareholder in a California professional corporation loses their license? ",{"root":654},{"type":28,"format":29,"indent":30,"version":31,"children":655,"direction":8},[656],{"type":34,"format":29,"indent":30,"version":31,"children":657,"direction":8,"textStyle":29,"textFormat":30},[658],{"mode":37,"text":659,"type":39,"style":29,"detail":30,"format":30,"version":31},"If a shareholder becomes disqualified — most commonly by losing their professional license — the professional corporation is generally required to acquire that shareholder's shares within a specified period. The exact time frame varies by profession and is governed by the applicable licensing board's rules as well as the Moscone-Knox Act.","faqs",{"hideOnMobile":8,"hideOnDesktop":8},{"id":663,"content":664,"legacyHtml":8,"blockName":8,"blockType":44},"6a318dcaf3897b11432a3154",{"root":665},{"type":28,"format":29,"indent":30,"version":31,"children":666,"direction":8},[667,671,675,679],{"tag":51,"type":52,"format":29,"indent":30,"version":31,"children":668,"direction":8},[669],{"mode":37,"text":670,"type":39,"style":29,"detail":30,"format":30,"version":31},"Conclusion",{"type":34,"format":29,"indent":30,"version":31,"children":672,"direction":8,"textStyle":29,"textFormat":30},[673],{"mode":37,"text":674,"type":39,"style":29,"detail":30,"format":30,"version":31},"Forming a professional corporation in California is a two-track process: you must satisfy both the California Secretary of State's incorporation requirements and your professional licensing board's registration requirements before your corporation can legally render professional services. The Moscone-Knox Professional Corporation Act governs the structure, ownership rules, and ongoing compliance obligations that apply throughout the life of your corporation.",{"type":34,"format":29,"indent":30,"version":31,"children":676,"direction":8,"textStyle":29,"textFormat":30},[677],{"mode":37,"text":678,"type":39,"style":29,"detail":30,"format":30,"version":31},"The most important threshold fact to keep in mind: California does not allow PLLCs. For most licensed professionals in this state, the Professional Corporation is not just the best option — it is the only incorporated option. 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That dual oversight is what makes it distinct.",{"type":34,"format":29,"indent":30,"version":31,"children":1435,"direction":8,"textStyle":29,"textFormat":30},[1436],{"mode":37,"text":1437,"type":39,"style":29,"detail":30,"format":30,"version":31},"The professional corporation designation was created because most state corporation statutes historically prohibited the delivery of licensed professional services through a standard corporate entity. The concern was accountability: if anyone could own shares in a medical or legal practice, there would be no guarantee that the people controlling the business were actually licensed to practice. States solved this by creating a separate entity category: the professional corporation. ",{"type":34,"format":29,"indent":30,"version":31,"children":1439,"direction":8,"textStyle":29,"textFormat":30},[1440],{"mode":37,"text":1441,"type":39,"style":29,"detail":30,"format":30,"version":31},"PCs restrict ownership to licensed members of the same profession and subjects the entity to ongoing oversight from the relevant state licensing board.",{"type":34,"format":29,"indent":30,"version":31,"children":1443,"direction":8,"textStyle":29,"textFormat":30},[1444],{"mode":37,"text":1445,"type":39,"style":29,"detail":30,"format":30,"version":31},"The professions that commonly qualify for PC status include physicians, dentists, attorneys, certified public accountants (CPAs), engineers, architects, veterinarians, and psychologists. However, the eligible professions list is determined by each state's business corporation act and varies meaningfully across jurisdictions. ",{"type":34,"format":29,"indent":30,"version":31,"children":1447,"direction":8,"textStyle":29,"textFormat":30},[1448],{"mode":37,"text":1449,"type":39,"style":29,"detail":30,"format":30,"version":31},"In some states, chiropractors and physical therapists may also form PCs; in others, the list is narrower. Always confirm your profession's eligibility with your state's Secretary of State and the relevant licensing board before filing.",{"type":34,"format":29,"indent":30,"version":31,"children":1451,"direction":8,"textStyle":29,"textFormat":30},[1452],{"mode":37,"text":1453,"type":39,"style":29,"detail":30,"format":30,"version":31},"You may also encounter the term \"professional service corporation\" (PSC) which is used in states such as Minnesota and Wisconsin. This term describes the same entity type under a different statutory name. For practical purposes, a professional service corporation and a professional corporation may often be considered the same structure.",{"id":1455,"content":1456,"legacyHtml":8,"blockName":8,"blockType":44},"6a2077b815a7d60dcefaddf5",{"root":1457},{"type":28,"format":29,"indent":30,"version":31,"children":1458,"direction":8},[1459,1462,1466,1470,1476,1480,1484,1488,1492,1498,1509,1513,1517,1521,1527],{"tag":51,"type":52,"format":29,"indent":30,"version":31,"children":1460,"direction":8},[1461],{"mode":37,"text":1277,"type":39,"style":29,"detail":30,"format":30,"version":31},{"type":34,"format":29,"indent":30,"version":31,"children":1463,"direction":8,"textStyle":29,"textFormat":30},[1464],{"mode":37,"text":1465,"type":39,"style":29,"detail":30,"format":30,"version":31},"The quick reference table above gives you the at-a-glance version. Here is the depth behind those distinctions.",{"tag":117,"type":52,"format":29,"indent":30,"version":31,"children":1467,"direction":8},[1468],{"mode":37,"text":1469,"type":39,"style":29,"detail":30,"format":30,"version":31},"Ownership and Eligibility",{"type":34,"format":29,"indent":30,"version":31,"children":1471,"direction":8,"textStyle":29,"textFormat":31},[1472,1474],{"mode":37,"text":1473,"type":39,"style":29,"detail":30,"format":31,"version":31},"In a regular corporation, ownership is open: individuals, other companies, trusts, and investment funds can all hold shares.",{"mode":37,"text":1475,"type":39,"style":29,"detail":30,"format":30,"version":31}," There are no credential requirements attached to becoming a shareholder. This is what makes standard corporations attractive for raising outside capital and bringing in investors.",{"type":34,"format":29,"indent":30,"version":31,"children":1477,"direction":8,"textStyle":29,"textFormat":30},[1478],{"mode":37,"text":1479,"type":39,"style":29,"detail":30,"format":30,"version":31},"A professional corporation operates under a fundamentally different rule. Every shareholder must hold an active license in the same profession the PC is organized to practice. A medical PC cannot have a non-physician shareholder. A law firm PC cannot include a CPA or a silent investor as a shareholder, even if that person is deeply involved in the business operationally. The moment a shareholder loses their license — through revocation, suspension, or retirement — most states require that shareholder to divest their PC shares within a specified time period, commonly 90 days, though this varies.",{"type":34,"format":29,"indent":30,"version":31,"children":1481,"direction":8,"textStyle":29,"textFormat":30},[1482],{"mode":37,"text":1483,"type":39,"style":29,"detail":30,"format":30,"version":31},"This ownership restriction is the tradeoff for the professional structure: it ensures licensing accountability at the shareholder level, but it makes PCs poor vehicles for outside investment or multi-disciplinary ownership arrangements.",{"tag":117,"type":52,"format":29,"indent":30,"version":31,"children":1485,"direction":8},[1486],{"mode":37,"text":1487,"type":39,"style":29,"detail":30,"format":30,"version":31},"Liability Protection",{"type":34,"format":29,"indent":30,"version":31,"children":1489,"direction":8,"textStyle":29,"textFormat":30},[1490],{"mode":37,"text":1491,"type":39,"style":29,"detail":30,"format":30,"version":31},"This is the most important distinction — and the one most often misrepresented.",{"type":34,"format":29,"indent":30,"version":31,"children":1493,"direction":8,"textStyle":29,"textFormat":31},[1494,1496],{"mode":37,"text":1495,"type":39,"style":29,"detail":30,"format":31,"version":31},"Both a regular corporation and a professional corporation shield their shareholders from personal liability for the entity's general business debts",{"mode":37,"text":1497,"type":39,"style":29,"detail":30,"format":30,"version":31}," — things like unpaid vendor contracts, commercial leases, and employee claims. If your PC cannot pay a supplier, the supplier generally cannot come after your personal bank account.",{"type":34,"format":29,"indent":30,"version":31,"children":1499,"direction":8,"textStyle":29,"textFormat":30},[1500,1502,1504,1506,1507],{"mode":37,"text":1501,"type":39,"style":29,"detail":30,"format":30,"version":31},"Where a professional corporation diverges sharply from a regular corporation is malpractice liability. ",{"mode":37,"text":1503,"type":39,"style":29,"detail":30,"format":31,"version":31},"A PC often does not protect an individual professional from personal liability for their own professional negligence.",{"mode":37,"text":1505,"type":39,"style":29,"detail":30,"format":30,"version":31}," If an attorney in a law firm PC commits malpractice, that attorney generally remains personally exposed for the claim. The PC structure protects the ",{"mode":37,"text":15,"type":39,"style":29,"detail":30,"format":264,"version":31},{"mode":37,"text":1508,"type":39,"style":29,"detail":30,"format":30,"version":31}," shareholders from being personally liable for that attorney's malpractice, but it typically does not protect the professional who actually committed the negligent act.",{"type":34,"format":29,"indent":30,"version":31,"children":1510,"direction":8,"textStyle":29,"textFormat":30},[1511],{"mode":37,"text":1512,"type":39,"style":29,"detail":30,"format":30,"version":31},"This nuance matters enormously in practice. It means that even if you properly form and maintain a professional corporation, you are not using the entity structure to escape accountability for your own professional conduct. Malpractice insurance remains essential and a PC does not make it optional.",{"type":34,"format":29,"indent":30,"version":31,"children":1514,"direction":8,"textStyle":29,"textFormat":30},[1515],{"mode":37,"text":1516,"type":39,"style":29,"detail":30,"format":30,"version":31},"A regular corporation, by contrast, provides a full liability shield for all shareholder acts unrelated to their own direct negligence. In a standard business context, a shareholder of a regular corporation is typically not personally liable for the actions of an employee or officer, as long as the shareholder has not personally participated in or perpetuated the wrongful act.",{"tag":117,"type":52,"format":29,"indent":30,"version":31,"children":1518,"direction":8},[1519],{"mode":37,"text":1520,"type":39,"style":29,"detail":30,"format":30,"version":31},"Taxation",{"type":34,"format":29,"indent":30,"version":31,"children":1522,"direction":8,"textStyle":29,"textFormat":31},[1523,1525],{"mode":37,"text":1524,"type":39,"style":29,"detail":30,"format":31,"version":31},"Both regular corporations and professional corporations default to C corporation taxation in nearly every state",{"mode":37,"text":1526,"type":39,"style":29,"detail":30,"format":30,"version":31},", meaning the entity pays corporate income tax on its profits, and shareholders pay individual income tax again when those profits are distributed as dividends. This \"double taxation\" is the primary tax disadvantage of the C corp structure.",{"type":34,"format":29,"indent":30,"version":31,"children":1528,"direction":8,"textStyle":29,"textFormat":30},[1529,1531,1538],{"mode":37,"text":1530,"type":39,"style":29,"detail":30,"format":30,"version":31},"Both entity types can potentially avoid double taxation by ",{"id":1532,"type":370,"fields":1533,"format":29,"indent":30,"version":271,"children":1535,"direction":8},"6a231087aac3f91755221aa7",{"url":1534,"newTab":373,"linkType":374},"https:\u002F\u002Fwww.legalnature.com\u002Fguides\u002Fhow-to-elect-s---corp-status",[1536],{"mode":37,"text":1537,"type":39,"style":29,"detail":30,"format":30,"version":31},"electing S corporation",{"mode":37,"text":1539,"type":39,"style":29,"detail":30,"format":30,"version":31}," status with the IRS, which allows profits and losses to pass through directly to shareholders' personal tax returns. However, S corp eligibility rules for professional corporations vary by state. Not every state allows this tax treatment for professional corporations.",{"id":1541,"body":1542,"linkText":22,"linkUrl":1543,"blockName":8,"blockType":97},"6a2310e214890cc376bf4f94","Elect your S corporation tax treatment today","https:\u002F\u002Fwww.legalnature.com\u002Fbusiness-formation\u002Fs-corporation",{"id":1545,"content":1546,"legacyHtml":8,"blockName":8,"blockType":44},"6a230f6614890cc376bf4f93",{"root":1547},{"type":28,"format":29,"indent":30,"version":31,"children":1548,"direction":8},[1549,1553,1559],{"tag":117,"type":52,"format":29,"indent":30,"version":31,"children":1550,"direction":8},[1551],{"mode":37,"text":1552,"type":39,"style":29,"detail":30,"format":30,"version":31},"Corporate Formalities",{"type":34,"format":29,"indent":30,"version":31,"children":1554,"direction":8,"textStyle":29,"textFormat":31},[1555,1557],{"mode":37,"text":1556,"type":39,"style":29,"detail":30,"format":31,"version":31},"Both entity types require the same baseline corporate formalities: bylaws, a board of directors, officer appointments, annual shareholder meetings, and meeting minutes.",{"mode":37,"text":1558,"type":39,"style":29,"detail":30,"format":30,"version":31}," Neither structure gives you a pass on maintaining the corporate formalities that preserve the liability shield. If those formalities collapse, a court may be able to \"pierce the corporate veil\" and hold shareholders personally liable regardless of entity type.",{"type":34,"format":29,"indent":30,"version":31,"children":1560,"direction":8,"textStyle":29,"textFormat":30},[1561],{"mode":37,"text":1562,"type":39,"style":29,"detail":30,"format":30,"version":31},"Professional corporations carry an additional compliance layer beyond standard corporate requirements. Most states require ongoing confirmation that all shareholders remain licensed and in good standing with the relevant licensing board. Some states require the PC itself to register with the licensing board separately from the Secretary of State filing and to report any changes in shareholder licensing status. This means operating a professional corporation involves coordinating compliance across two regulatory bodies, not just one.",{"id":1564,"variant":284,"productName":1305,"link":8,"cta":22,"message":1306,"blockName":8,"blockType":286},"6a23120d14890cc376bf4f96",{"id":1566,"content":1567,"legacyHtml":8,"blockName":8,"blockType":44},"6a23122d14890cc376bf4f97",{"root":1568},{"type":28,"format":29,"indent":30,"version":31,"children":1569,"direction":8},[1570,1574,1578],{"tag":51,"type":52,"format":29,"indent":30,"version":31,"children":1571,"direction":8},[1572],{"mode":37,"text":1573,"type":39,"style":29,"detail":30,"format":30,"version":31},"Benefits of a Professional Corporation",{"type":34,"format":29,"indent":30,"version":31,"children":1575,"direction":8,"textStyle":29,"textFormat":31},[1576],{"mode":37,"text":1577,"type":39,"style":29,"detail":30,"format":31,"version":31},"Professional corporations offer licensed professionals a structured, legally recognized way to operate their practice as a business entity, with both liability and tax advantages over practicing as a sole proprietor or general partnership.",{"type":34,"format":29,"indent":30,"version":31,"children":1579,"direction":8,"textStyle":29,"textFormat":30},[1580],{"mode":37,"text":1581,"type":39,"style":29,"detail":30,"format":30,"version":31},"The key benefits include:",{"id":1583,"variant":122,"blockName":8,"items":1584,"blockType":163},"6a23123914890cc376bf4f98",[1585,1588,1591,1594,1597,1600],{"id":1586,"text":1587},"6a23124714890cc376bf4f99","Limited liability for non-malpractice business debts. If the PC enters contracts, hires employees, or takes on leases, shareholders are generally shielded from personal liability for those obligations. This is a substantial protection that sole proprietors and general partnership members do not have.",{"id":1589,"text":1590},"6a23125714890cc376bf4f9a","Protection from other shareholders' malpractice. While a PC does not shield you from your own professional negligence, it does shield you from personal liability for the malpractice committed by other professionals in your practice. Without a PC (or PLLC), partners in a general partnership can be personally liable for each other's professional negligence.",{"id":1592,"text":1593},"6a23126614890cc376bf4f9b","Potential tax savings through S corp election. Professionals who elect S corp status can potentially split income between a reasonable salary and distributions, reducing the portion of income subject to self-employment tax. This is the same payroll tax strategy available to S corp shareholders generally, subject to IRS reasonable compensation requirements. This election is not available for PCs in all states, though.",{"id":1595,"text":1596},"6a2312ab14890cc376bf4f9c","Facilitates group practice. A professional corporation allows multiple licensed professionals to co-own and operate a practice together within a formal, legally recognized structure with defined ownership percentages, governance rules, and succession planning built into the bylaws.",{"id":1598,"text":1599},"6a2312cb14890cc376bf4f9d","Fringe benefit advantages. Corporations, including PCs, can offer certain employee benefits — such as health insurance and retirement plan contributions that may be deductible at the entity level, providing tax efficiency not available to unincorporated practices.",{"id":1601,"text":1602},"6a2312e414890cc376bf4f9e","Professional credibility. Operating as a corporation signals established, formal practice to clients, insurers, lenders, and referral sources.",{"id":1604,"content":1605,"legacyHtml":8,"blockName":8,"blockType":44},"6a2312f914890cc376bf4f9f",{"root":1606},{"type":28,"format":29,"indent":30,"version":31,"children":1607,"direction":8},[1608,1612,1616],{"tag":51,"type":52,"format":29,"indent":30,"version":31,"children":1609,"direction":8},[1610],{"mode":37,"text":1611,"type":39,"style":29,"detail":30,"format":30,"version":31},"Disadvantages of a Professional Corporation",{"type":34,"format":29,"indent":30,"version":31,"children":1613,"direction":8,"textStyle":29,"textFormat":31},[1614],{"mode":37,"text":1615,"type":39,"style":29,"detail":30,"format":31,"version":31},"A professional corporation is not the right structure for every licensed professional, and understanding its limitations before filing can save significant legal and compliance costs down the road.",{"type":34,"format":29,"indent":30,"version":31,"children":1617,"direction":8,"textStyle":29,"textFormat":30},[1618],{"mode":37,"text":1619,"type":39,"style":29,"detail":30,"format":30,"version":31},"The key disadvantages include:",{"id":1621,"variant":1622,"blockName":8,"items":1623,"blockType":163},"6a23130614890cc376bf4fa0","minus",[1624,1627,1630,1633,1636,1639],{"id":1625,"text":1626},"6a23130d14890cc376bf4fa1","No malpractice shield for personal acts. This bears repeating because it is the most commonly misunderstood limitation. A PC will typically not protect you from personal liability arising from your own professional negligence. If avoiding malpractice exposure is your primary concern, entity structure alone generally cannot accomplish that. You should obtain malpractice insurance regardless.",{"id":1628,"text":1629},"6a23135114890cc376bf4fa2","Ownership is usually restricted and non-transferable to outsiders. You generally cannot bring in outside investors, silent partners, or co-owners from a different profession. All shareholders should be licensed in the same professional field. This makes raising outside capital difficult in a PC structure and limits equity arrangements to licensed colleagues.",{"id":1631,"text":1632},"6a2313db14890cc376bf4fa3","Higher ongoing compliance burden. PCs must satisfy both corporate formality requirements and state licensing board compliance obligations. If a shareholder's license lapses, the PC must respond quickly or risk regulatory action. The administrative overhead typically is meaningfully higher than a sole proprietorship or general partnership.",{"id":1634,"text":1635},"6a23145314890cc376bf4fa4","Default double taxation. Without an S corp election, the PC pays corporate income tax and shareholders pay individual income tax on distributions. For profitable practices, this can result in a significant tax inefficiency.",{"id":1637,"text":1638},"6a23146314890cc376bf4fa5","Not available for all professions in all states. PC eligibility is state specific. Some professions that qualify in one state may not qualify in another. If your practice operates across state lines, you may face inconsistent entity requirements by jurisdiction.",{"id":1640,"text":1641},"6a23149c14890cc376bf4fa6","Limited flexibility on dissolution. If a shareholder loses their license and must divest their shares, and no other licensed professional is available to purchase those shares, dissolution may be required. Bylaws should address this scenario explicitly, but it introduces structural fragility that a regular corporation does not face.",{"id":1643,"content":1644,"legacyHtml":8,"blockName":8,"blockType":44},"6a2314ef14890cc376bf4fa7",{"root":1645},{"type":28,"format":29,"indent":30,"version":31,"children":1646,"direction":8},[1647,1651,1655,1659,1678],{"tag":51,"type":52,"format":29,"indent":30,"version":31,"children":1648,"direction":8},[1649],{"mode":37,"text":1650,"type":39,"style":29,"detail":30,"format":30,"version":31},"When to Choose a Regular Corporation Instead",{"type":34,"format":29,"indent":30,"version":31,"children":1652,"direction":8,"textStyle":29,"textFormat":31},[1653],{"mode":37,"text":1654,"type":39,"style":29,"detail":30,"format":31,"version":31},"A regular corporation is the appropriate choice when state law does not require or permit a professional corporation structure for your business or when ownership flexibility is a priority.",{"type":34,"format":29,"indent":30,"version":31,"children":1656,"direction":8,"textStyle":29,"textFormat":30},[1657],{"mode":37,"text":1658,"type":39,"style":29,"detail":30,"format":30,"version":31},"Consider a standard corporation if:",{"tag":253,"type":254,"start":31,"format":29,"indent":30,"version":31,"children":1660,"listType":277,"direction":8},[1661,1665,1669,1673],{"type":257,"value":31,"format":29,"indent":30,"version":31,"children":1662,"direction":8},[1663],{"mode":37,"text":1664,"type":39,"style":29,"detail":30,"format":30,"version":31},"Your business does not provide licensed professional services. If you are forming a technology company, retail business, or any enterprise that does not require individual professional licensure to operate, a standard corporation is the right structure.",{"type":257,"value":264,"format":29,"indent":30,"version":31,"children":1666,"direction":8},[1667],{"mode":37,"text":1668,"type":39,"style":29,"detail":30,"format":30,"version":31},"You plan to raise outside investment. Venture capital, angel investors, and most institutional investors expect to hold shares in a standard corporation. A PC's ownership restrictions make it typically incompatible with this type of capitalization strategy.",{"type":257,"value":271,"format":29,"indent":30,"version":31,"children":1670,"direction":8},[1671],{"mode":37,"text":1672,"type":39,"style":29,"detail":30,"format":30,"version":31},"Your practice involves multiple licensed disciplines. A multi-disciplinary practice, for example a firm that combines licensed engineers and licensed architects, may face difficulty fitting within a single PC's same-profession ownership requirement. A standard corporation or other structure may offer more flexibility, though this varies significantly by state and should be reviewed with an attorney.",{"type":257,"value":1674,"format":29,"indent":30,"version":31,"children":1675,"direction":8},4,[1676],{"mode":37,"text":1677,"type":39,"style":29,"detail":30,"format":30,"version":31},"You want maximum management flexibility. Standard corporations allow non-owner executives and outside board members without licensing constraints. PCs generally do not.",{"type":34,"format":29,"indent":30,"version":31,"children":1679,"direction":8,"textStyle":29,"textFormat":30},[1680],{"mode":37,"text":1681,"type":39,"style":29,"detail":30,"format":30,"version":31},"Consulting with a business attorney before choosing between a corporation and a professional corporation is strongly recommended, particularly if your practice operates in multiple states or involves multiple professional disciplines.",{"id":1683,"variant":284,"productName":1684,"link":1685,"cta":22,"message":1686,"blockName":8,"blockType":286},"6a23162614890cc376bf4faf","Corporation Formation","https:\u002F\u002Fwww.legalnature.com\u002Forders\u002Fcreate\u002Fformation?entity=c+corp","File your corporation today.",{"id":1688,"content":1689,"legacyHtml":8,"blockName":8,"blockType":44},"6a23157714890cc376bf4fa8",{"root":1690},{"type":28,"format":29,"indent":30,"version":31,"children":1691,"direction":8},[1692,1696,1700],{"tag":51,"type":52,"format":29,"indent":30,"version":31,"children":1693,"direction":8},[1694],{"mode":37,"text":1695,"type":39,"style":29,"detail":30,"format":30,"version":31},"Professional Corporation vs. PLLC: What's the Difference?",{"type":34,"format":29,"indent":30,"version":31,"children":1697,"direction":8,"textStyle":29,"textFormat":31},[1698],{"mode":37,"text":1699,"type":39,"style":29,"detail":30,"format":31,"version":31},"A professional limited liability company (PLLC) is the LLC-equivalent structure for licensed professionals and serves the same fundamental purpose as a professional corporation — providing a formal, legally recognized business entity for professional practices.",{"type":34,"format":29,"indent":30,"version":31,"children":1701,"direction":8,"textStyle":29,"textFormat":30},[1702],{"mode":37,"text":1703,"type":39,"style":29,"detail":30,"format":30,"version":31},"The practical differences come down to three areas:",{"id":1705,"variant":1706,"blockName":8,"items":1707,"blockType":163},"6a23158214890cc376bf4fa9","arrow",[1708,1711,1714],{"id":1709,"text":1710},"6a23158814890cc376bf4faa","Management structure. A PC operates under the standard corporate governance model: board of directors, officers, bylaws, annual meetings. A PLLC operates under an operating agreement with significantly more management flexibility. If you prefer the LLC model's informality and operational freedom, a PLLC may be a better fit.",{"id":1712,"text":1713},"6a23159014890cc376bf4fab","State availability. Not every state offers PLLCs. States that do not recognize the PLLC structure may require licensed professionals to form a PC instead. Confirm which structures your state permits before choosing.",{"id":1715,"text":1716},"6a23159814890cc376bf4fac","Tax treatment. PLLCs are taxed as partnerships or single-member LLCs by default, with S corp election also available. PCs default to C corp taxation. Depending on your practice's income level and structure, one default may be more advantageous than the other. A tax advisor can model the comparison for your specific situation.",{"id":1718,"content":1719,"legacyHtml":8,"blockName":8,"blockType":44},"6a2315f114890cc376bf4fad",{"root":1720},{"type":28,"format":29,"indent":30,"version":31,"children":1721,"direction":8},[1722],{"type":34,"format":29,"indent":30,"version":31,"children":1723,"direction":8,"textStyle":29,"textFormat":30},[1724],{"mode":37,"text":1725,"type":39,"style":29,"detail":30,"format":30,"version":31},"For most licensed professionals, the choice between a PC and a PLLC comes down to state availability and preference for corporate vs. LLC governance. Both are legitimate, professionally appropriate structures. Consulting with an attorney familiar with your state's licensing board requirements is the clearest path to making the right call.",{"id":1727,"variant":284,"productName":1305,"link":8,"cta":22,"message":1306,"blockName":8,"blockType":286},"6a23160614890cc376bf4fae",{"id":1729,"heading":597,"background":598,"blockName":8,"items":1730,"blockType":660,"visibility":1794},"6a2316d814890cc376bf4fb0",[1731,1741,1751,1761,1774,1784],{"id":1732,"question":1733,"answer":1734,"legacyHtml":8},"6a2316dc14890cc376bf4fb1","What is the difference between a corporation and a professional corporation?",{"root":1735},{"type":28,"format":29,"indent":30,"version":31,"children":1736,"direction":8},[1737],{"type":34,"format":29,"indent":30,"version":31,"children":1738,"direction":8,"textStyle":29,"textFormat":30},[1739],{"mode":37,"text":1740,"type":39,"style":29,"detail":30,"format":30,"version":31},"A professional corporation (PC) is a type of corporation available exclusively to licensed professionals such as attorneys, physicians, accountants, and engineers who are required by state law to use this entity structure when incorporating. The primary differences from a regular corporation are ownership restrictions (PC shareholders must hold an active license in the same profession) and a partial liability carve-out (professionals remain personally liable for their own malpractice, though not for the malpractice of other shareholders). Both entity types are formed through articles of incorporation and subject to the same corporate formality requirements.",{"id":1742,"question":1743,"answer":1744,"legacyHtml":8},"6a23170e14890cc376bf4fb2","Who can form a professional corporation?",{"root":1745},{"type":28,"format":29,"indent":30,"version":31,"children":1746,"direction":8},[1747],{"type":34,"format":29,"indent":30,"version":31,"children":1748,"direction":8,"textStyle":29,"textFormat":30},[1749],{"mode":37,"text":1750,"type":39,"style":29,"detail":30,"format":30,"version":31},"Only licensed professionals whose state recognizes their profession for PC status can form a professional corporation. Common eligible professions include physicians, dentists, attorneys, CPAs, engineers, architects, and veterinarians, but the list varies by state. Confirm eligibility with your state's Secretary of State and the relevant licensing board before filing.",{"id":1752,"question":1753,"answer":1754,"legacyHtml":8},"6a23173d14890cc376bf4fb3","What professions require a professional corporation?",{"root":1755},{"type":28,"format":29,"indent":30,"version":31,"children":1756,"direction":8},[1757],{"type":34,"format":29,"indent":30,"version":31,"children":1758,"direction":8,"textStyle":29,"textFormat":30},[1759],{"mode":37,"text":1760,"type":39,"style":29,"detail":30,"format":30,"version":31},"The professions required or permitted to form a professional corporation vary by state, but commonly include physicians, dentists, attorneys, CPAs, engineers, architects, veterinarians, and psychologists. In most states, any profession that requires a state license to practice and involves personal service to clients is eligible, or in some cases required, to operate as a PC rather than a standard corporation. Check your state's business corporation act and relevant licensing board rules to confirm your profession's specific requirements.",{"id":1762,"question":1763,"answer":1764,"legacyHtml":8},"6a23177814890cc376bf4fb4","Does a professional corporation protect against malpractice?",{"root":1765},{"type":28,"format":29,"indent":30,"version":31,"children":1766,"direction":8},[1767],{"type":34,"format":29,"indent":30,"version":31,"children":1768,"direction":8,"textStyle":29,"textFormat":30},[1769,1771,1772],{"mode":37,"text":1770,"type":39,"style":29,"detail":30,"format":30,"version":31},"A professional corporation provides only partial malpractice protection. It shields shareholders from personal liability for the professional negligence of ",{"mode":37,"text":15,"type":39,"style":29,"detail":30,"format":264,"version":31},{"mode":37,"text":1773,"type":39,"style":29,"detail":30,"format":30,"version":31}," shareholders in the practice, but it does not protect an individual professional from claims arising from their own malpractice. For this reason, malpractice insurance remains essential even when operating as a PC.",{"id":1775,"question":1776,"answer":1777,"legacyHtml":8},"6a23179114890cc376bf4fb5","What is the difference between a professional corporation and a PLLC?",{"root":1778},{"type":28,"format":29,"indent":30,"version":31,"children":1779,"direction":8},[1780],{"type":34,"format":29,"indent":30,"version":31,"children":1781,"direction":8,"textStyle":29,"textFormat":30},[1782],{"mode":37,"text":1783,"type":39,"style":29,"detail":30,"format":30,"version":31},"A professional limited liability company (PLLC) is the LLC equivalent for licensed professionals and serves the same basic purpose as a professional corporation. The differences come down to management structure (corporations require a board and officers; PLLCs use an operating agreement), formality requirements, and state availability. Not all states offer PLLCs. States that do, often allow the professional to choose between a PC and a PLLC.",{"id":1785,"question":1786,"answer":1787,"legacyHtml":8},"6a2317aa14890cc376bf4fb6","What happens to a professional corporation if a shareholder loses their license?",{"root":1788},{"type":28,"format":29,"indent":30,"version":31,"children":1789,"direction":8},[1790],{"type":34,"format":29,"indent":30,"version":31,"children":1791,"direction":8,"textStyle":29,"textFormat":30},[1792],{"mode":37,"text":1793,"type":39,"style":29,"detail":30,"format":30,"version":31},"Most states require that a shareholder who loses their professional license must divest their PC shares within a specified period — often 90 days, though this varies significantly by state. This requirement is typically addressed in the PC's bylaws. Failure to comply can result in administrative action from the state licensing board or dissolution of the entity. Bylaws should address this scenario explicitly at the time of formation.",{"hideOnMobile":8,"hideOnDesktop":8},{"id":1796,"content":1797,"legacyHtml":8,"blockName":8,"blockType":44},"6a2317d014890cc376bf4fb7",{"root":1798},{"type":28,"format":29,"indent":30,"version":31,"children":1799,"direction":8},[1800,1803,1807,1811],{"tag":51,"type":52,"format":29,"indent":30,"version":31,"children":1801,"direction":8},[1802],{"mode":37,"text":670,"type":39,"style":29,"detail":30,"format":30,"version":31},{"type":34,"format":29,"indent":30,"version":31,"children":1804,"direction":8,"textStyle":29,"textFormat":30},[1805],{"mode":37,"text":1806,"type":39,"style":29,"detail":30,"format":30,"version":31},"The difference between a corporation and a professional corporation comes down to who can own the entity, how liability is distributed, and what your state requires for your specific profession. A professional corporation is the right structure when state law requires licensed professionals to incorporate in this form. It provides the limited liability and tax benefits of corporate status, with ownership and governance rules designed around the realities of professional practice. A regular corporation remains the better choice when ownership flexibility matters, outside investment is on the table, or the business simply does not require a licensed professional to operate.",{"type":34,"format":29,"indent":30,"version":31,"children":1808,"direction":8,"textStyle":29,"textFormat":30},[1809],{"mode":37,"text":1810,"type":39,"style":29,"detail":30,"format":30,"version":31},"The most important thing to understand before filing is that a professional corporation does not eliminate your personal liability for your own professional negligence. Both structures require careful formation, and consulting with a business attorney is strongly recommended when the decision affects how a licensed professional practice is structured.",{"type":34,"format":29,"indent":30,"version":31,"children":1812,"direction":8,"textStyle":29,"textFormat":30},[1813,1815,1821],{"mode":37,"text":1814,"type":39,"style":29,"detail":30,"format":30,"version":31},"LegalNature offers guidance to navigate the nuances of business filing and formation documents across all 50 states and the District of Columbia. LegalNature's ",{"id":1816,"type":370,"fields":1817,"format":29,"indent":30,"version":271,"children":1818,"direction":8},"6a2317d8aac3f91755221aa8",{"url":372,"newTab":373,"linkType":374},[1819],{"mode":37,"text":1820,"type":39,"style":29,"detail":30,"format":30,"version":31},"articles of incorporation",{"mode":37,"text":1822,"type":39,"style":29,"detail":30,"format":30,"version":31}," makes it straightforward to prepare and file your formation documents correctly, with state-specific templates designed to meet your jurisdiction's requirements. LegalNature offers a 30-day money-back guarantee. If you're not happy, then we're not happy. Give us a call and let us help.",{"id":1824,"variant":284,"productName":1305,"link":8,"cta":22,"message":1306,"blockName":8,"blockType":286},"6a23187014890cc376bf4fb9",[],[],{"name":8,"slug":8,"productVersionSlug":8},{"title":8,"description":8,"keyword":8,"ogImage":8},"2026-06-19T00:00:37.773Z","2026-06-03T18:38:41.457Z",{"title":8,"url":8,"ctaText":8},{"id":1833,"guide":1834,"manualEntry":1959},"6a46cb0df43e5495f2529629",{"id":1835,"cmsSource":5,"title":1836,"slug":1837,"butterSlug":1837,"category":8,"state":8,"legalPage":8,"author":8,"tldr":8,"costBreakdown":1838,"summary":1839,"featuredImage":8,"featuredImageUrl":1840,"featuredImageAlt":8,"hero":1841,"headerOverride":1842,"tocTitle":8,"hideToc":8,"body":1843,"categories":1936,"tags":1948,"primaryProduct":1953,"meta":1954,"updatedAt":1957,"createdAt":1958,"_status":693},114,"Everything You Need to Know about Professional Corporations","everything-you-need-to-know-about-professional-corporations",[],"Professional corporations (PCs), or professional service corporations, are a unique corporate structure which is comprised of a specific group of professionals. An S corporation or a C corporation may be formed by certain professionals...","https:\u002F\u002Fcdn.buttercms.com\u002FwS4R71LSjuvXJXbFNTSw",{"overline":8,"title":8,"subtitle":8},{"title":8,"link":8,"cta":22},[1844,1847,1851,1855,1858,1862,1865,1869,1872,1876,1879,1883,1886,1890,1893,1897,1900,1903,1906,1910,1913,1917,1920,1924,1927,1931,1934],{"id":1845,"content":8,"legacyHtml":1846,"blockName":8,"blockType":44},"6a0c423f6ab1b500603df596","\u003Cp>\u003Cstrong>Need to create a corporation? \u003Ca href=\"https:\u002F\u002Fwww.legalnature.com\u002Fbusiness-formation\u002Fc-corporation\" rel=\"follow\">Get started here\u003C\u002Fa>\u003C\u002Fstrong>.\u003C\u002Fp>\n\u003Cp>Professional corporations (PCs), or professional service corporations, are a unique corporate structure which is comprised of a specific group of professionals. An S corporation or a C corporation may be formed by certain professionals including physicians, attorneys, engineers, or accountants. There are certain legal requirements and restrictions that apply only to these types of business entities.\u003C\u002Fp>",{"id":1848,"html":1849,"blockName":8,"blockType":1850},"6a0c423f6ab1b500603df597","\u003Cdiv class=\"business-formation-ad\">\u003C\u002Fdiv>","guide-legacy-html",{"id":1852,"level":51,"text":1853,"anchorId":1854,"blockName":8,"blockType":119},"6a0c423f6ab1b500603df598","Legal Requirements","legal-requirements",{"id":1856,"content":8,"legacyHtml":1857,"blockName":8,"blockType":44},"6a0c423f6ab1b500603df599","\u003Cp>Before a professional corporation is established, it is important to check the state laws where the corporation will be formed. Most states limit the type of people who may create a \u003Ca href=\"https:\u002F\u002Fwww.inc.com\u002Fencyclopedia\u002Fprofessional-corporations.html\" target=\"_blank\" rel=\"follow noopener\">professional corporation\u003C\u002Fa>; in general, these corporations are limited to accountants, engineers, physicians and other healthcare professionals, lawyers, veterinarians, and social workers. The purpose of the corporation must be to provide professional services. All professionals in the corporation must hold the appropriate licenses. For example, all physicians must hold an active license in the \u003Ca href=\"https:\u002F\u002Fwww.legalnature.com\u002Fguides\u002Fforming-a-new-business-how-to-choose-a-state-for-organization-or-incorporation\" target=\"_blank\" rel=\"follow noopener\">state of incorporation\u003C\u002Fa>.\u003C\u002Fp>",{"id":1859,"level":51,"text":1860,"anchorId":1861,"blockName":8,"blockType":119},"6a0c423f6ab1b500603df59a","Governing Law","governing-law",{"id":1863,"content":8,"legacyHtml":1864,"blockName":8,"blockType":44},"6a0c423f6ab1b500603df59b","\u003Cp>A professional corporation is governed by state law, and states place certain restrictions on who may own shares in the corporation. For example, in many states, only those who are of the same profession may be owners of a professional corporation. This would mean, for example, that only lawyers would be allowed to own shares in a professional corporation if the main focus of the business is legal services. Some states have loosened these requirements, so it is important to find out what the state rules are. In most cases, information may be available from the Secretary of State.\u003C\u002Fp>",{"id":1866,"level":51,"text":1867,"anchorId":1868,"blockName":8,"blockType":119},"6a0c423f6ab1b500603df59c","Creating a Professional Corporation","creating-a-professional-corporation",{"id":1870,"content":8,"legacyHtml":1871,"blockName":8,"blockType":44},"6a0c423f6ab1b500603df59d","\u003Cp>As with any corporation, there are certain documents that must be drafted to get started. Keep in mind that there may be some state-specific requirements; however, the general process is as follows:\u003C\u002Fp>\n\u003Cul>\n\u003Cli>\u003Cstrong>Intent to operate as a professional corporation –\u003C\u002Fstrong> When drafting \u003Ca href=\"https:\u002F\u002Fwww.legalnature.com\u002Fcategories\u002Fbusiness-formation\u002Farticles-of-incorporation\" target=\"_blank\" rel=\"follow noopener\">articles of incorporation\u003C\u002Fa>, it must be stated clearly that the owners of the corporation intend to operate as a professional corporation. It is important to determine if the state has any specific requirements before filing the articles.\u003C\u002Fli>\n\u003Cli>\u003Cstrong>Defining purpose –\u003C\u002Fstrong> The articles of incorporation must clearly state the purpose of the corporation. For example, if the professional corporation is comprised of lawyers, the purpose of the corporation would be to provide legal services.\u003C\u002Fli>\n\u003Cli>\u003Cstrong>Naming the company –\u003C\u002Fstrong> Along with the normal issues with naming a company, a professional corporation must include certain language. The terms 'professional association,' 'service corporation,' 'professional corporation,' or 'professional service corporation' must be included in the name. It is also acceptable to use the abbreviations S.C., P.C., or P.A.\u003C\u002Fli>\n\u003Cli>\u003Cstrong>Obtaining local approval –\u003C\u002Fstrong> Individual states often require the parties involved to obtain additional approvals from the appropriate licensing boards. This will likely involve providing copies of licenses for all persons involved as owners of the corporation.\u003C\u002Fli>\n\u003C\u002Ful>",{"id":1873,"level":51,"text":1874,"anchorId":1875,"blockName":8,"blockType":119},"6a0c423f6ab1b500603df59e","Restrictions on Professional Corporation Formation","restrictions-on-professional-corporation-formation",{"id":1877,"content":8,"legacyHtml":1878,"blockName":8,"blockType":44},"6a0c423f6ab1b500603df59f","\u003Cp>While most corporations do have some restrictions placed on them, there are specific restrictions that apply to professional corporations. Since this is not a comprehensive list, it is a good idea to determine which restrictions exist in your state.\u003C\u002Fp>\n\u003Cul>\n\u003Cli>\u003Cstrong>Licensing –\u003C\u002Fstrong> Only those who are licensed to practice the specific service may incorporate. For example, if the professional corporation is made up of physicians, they must all be licensed to practice medicine in the state of incorporation.\u003C\u002Fli>\n\u003Cli>\u003Cstrong>No dual practices –\u003C\u002Fstrong> In some cases, a group of people may hold more than one license. For example, a group of attorneys may also be licensed to provide accounting services. If the professional corporation is set up for the purposes of providing legal services, they may not provide accounting services.\u003C\u002Fli>\n\u003Cli>\u003Cstrong>Board and officers –\u003C\u002Fstrong> While the treasurer and secretary of the corporation are exempt, all officers and one-half of the board of directors must be licensed to practice the specific profession of the corporation. For example, a veterinary professional corporation may offer board positions to pet groomers, those who own a boarding service, or office staff members. This is fine so long as their participation is not more than one-half of the board.\u003C\u002Fli>\n\u003Cli>\u003Cstrong>Accepting partnerships –\u003C\u002Fstrong> Ownership is not limited to only individuals. Partnerships may also be part of the corporation as long as the \u003Ca href=\"https:\u002F\u002Fwww.legalnature.com\u002Fguides\u002Fqualities-to-look-for-when-choosing-a-business-partner\" target=\"_blank\" rel=\"follow noopener\">partners\u003C\u002Fa> are of the same profession. The same holds true for other professional corporations. A partnership or professional corporation of attorneys may not be the owners of a professional corporation of physicians.\u003C\u002Fli>\n\u003Cli>\u003Cstrong>Handling stock shares –\u003C\u002Fstrong> \u003Ca href=\"https:\u002F\u002Fwww.legalnature.com\u002Fcategories\u002Fbusiness-formation\u002Fstock-certificate\" target=\"_blank\" rel=\"follow noopener\">Issued shares of stock\u003C\u002Fa> must specify the shares are part of a professional corporation. In addition, the stock shares must clearly state that transfer of such shares is restricted.\u003C\u002Fli>\n\u003C\u002Ful>",{"id":1880,"level":51,"text":1881,"anchorId":1882,"blockName":8,"blockType":119},"6a0c423f6ab1b500603df5a0","Understanding Taxation of Professional Corporations","understanding-taxation-of-professional-corporations",{"id":1884,"content":8,"legacyHtml":1885,"blockName":8,"blockType":44},"6a0c423f6ab1b500603df5a1","\u003Cp>In nearly all cases, a professional corporation's taxes are the same as a C corporation. There is, however, a flat tax rate rather than a graduated tax rate. To qualify for this, the IRS requires 95% of the business activities to be within the field that the corporation declared. Additionally, 95% of the outstanding shares must be held by employees, both current and former, who provided services to the corporation. There is an exception for heirs of current and former employees as well as estates of former employees.\u003C\u002Fp>\n\u003Cp>Professional service corporations must also use a calendar year as their tax year. There are exceptions to this, provided the corporation requests and receives approval from the tax commissioner. There are other exceptions, but this is important to remember when forming a professional corporation.\u003C\u002Fp>",{"id":1887,"level":51,"text":1888,"anchorId":1889,"blockName":8,"blockType":119},"6a0c423f6ab1b500603df5a2","Limits on Liability","limits-on-liability",{"id":1891,"content":8,"legacyHtml":1892,"blockName":8,"blockType":44},"6a0c423f6ab1b500603df5a3","\u003Cp>As with a typical corporation, shareholders in professional corporations are offered protection from liability for debt of the corporation. The shareholders also have no liability if another owner is guilty of malpractice. However, in the case of malpractice, if a plaintiff can point to the overall corporation's malfeasance in the malpractice, then the professional corporation may be liable.\u003C\u002Fp>\n\u003Cp>Another way that liability rules apply differently than they do in a traditional corporation is limits on liability. In the event that one owner is found to have engaged in any practice that could fall under malpractice statutes, then they have unlimited personal liability for their own acts; they do not have liability for the acts of others. The corporation should ensure that it has the proper levels of insurance. Each individual owner should also carry the appropriate insurance policies, such as malpractice or errors and omissions policies.\u003C\u002Fp>",{"id":1894,"level":51,"text":1895,"anchorId":1896,"blockName":8,"blockType":119},"6a0c423f6ab1b500603df5a4","Advantages of a Professional Corporation","advantages-of-a-professional-corporation",{"id":1898,"content":8,"legacyHtml":1899,"blockName":8,"blockType":44},"6a0c423f6ab1b500603df5a5","\u003Cp>As previously discussed, one of the main advantages is the limit on liability for the misconduct or malpractice of others who are part of the corporation. The benefits do not end there, however. There are some tax benefits, including the ability to contribute higher amounts to 401(k) plans. These types of corporations may also be able to provide certain benefits to employees on a tax-free basis, including life and health insurance. Shareholders may also gain tax benefits; however, it is important to note that the tax rate for a professional corporation in 2017 is 35%. Unlike a corporation where the tax rate is graduated, this applies to all earnings.\u003C\u002Fp>\n\u003Cp>When compared to partnerships, there are other advantages that must be taken into consideration. For example, ownership is easier to transfer, even though it is restricted. Typically, restrictions may be explained in the \u003Ca href=\"https:\u002F\u002Fwww.legalnature.com\u002Fcategories\u002Fbusiness-formation\u002Fshareholder-agreement\" target=\"_blank\" rel=\"follow noopener\">shareholder agreement\u003C\u002Fa>. In addition, while a partnership may have to dissolve when an owner dies or leaves the partnership, a professional corporation is able to move on in perpetuity. This is a significant advantage over other types of ownership. In addition, the fact that members may leave or new members may be added over time is often seen as a benefit. Keep in mind that adding or removing members may require you to file updated articles of incorporation with the state.\u003C\u002Fp>",{"id":1901,"level":51,"text":1611,"anchorId":1902,"blockName":8,"blockType":119},"6a0c423f6ab1b500603df5a6","disadvantages-of-a-professional-corporation",{"id":1904,"content":8,"legacyHtml":1905,"blockName":8,"blockType":44},"6a0c423f6ab1b500603df5a7","\u003Cp>While the formation of a professional corporation does offer liability protection, it does not protect one from personal liability for individual misconduct or malpractice. Additionally, because of tax laws, a professional corporation is likely to be subjected to \u003Ca href=\"https:\u002F\u002Fyourbusiness.azcentral.com\u002Ftaxation-professional-corporation-14721.html\" target=\"_blank\" rel=\"follow noopener\">double taxation\u003C\u002Fa> like other corporations. Finally, not every profession is able to form a professional corporation (the states determine eligibility). Professional corporations are nearly always limited to specific groups such as physicians, veterinarians, attorneys, and other select groups. Not every state allows every type of professional corporation.\u003C\u002Fp>",{"id":1907,"level":51,"text":1908,"anchorId":1909,"blockName":8,"blockType":119},"6a0c423f6ab1b500603df5a8","Why Choose a Professional Corporation?","why-choose-a-professional-corporation",{"id":1911,"content":8,"legacyHtml":1912,"blockName":8,"blockType":44},"6a0c423f6ab1b500603df5a9","\u003Cp>Any time more than one person is conducting business together, they have formed a partnership. However, if a partnership is formed, each partner may be liable for the debts of the partnership and may also be liable for the misconduct or malpractice of the other partners. A professional corporation provides protections similar to that offered by a standard corporation. Before setting up a professional corporation, make sure you understand what protections are offered in your state. In some states (as seen below), there are no waivers of liability among owners.\u003C\u002Fp>",{"id":1914,"level":51,"text":1915,"anchorId":1916,"blockName":8,"blockType":119},"6a0c423f6ab1b500603df5aa","Individual State Regulations May Vary","individual-state-regulations-may-vary",{"id":1918,"content":8,"legacyHtml":1919,"blockName":8,"blockType":44},"6a0c423f6ab1b500603df5ab","\u003Cp>One of the primary reasons for establishing a professional corporation may be to limit liability. It is imperative that you determine what the rules are in your state because individual states may not allow limits on liability even with a professional corporation designation. For example, in Oregon, they strictly hold all members of the professional corporation accountable. The \u003Ca href=\"https:\u002F\u002Fwww.oregonlaws.org\u002Fors\u002F58.185\" target=\"_blank\" rel=\"follow noopener\">Oregon PC statute Sec. 58.185(4)\u003C\u002Fa> specifically states, “Shareholders shall be jointly and severally liable with all of the other shareholders of the corporation for the negligent or wrongful acts or misconduct of any shareholder, or by a person under the direct supervision and control of any shareholder.”\u003C\u002Fp>",{"id":1921,"level":51,"text":1922,"anchorId":1923,"blockName":8,"blockType":119},"6a0c423f6ab1b500603df5ac","Corporate Formalities Still Required","corporate-formalities-still-required",{"id":1925,"content":8,"legacyHtml":1926,"blockName":8,"blockType":44},"6a0c423f6ab1b500603df5ad","\u003Cp>The typical corporate formalities must still be observed when setting up a company as a professional corporation. This includes holding annual meetings and \u003Ca href=\"https:\u002F\u002Fwww.legalnature.com\u002Fcategories\u002Fbusiness-formation\u002Fmeeting_minutes\" target=\"_blank\" rel=\"follow noopener\">recording meeting minutes\u003C\u002Fa>, holding a shareholders' meeting, and following any state-required annual filings. The following items may be laid out in \u003Ca href=\"https:\u002F\u002Fwww.legalnature.com\u002Fcategories\u002Fbusiness-formation\u002Fcorporate-bylaws\" target=\"_blank\" rel=\"follow noopener\">corporate bylaws\u003C\u002Fa>:\u003C\u002Fp>\n\u003Cul>\n\u003Cli>\u003Cstrong>Handling of funds –\u003C\u002Fstrong> There should be a process in place that prohibits the commingling of personal and corporate funds. It may be necessary to spell this out in the bylaws as well as bring it up in the minutes of the first meeting of the board of directors.\u003C\u002Fli>\n\u003Cli>\u003Cstrong>Setting up bank accounts –\u003C\u002Fstrong> The corporation should have its own checking accounts, lines of credit, and credit accounts as needed. In general, a separate \u003Ca href=\"https:\u002F\u002Fwww.legalnature.com\u002Fcategories\u002Fbusiness-formation\u002Fcorporate-resolution\" target=\"_blank\" rel=\"follow noopener\">corporate resolution\u003C\u002Fa> may be required to obtain bank accounts for the corporation.\u003C\u002Fli>\n\u003Cli>\u003Cstrong>Written agreements –\u003C\u002Fstrong> A professional corporation should ensure all agreements are preserved in writing. This may include \u003Ca href=\"https:\u002F\u002Fwww.legalnature.com\u002Fcategories\u002Flandlord-and-tenant\u002Fcombined-lease-agreement\" target=\"_blank\" rel=\"follow noopener\">lease agreements\u003C\u002Fa> for real estate or equipment, employment agreements, and benefits plan agreements.\u003C\u002Fli>\n\u003C\u002Ful>\n\u003Cp>Keep in mind that even though the corporation may be set up as a professional corporation, you will still need to deal with the basics of meeting corporate obligations. The corporation will be required to have its own \u003Ca href=\"https:\u002F\u002Fwww.legalnature.com\u002Fcategories\u002Fbusiness-services\u002Femployer-identification-number\" target=\"_blank\" rel=\"follow noopener\">Employer Identification Number (EIN)\u003C\u002Fa>. Additionally, payroll taxes are a necessity for non-owner employees. The IRS also requires that the professional corporation issue a \u003Ca href=\"https:\u002F\u002Fwww.irs.gov\u002Fpub\u002Firs-pdf\u002Ff1065sk1.pdf\" target=\"_blank\" rel=\"noopener\">Form K-1\u003C\u002Fa> to all owners of the corporation for their individual tax returns.\u003C\u002Fp>\n\u003Cp>There are many benefits to setting up a professional corporation. For some businesses, this may be the only option available. Be sure to check the regulations in your own state before deciding on which corporate structure works best for your organization. Due to some of the limitations placed on professional corporations, it may not be the best business structure to meet your needs.\u003C\u002Fp>",{"id":1928,"level":51,"text":1929,"anchorId":1930,"blockName":8,"blockType":119},"6a0c423f6ab1b500603df5ae","Get The Legal Documents that You Need","get-the-legal-documents-that-you-need",{"id":1932,"content":8,"legacyHtml":1933,"blockName":8,"blockType":44},"6a0c423f6ab1b500603df5af","\u003Cp>We can help you with all of your legal form needs. Let us help you get started today. \u003Ca href=\"https:\u002F\u002Fwww.legalnature.com\u002Fcategories\u002Fbusiness-formation\" target=\"_blank\" rel=\"follow noopener\">Click here to create your business formation documents now\u003C\u002Fa>.\u003C\u002Fp>",{"id":1935,"html":1849,"blockName":8,"blockType":1850},"6a0c423f6ab1b500603df5b0",[1937,1941,1944],{"id":1938,"name":1939,"slug":1940},"6a0c423f6ab1b500603df5b1","C Corp","c-corp",{"id":1942,"name":1316,"slug":1943},"6a0c423f6ab1b500603df5b2","corporation",{"id":1945,"name":1946,"slug":1947},"6a0c423f6ab1b500603df5b3","S Corp","s-corp",[1949],{"id":1950,"name":1951,"slug":1952},"6a0c423f6ab1b500603df5b4","US Article","us-article",{"name":8,"slug":8,"productVersionSlug":8},{"title":1955,"description":1956,"keyword":8,"ogImage":8},"Everything You Need To Know About Professional Corporations | LegalNature","Learn what a professional corporation is, who can form one, and how it differs from a standard corporation or LLC.","2026-09-18T10:01:42.650Z","2026-05-19T10:58:07.382Z",{"title":8,"url":8,"ctaText":8},"related-guides",{"id":1962,"heading":597,"background":598,"blockName":8,"items":1963,"blockType":660,"visibility":2023},"6a42cf5d6a889843572b714e",[1964,1974,1984,1994,2004],{"id":1965,"question":1966,"answer":1967,"legacyHtml":8},"6a42cf9f6a889843572b714f","Can a California licensed professional form a PLLC instead of a professional corporation?",{"root":1968},{"type":28,"format":29,"indent":30,"version":31,"children":1969,"direction":8},[1970],{"type":34,"format":29,"indent":30,"version":31,"children":1971,"direction":8,"textStyle":29,"textFormat":30},[1972],{"mode":37,"text":1973,"type":39,"style":29,"detail":30,"format":30,"version":31},"No. California expressly prohibits professional limited liability companies (PLLCs) under Cal. Corp. Code § 17701.04(e), which states that neither a domestic nor a foreign LLC may render professional services in California. Licensed professionals who want to practice in an entity form must generally use a professional corporation. Attorneys, public accountants, architects, and engineers may alternatively use a registered limited liability partnership (RLLP).",{"id":1975,"question":1976,"answer":1977,"legacyHtml":8},"6a42cfb26a889843572b7150","Can a California professional corporation have only one shareholder?",{"root":1978},{"type":28,"format":29,"indent":30,"version":31,"children":1979,"direction":8},[1980],{"type":34,"format":29,"indent":30,"version":31,"children":1981,"direction":8,"textStyle":29,"textFormat":30},[1982],{"mode":37,"text":1983,"type":39,"style":29,"detail":30,"format":30,"version":31},"Yes. 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