> ## 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 PLLC

> File articles of organization for a professional limited liability company: the professional purpose statement, member licensure, the operating agreement, and where PLLCs are unavailable.

A **professional limited liability company (PLLC)** is an LLC restricted to licensees of a specified profession. Where available, it offers lighter governance and default pass-through taxation compared to a PC. It is **not** available for every profession in every state.

**Confirm availability before you plan around it.** Several states do not permit PLLCs for the practice of medicine — California is the significant example, where medical practices use professional corporations under the Moscone-Knox Professional Corporation Act. Availability can also differ by profession within one state.

## Prerequisites

* Confirmed that your state permits a PLLC **for your profession** — see your [state page](/reference/legal/states/california)
* A licensed clinician who will be the sole member, fully vetted
* A compliant name
* A registered agent
* Healthcare counsel engaged

## Steps

<Steps>
  <Step title="Confirm PLLC availability for your profession">
    Check the state's LLC act and the professional entity provisions, plus the licensing board's rules. A state permitting PLLCs for dentistry may not permit them for medicine.
  </Step>

  <Step title="Clear the name">
    PLLCs require their own designator, "PLLC", "P.L.L.C.", or "Professional Limited Liability Company" depending on the state. The same surname constraints and board-approval requirements that apply to PCs often apply here.
  </Step>

  <Step title="Obtain board pre-approval, if required">
    Some states require a licensing board certificate before filing. Budget weeks.
  </Step>

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

  <Step title="File articles of organization">
    Must include:

    * **A professional purpose statement** limiting the company to the specified professional service
    * **A member licensure attestation**
    * Management structure — member-managed is simplest for a single-member professional entity
    * Registered agent and office
  </Step>

  <Step title="Adopt an operating agreement">
    The PLLC's equivalent of bylaws, and the more important document because LLC statutes default to permissive rules. It should address:

    * **Membership interests**, restricted to licensees
    * **Transfer restrictions**, cross-referenced to, or integrated with, the transfer restriction agreement
    * **Management and voting**
    * **Clinical authority**, stating explicitly that professional judgment rests with the licensed members
    * **Distributions**
    * **Dissolution and what happens on a member's death, disability, or loss of license**
  </Step>

  <Step title="Execute the transfer restriction agreement">
    A PLLC has membership interests rather than certificated shares, so the mechanism differs from a PC's — restrictions typically live in the operating agreement plus a separate agreement, rather than a legend on a certificate. Make sure the mechanics actually work under your state's LLC act. See [Draft the stock transfer restriction](/guides/agreements/draft-stock-transfer-restriction).
  </Step>

  <Step title="Get the EIN">
    Free and same-day from the IRS. Save the CP 575.

    Note: a single-member LLC is a disregarded entity by default, but it still needs its own EIN as an employer, and payers will require one.
  </Step>

  <Step title="Register with state tax and labor agencies">
    Withholding and unemployment insurance.
  </Step>

  <Step title="Raise tax classification with your CPA">
    Default pass-through, with S-corporation election available. Different analysis from a PC's, and worth an actual conversation.
  </Step>
</Steps>

## PC vs PLLC, the practical differences

|                                | PC                                        | PLLC                               |
| ------------------------------ | ----------------------------------------- | ---------------------------------- |
| Ownership unit                 | Shares                                    | Membership interests               |
| Governing document             | Bylaws                                    | Operating agreement                |
| Governance burden              | Board, officers, annual meetings, minutes | Lighter; member or manager managed |
| Transfer restriction mechanism | Legend on certificate + agreement         | Operating agreement + agreement    |
| Default tax                    | C-corporation                             | Disregarded or partnership         |
| Availability                   | Nearly universal                          | Varies by state and profession     |

<Tip>
  **The lighter governance is a genuine advantage and a subtle risk.** Corporate formalities are part of what evidences the PC as a separately governed entity. A PLLC with no meetings, no consents, and no records is easier to characterize as an instrumentality of the MSO. Document decisions even though the statute doesn't require it. See [Maintain corporate formalities](/guides/formation/maintain-corporate-formalities).
</Tip>

## Verify it worked

* [ ] State-stamped articles of organization
* [ ] Entity active and in good standing
* [ ] Operating agreement executed, with clinical authority and transfer restrictions addressed
* [ ] CP 575 received; legal name recorded exactly
* [ ] Tax and employer registrations complete

## Common failure modes

| Failure                                                         | Consequence                                   |
| --------------------------------------------------------------- | --------------------------------------------- |
| PLLC not permitted for your profession in that state            | Entity may be invalid for practice            |
| Ordinary LLC filed instead of a professional LLC                | No professional entity; ownership rules unmet |
| Operating agreement silent on clinical authority                | Weakens the CPOM posture                      |
| Transfer restrictions that don't work under the state's LLC act | No succession mechanism                       |
| MSO holding a membership interest                               | Direct CPOM violation                         |
| Name missing the PLLC designator                                | Filing rejected                               |


## Related topics

- [Form a professional corporation](/guides/formation/form-a-pc.md)
- [Form a professional association (PA)](/guides/formation/form-a-pa.md)
- [Draft the stock transfer restriction agreement](/guides/agreements/draft-stock-transfer-restriction.md)
- [PC vs PLLC vs PA (vs corp vs LLC)](/concepts/entities/pc-vs-pllc-vs-pa.md)
- [Who can own a professional entity](/concepts/entities/who-can-own-what.md)
- [California — CPOM & MSO reference](/reference/legal/states/california.md)