> ## Documentation Index
> Fetch the complete documentation index at: https://mso.getlemma.com/llms.txt
> Use this file to discover all available pages before exploring further.

# Form a professional association (PA)

> The PA recipe for states that use the form (notably Texas physicians and some Florida practices) and how it differs procedurally from a PC.

A **professional association (PA)** is a distinct professional entity form used in a smaller number of states. **Texas** physicians commonly organize as PAs; **Florida** also uses the form. Mechanically it functions much like a professional corporation, with state-specific differences in formation, governance, and naming.

Do not assume the PA form is available or appropriate outside the states that use it. In most states the choice is between a PC and a PLLC. Confirm on your [state page](/reference/legal/states/texas) and with counsel.

## Prerequisites

* Confirmed that your state uses the PA form for your profession
* A licensed clinician owner, fully vetted
* A compliant name
* A registered agent
* Healthcare counsel licensed in the state

## Texas: the main case

Texas physicians typically organize as a **professional association** under the Texas Business Organizations Code, or as a **PLLC**. The PA is the traditional form.

Key Texas considerations:

* **Ownership** is restricted to licensed physicians, with limited statutory exceptions
* **Officers and directors** must generally be licensed
* Texas also recognizes **certified nonprofit health organizations** under Occupations Code § 162.001 as an alternative structure permitting physician employment, a different architecture worth evaluating before defaulting to a PA
* Texas is a **strict CPOM state**, so the MSA's clinical carve-out matters more than usual

See [Texas](/reference/legal/states/texas).

## Steps

<Steps>
  <Step title="Confirm the PA is the right form">
    In Texas, compare PA against PLLC with counsel — the practical differences are modest and the choice is often driven by tax planning and precedent.
  </Step>

  <Step title="Clear the name">
    PA naming requires the designator, "P.A." or "Professional Association", and may be subject to board naming rules. File a DBA if the brand differs.
  </Step>

  <Step title="Appoint a registered agent">
    In the state of formation.
  </Step>

  <Step title="File the certificate of formation">
    Include:

    * **A professional purpose statement**
    * **A licensee ownership attestation**
    * Governance structure — PAs are typically governed like corporations, with directors and officers
    * Registered agent and office
  </Step>

  <Step title="Adopt bylaws and hold the organizational meeting">
    Elect directors and officers (licensees where required), adopt bylaws, authorize the issuance of ownership interests and the opening of bank accounts. Record by written consent.
  </Step>

  <Step title="Issue ownership interests with transfer restrictions">
    With a restrictive legend if certificated. Execute the transfer restriction agreement at or immediately after issuance.
  </Step>

  <Step title="Get the EIN">
    Free from the IRS. Save the CP 575 and record the legal name exactly.
  </Step>

  <Step title="Register for state taxes and as an employer">
    In Texas this includes the **franchise tax** and Workforce Commission registration. Note that Texas has no state income tax but does impose a franchise (margin) tax on entities.
  </Step>
</Steps>

## Verify it worked

* [ ] State-stamped certificate of formation
* [ ] Entity active and in good standing
* [ ] Bylaws and organizational consents in the minute book
* [ ] Ownership interests issued with transfer restrictions in place
* [ ] CP 575 received; legal name recorded
* [ ] Franchise tax and employer registrations complete

## Common failure modes

| Failure                                                                      | Consequence                                  |
| ---------------------------------------------------------------------------- | -------------------------------------------- |
| Using the PA form in a state that doesn't recognize it                       | Invalid professional entity                  |
| Filing an ordinary corporation instead of a PA                               | Professional entity requirements unmet       |
| Non-licensee officers or directors                                           | Governance defect in a strict state          |
| Overlooking the certified nonprofit health organization alternative in Texas | A potentially better structure not evaluated |
| Missing the franchise tax registration                                       | Loss of good standing                        |


## Related topics

- [Form a professional corporation](/guides/formation/form-a-pc.md)
- [Form a PLLC](/guides/formation/form-a-pllc.md)
- [PC vs PLLC vs PA (vs corp vs LLC)](/concepts/entities/pc-vs-pllc-vs-pa.md)
- [Alternatives to MSO-PC](/concepts/model/alternatives-to-mso-pc.md)
- [Texas — CPOM & MSO reference](/reference/legal/states/texas.md)
- [Florida — CPOM & MSO reference](/reference/legal/states/florida.md)