Professional Corporation Attorney
Most licensed professionals are required by their board to operate through a Professional Corporation, not an LLC. Delina forms APCs for physicians, attorneys, accountants, and the full range of licensed professionals, with the board-specific rules built in from the start.
Get Started →The licensing board controls the entity form.
Most licensed professionals are required by their licensing board to operate through a Professional Corporation rather than an LLC. The rule reflects the policy that a licensed professional providing the licensed service should hold the same individual responsibility through the corporate form as the professional would hold operating individually. The Professional Corporation provides liability protection for non-professional liabilities, rent, payroll obligations, vendor disputes, but does not shield the professional from liability for professional negligence in rendering the licensed service.
Where the professional intends to operate through a corporate form rather than as a sole proprietor or in a partnership, the Professional Corporation is typically the only available entity. An LLC is not available because the controlling state LLC law generally does not permit licensed professionals to operate through an LLC. Delina forms Professional Corporations across a wide range of recognized professions, with the licensing board’s specific rules controlling on shareholder eligibility, naming, and the scope of the licensed service the corporation can provide.
The professionals required to incorporate this way.
The following licensed professionals are typically required by the controlling board to operate through a Professional Corporation if the practice is conducted through a corporate form: physicians and surgeons (Medical Corporation), dentists (Dental Corporation), optometrists, chiropractors, and other licensed health professionals with the corporation type matching the board.
Also: attorneys (Law Corporation), certified public accountants (Accountancy Corporation), architects (Architectural Corporation), engineers (Professional Engineering Corporation), marriage and family therapists, licensed clinical social workers and professional clinical counselors, pharmacists (Pharmacy Corporation), veterinarians (Veterinary Corporation), and other licensed professionals subject to a board that requires the Professional Corporation form.
What the corporate form does, and where it stops.
Non-Professional Liability Protection
The corporation, not the licensed professional individually, bears liability for the rent, payroll obligations, vendor disputes, and other non-professional liabilities of the practice.
A Federal Tax Election Framework
The Professional Corporation can elect S-corporation treatment where eligibility is met, producing self-employment-tax savings on the distribution portion above reasonable compensation, or operate as a C-corporation where the pass-through structure does not fit.
A Corporate Governance Framework
Bylaws governing board composition, officer roles, voting, indemnification, and amendment, calibrated to the practice’s actual operating model.
A Foundation for Buy-Ins and Succession
The shareholder agreement and the underlying buy-sell mechanics govern how new partners come in, how retiring partners exit, and how a deceased shareholder’s interest is handled.
A Vehicle for Branding and Licensing
The Professional Corporation owns the trademarks, the practice name, the logo, and the goodwill of the practice, and is the entity that contracts with payors, vendors, and patients or clients.
What It Does Not Provide
No protection for professional negligence in rendering the licensed service. The professional remains personally liable for malpractice. Malpractice insurance is the framework that protects against that exposure, not the corporate form.
Each licensing board imposes its own requirements.
Shareholder Eligibility
Most licensing boards require all shareholders to be licensed in the same profession. Some allow a limited percentage of non-licensed shareholders within bounded categories. The firm runs the analysis on the specific board’s rules and structures the cap table to comply.
Naming Conventions
Most boards require the corporate name to include specific words, the licensed-profession descriptor and “Corporation” or “Inc.”, and to comply with the board’s marketing rules. The firm calibrates the name to those requirements.
Bar or Board Registration
Some Professional Corporations must register separately with the licensing board in addition to the state-level corporate registration. The firm coordinates the additional registration as part of the formation engagement.
Officer and Director Requirements
Some licensing boards require all officers and directors to be licensed in the relevant profession. Others permit a limited mix. The firm calibrates the governance structure to the controlling rule.
Practice Scope
The corporation may only provide the licensed service it is formed to provide. A Medical Corporation cannot provide accounting services. The firm calibrates the corporate purpose statement and the actual operations to the licensed scope.
Conversion From an Existing Structure
For a professional already operating as a sole proprietor or partnership, the engagement includes the structural conversion, preserving client and payor relationships, transferring operating contracts and licenses, and addressing the tax treatment.
Coordinated with the S-corporation election.
For most licensed-professional practices producing meaningful net income, the S-corporation election is the right federal tax structure. The election produces self-employment-tax savings on the distribution portion of the income above the reasonable-compensation threshold. Delina files the election alongside the formation where the math supports it, produces the Reasonable Compensation Memorandum that supports the salary allocation under audit, and addresses the recurring compliance the election creates. Where a practice sits below the breakeven threshold or has structural reasons not to elect, the firm advises on the alternatives that fit better.
Formation engagements are flat per scope and most run three to six weeks from intake through state and licensing-board filings, covering the bylaws, shareholder consent, S-corporation election where applicable, EIN, Statement of Information, FinCEN BOI report, board registration, post-formation resolutions, and the compliance calendar. Fees are committed in writing in the engagement letter before drafting begins. See Fees.
This page is general guidance, not legal advice on any specific practice. Reading it does not create an attorney-client relationship. Attorney-client relationships are formed only on a signed engagement agreement.
Further reading on tax strategy.
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Forming or restructuring a professional practice?
Tell Delina about the profession, the licensing board, and the ownership structure. The intake scopes the formation, the tax election, and the board-specific compliance the corporation requires.
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