How to Form a PLLC in Rhode Island

Here are the basic rules for forming professional limited liability companies (PLLC) in Rhode Island.

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As a licensed professional in Rhode Island you can structure your business as a Rhode Island 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.

What is a Rhode Island PLLC?

A Rhode Island PLLC is a limited liability company (LLC) formed specifically by people who will provide Rhode Island 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.

What is a Professional Service in Rhode Island?

Under the applicable Rhode Island law, a professional service is a personal service provided by any of the following authorized persons:

  • physicians
  • dentists
  • attorneys at law
  • professional engineers
  • architects
  • certified public accountants and licensed public accountants
  • veterinarians
  • chiropractors
  • podiatrists
  • registered nurses
  • optometrists
  • physical therapists
  • landscape architects
  • land surveyors
  • opticians
  • physician assistants
  • psychologists; or
  • midwives or nurse-midwives.

Anyone who is authorized to practice one of these professions can form a Rhode Island PLLC.

How Do I Form a Rhode Island PLLC?

To form your Rhode Island PLLC you'll need to:

  • have the state license for each professional who will be a member of the company
  • check with the state licensing board for your profession to see if its prior approval is required, (and, if so, obtain the necessary documentation showing that approval), and
  • file articles of organization with the Secretary of State (SOS) that include a statement of the professional service(s) that will be rendered by the PLLC.

There are also additional filing requirements for PLLCs engaged in certain professions. For example, PLLCs engaged in engineering, land surveying, architecture, or landscape architecture must file evidence with the Secretary of State of a current certificate of registration from the relevant state board.

All Rhode Island PLLCs also must have minimum amounts of professional liability (malpractice) insurance.

You can download a blank articles of organization form by going to the SOS website. The form is in PDF format and you can type in the required information on your computer (you will have to print it out in order to sign it). The current filing fee is $150.

Naming Restrictions

Rhode Island requires that your PLLC's name end with either the words "limited liability company" or the upper or lower case letters "l.l.c." with or without punctuation. For additional important information on LLC names, check the Business Name, Location & Licenses section of the Nolo website.

Service and Membership Restrictions

In general, a Rhode Island PLLC can only provide one kind of professional service. However, Rhode Island law allows the following groups of authorized professionals to form PLLCs that provide a combination of related professional services:

  • physicians, dentists, registered nurses, podiatrists, optometrists, physician assistants, chiropractic physicians, physical therapists, psychologists, midwives, or nurse-midwives
  • landscape architects, professional engineers, architects, and land surveyors; and
  • certified public accountants and licensed public accountants.

All members of a Rhode Island PLLC must be authorized to practice the professional services offered by the PLLC. No member of a Rhode Island PLLC may be a member of another corporation engaged in the practice of the same profession without the approval of all relevant regulatory agencies. Rhode Island PLLCs and/or their members are subject to the regulation of the relevant state professional licensing authorities.

Operating Agreement

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.

A PLLC Will Not Protect You From All Liability

Forming your professional service business as a PLLC will protect you personally from:

  • creditors seeking to collect unpaid debts owed solely by the PLLC
  • liability for the malpractice of other PLLC members (technically known as "vicarious liability"), and
  • people who are personally injured in connection with your PLLC because of things having nothing to do with your own professional malpractice or torts (for example, if someone slips and falls in your PLLC's offices).

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:

  • you personally guarantee repayment of a business loan
  • you engage in professional malpractice (such as completely botching a patient's treatment or egregiously mishandling a client's case), or
  • you intentionally or negligently commit a tort (such as assaulting someone).

As mentioned above, Rhode Island law requires all PLLCs to carry minimum amounts of malpractice insurance.

A PLLC is Different From a Professional Corporation

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:

  • a PLLC, like other LLCs, is comprised of members, but a PC, like other corporations, is comprised of shareholders
  • following from the previous point, PLLC ownership consists of so-called membership interests in the business, but PC ownership is based on shares of stock; and
  • a PLLC, like other LLCs, is a so-called pass-through tax entity, meaning that in most states only the individual members have income tax obligations, while a PC, like other corporations, usually has its own income tax obligations.

The tax differences between PLLCs and PCs can become complicated. Unlike most other states, Rhode Island imposes a flat annual tax on LLCs. (More information on this tax is available in other Nolo LLC articles.) Moreover, 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.

Rhode Island 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.

Additional Information

For more information on the requirements for forming and operating an LLC in Rhode Island, 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.

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