Professional Corporation

Limited liability and asset protection for licensed professionals.

An ideal entity for lawyers, physicians, engineers, and other licensed professionals, forming a professional corporation can help you protect your personal assets against lawsuits aimed at your practice, debts of the business, and the negligence or malpractice of an associate.

$89+ state fees

What are the potential benefits of starting a professional corporation?

Protect your assets

A professional corporation's limits the personal liability of the professional corporation's shareholders from ordinary business debts and obligations.

Corporate advantages

Professional corporations are entitled to all of the benefits gained from incorporation, such as perpetual existence, the ability to offer shares, and favorable tax treatment.

Protect your reputation

Forming a professional corporation enables the shareholders and/or employees of the business to avoid personal liability for another employee's negligence.

We handle all of the paperwork

Our filing experts can quickly and accurately file professional corporations for doctors, accountants, optometrists, and other licensed professionals.

Why form a Professional Corporation?

A professional corporation (sometimes referred to as a personal services corporation, or PC) is a structure authorized by state law for licensed professions. These professional corporations are usually similar to regular corporations but have to meet certain special requirements. Generally, the shareholders, directors, and officers must belong to the same profession, and often must provide proof of good standing of their licenses to qualify.

It is important to note that most states vary in their requirements regarding licensing of professional activities, therefore, we encourage you to seek the advice of an attorney if you fall within the "Professional Services" statute of your state.

Unlike a regular corporation, a professional corporation does not absolve a professional for personal liability for her own negligence or malpractice. The main reason why groups of professions choose this organizational structure is that, unlike a general partnership, owners are not personally held responsible or liable for the malpractice of other owners.

What are the benefits of filing as a professional corporation?

Forming a professional corporation provides benefits that include limited liability protection for its owners against the debts and legal obligations of the business, as well as the ability to deduct the cost of benefits it provides to employees and officers.

A professional corporation provides the additional benefit of protecting the owners from the actions or malpractice of the other owners. For example, if a partner in a medical practice causes injury and is later the target of a lawsuit, the other owners personal assets would be shielded. This makes a professional corporation an ideal choice for doctors, dentists and optometrists.

Professional corporations can also sell shares of stock to raise capital, although those shares must be held directly or indirectly by qualified people, either employees who are currently performing professional services for the corporation, retired employees, or their heirs or estates.

What kinds of businesses should form a professional corporation?

To form a professional corporation, a business must meet certain requirements, which can vary from state to state. Professional corporations are limited to businesses who offer professional services that often require state licenses. According to most states, this usually consists of the following activities:

  • Medical Services
  • Legal Services and Representation
  • Accounting and Financial Services
  • Architectural Services
  • Additional services may be included, depending on your state

You'll need to call your state's corporate filing office (usually the Secretary of State or Corporation Commissioner) to see which professions are required to form professional corporations in your own state. Additionally, some states may require proof of good standing for your state licenses.

What happens when you file a Professional Corporation?

Professional Corporations are formed by filing Articles of Incorporation in the state in which the business will operate. The act of incorporating creates a legal entity. Often there are requirements by the certifying agency overseeing the practice of the professional. The specific language that may be required by the professional's governing board should be included in the Articles of Incorporation for the Professional Corporation.

LLC vs Corporation: What are the main differences?

Watch our video see the difference between a corporation and a limited liability company.

Need additional assistance?

Contact our experts with any additional questions.


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Frequently asked questions

When you decide to incorporate your business, there are four different business entities to choose from: C-Corporation, S-Corporation, Non-Profit Corporation, or Professional Corporation . Read more or compare business entities in our Comparison Chart.

If your corporation will be engaging in what your state might call "Professional Services," the Articles of Incorporation must bear special language and the corporation must be formed pursuant to certain statutory provisions.

"Professional Services" according to most states usually consists of the following activities:

  • Medical Services
  • Legal Services and Representation
  • Accounting and Financial Services
  • Architectural Services
  • Other services may be included in this list depending on your selected state of incorporation

It is important to note that most states vary in their requirements regarding licensing of professional activities, therefore, we encourage you to seek the advice of an attorney if you fall within the "Professional Services" statute of your state.

Read more about Professional Corporations.

Our applications allow you to name up to four officers for your corporation when you file with us. Most states allow businesses to authorize one person to serve in the three mandatory positions:

  • President
  • Treasurer
  • Secretary or Clerk

This person's responsibility and authority changes for each position.

The President The President has the overall executive responsibility for the management of the corporation and is directly responsible for carrying out the orders of the board of directors. He or she is usually elected by the board of directors.

The Treasurer The Treasurer is the chief financial officer of the corporation and is responsible for controlling and recording its finances and maintaining corporate bank accounts. Actual fiscal policy of the corporation may rest with the Board of Directors and be largely controlled by the President on a day-to-day basis.

The Secretary The Secretary is typically responsible for maintaining the corporate records. In addition to these required officer positions, a corporation may also have vice presidents and/or assistant secretaries or assistant treasurers.

The purpose of a Registered Agent is to provide a physical address for your business so that it can accept official documents on behalf of your corporation (tax notices, annual reports, legal-process documents such as a summons, etc.).

The primary benefit of this service is that it provides a layer of privacy between you and the public. As the Registered Agent's name and address is one of public record, generally the Registered Agent's legal address will be the one listed in all official public documents.

Penalties for not maintaining a Registered Agent may include fines or revocation of business's corporate legal status. Please note that post office boxes are not allowed.

Learn more in "Registered Agent Services".

To keep your business legally viable, there are a number of steps you may need to follow after you incorporate your business. For example, you may need to file an Article of Amendment if you need to make changes to your company. You also may need to issue stock or file an Annual Report, which is a requirement in most states. Our business filing experts can help you process necessary changes to your business.

Learn more on how to maintain your corporation