As a licensed professional in North Dakota you can structure your business as a North Dakota professional limited liability company (PLLC). This will give you protection from several important types of liability. It also may provide certain tax advantages compared to other ways of structuring your business.
A North Dakota PLLC is a limited liability company (LLC) formed specifically by people who will provide North Dakota licensed professional services. LLCs in general are businesses registered with the state that consist of one or more people—called LLC members—who own the business. Like other LLCs, PLLCs protect their individual members from people with claims for many (but not all) types of financial debts or personal injuries.
Under North Dakota's Professional Organizations Act, professional service is defined only generally, as a service that requires a license before the service can be performed, and also requires an undergraduate or advanced college degree in the specific professional field as a condition of licensure. Other states' laws often provide itemized lists of professional services. These lists typically include, at a minimum, physicians, surgeons, dentists, lawyers, certified public accountants, professional engineers, architects, and veterinarians, but often include other professions, as well. If you're unsure whether your North Dakota-licensed profession is considered a professional service for the purpose of forming a PLLC, check with a local business attorney.
To form your North Dakota PLLC you'll need to:
Additional requirements may apply if your PLLC will have minority owners.
The Secretary of State has a blank articles of organization form (Form SFN 58701) available on its website. The form includes helpful instructions. You can also file the articles of organization online. The current filing fee for the articles of organization is $135.
North Dakota requires that your PLLC's name contain the words "professional limited liability company" or "limited liability company," or the abbreviations "P.L.C.," "PLC," "P.L.L.C.," "PLLC," "L.L.C.," or "LLC." For additional important information on LLC names, check the Business Name, Location & Licenses section of the Nolo website.
A North Dakota PLLC can provide more than one kind of professional service if allowed by the licensing laws for each of the professional services to be provided. Generally speaking, all members of a North Dakota PLLC must be licensed to provide the professional services offered by the PLLC. A person cannot simultaneously be an owner of more than one PLLC providing the same professional service. North Dakota PLLCs and/or their members are subject to the regulation of the relevant state professional licensing authorities.
You should make sure you have an operating agreement for your PLLC. Unlike professional licenses, articles of organization, naming restrictions, and service restrictions, this is not a state requirement. However, it is important to have an operating agreement so that all members of the PLLC, as well as outside companies and businesses (for example banks), know what the internal rules are for the company. Depending on your own level of knowledge and expertise, you should consider having a lawyer assist you in preparing this document.
Forming your professional service business as a PLLC will protect you personally from:
Regarding protection from liability for the malpractice of fellow PLLC members, be aware that, for some professions in some states, PLLC members are required to have a minimum amount of malpractice insurance before they are eligible for such protection. Therefore, it's always a good idea to double check your state's PLLC laws, as well as your state's rules for your particular profession, regarding minimum insurance requirements.
Meanwhile, you are personally responsible if:
Because you are not protected from your own malpractice, you should make sure you have professional liability insurance—and, if applicable, that your coverage meets any minimum insurance requirements.
A PLLC is not the same thing as a professional corporation (PC). A PLLC is a newer type of business entity than a PC. Here are some of the key differences:
The tax differences between PLLCs and PCs can become complicated. For example, a PC can elect a special tax status (S corporation status) that effectively makes it a pass-through tax entity like a PLLC. And, meanwhile, PCs that don't elect special status may be subject to double taxation—in other words, both the PC itself and its shareholders may have to pay taxes on business income.
North Dakota allows professionals to form both PLLCs and PCs, and both PLLCs and PCs provide liability protection for, respectively, their members or shareholders. Because the protection is essentially the same for both PLLCs and PCs, but PLLCs are simpler to create and operate, many professionals prefer the PLLC structure.
For more information on the requirements for forming and operating an LLC in North Dakota, such as those relating to annual reports and taxes, see Nolo's articles in 50-State Guide to Forming an LLC and 50-State Guide to Annual Report and Tax Filing Requirements for LLCs, along with the other articles on LLCs in the LLC section of the Nolo website.