Professional Limited Liability Companies

In some states, professionals that hold a license can form a professional limited liability company (PLLC) rather than the more common LLC.

Updated by Amanda Hayes, Attorney

If you provide a professional service (for example, legal or medical services), you probably need to follow some additional rules related to your profession. You could need to obtain special licenses and permits from state and local governments for yourself and your business.

Depending on your state, you might also need to form a special business entity, like a professional limited liability company (PLLC). Laws and requirements vary from state to state, but here are some general principles regarding PLLCs.

What Is a PLLC?

A PLLC is a business entity designed for licensed professionals, such as lawyers, doctors, architects, engineers, accountants, and chiropractors. While many businesses choose to form a limited liability company (LLC) because of the tax, limited liability, and other benefits, some states don't allow LLCs to be owned by professionals whose occupation requires a license. In these states, licensed professionals who want the benefits of an LLC must form a PLLC instead.


PLLCs and LLCs have a lot in common. Both provide owners with a flexible management structure, tax advantages, and limited liability. However, the two business structures differ in two important ways.

Who can form a PLLC vs. an LLC: Almost any business owner can form an LLC. An LLC can be formed by one or more people or companies as long as they're willing to register their business with the state. On the other hand, PLLCs can only be formed by professionals. States have different lists of who qualifies as a professional. But generally, the term "professional" applies to anyone who has to have a special license, registration, or certification with the state to provide their services.

Personal liability for malpractice: Both LLCs and PLLCs give owners limited liability, meaning owners aren't personally responsible for the business's debts and obligations. A PLLC additionally provides owners protection from malpractice claims against other owners. But you'd be responsible for any claims against your business that are caused by your own malpractice.

PLLC vs. LLP vs. PC

Most states that don't allow professionals to form regular LLCs do allow professionals to form PLLCs, with the notable exception of California. California allows professionals to form registered limited liability partnerships (LLPs) or professional corporations (PCs), but not LLCs or PLLCs.

In general, a PC is like a regular corporation that's reserved for professionals—just like PLLCs are mostly like LLCs but for professionals. A PC, like a corporation, has directors and shareholders, pays corporate income tax, and is governed by the articles of incorporation and bylaws.

In the same way, generally, only professionals form LLPs. LLPs also give owners hands-on, flexible management options and liability protection. But the level of liability protection ranges in LLPs, and LLPs can only be taxed as partnerships.

Limiting Your Liability With a PLLC

One of the major reasons to form a PLLC is because it creates a separation between the individual and the entity. In most cases, if a PLLC is formed, the individual will not be personally liable for the business's debts or any lawsuits against the business.

However, there are instances where a PLLC will not protect you:

Your own malpractice. Forming a PLLC doesn't protect you from malpractice claims for your own malpractice. Because of this, it's a good idea to carry malpractice insurance even if you form a PLLC.

Personal guarantees. In order to receive a loan, banks often require a personal guarantee to back up a loan to a PLLC. Upon signing this agreement, you'll be personally liable for any debts that you guaranteed.

Employee actions. Although a PLLC generally protects you from your employees' actions, if you act in a supervisory role, you can be liable for the actions of the employees whom you supervise.

Intentional or grossly negligent acts. You'll be responsible for any harm that comes from your intentional or grossly negligent acts. General liability insurance can cover negligent acts. But if you do something that's grossly negligent (reckless or willful), then you'll have to pay out of pocket.

Some states require members of certain professions or PLLC members to obtain professional liability insurance or another alternative (such as setting aside funds) to make sure the professionals can pay any claims related to the services they provide. These states usually have a minimum amount that you must be covered for, such as $100,000 or $1 million.

Your licensing authority might also have a similar requirement. You should check with the appropriate agencies to make sure you have the proper coverage.

Service and Membership Restrictions on Your PLLC

Many states have restrictions on:

  • who can form a PLLC, and
  • what services can be provided under a PLLC.

In most states, you can form a PLLC if you provide professional services. In general, professionals that would provide professional services include:

  • certified public accountants
  • architects
  • chiropractors
  • chiropodists
  • dentists
  • engineers
  • land surveyors
  • life insurance agents
  • lawyers
  • optometrists
  • physical therapists
  • physicians and surgeons
  • podiatrists
  • professional counselors, and
  • veterinarians.

Your state might not only have rules about which professionals can form a PLLC but also how many professionals must make up the membership of a PLLC. For example, your state might require a majority of the PLLC's members to be licensed.

In addition, your state could restrict your PLLC to one service. In that instance, for example, you could provide physical therapy services but you couldn't also provide pharmaceutical services.

Your state might have additional rules that apply to only certain professions. Also, keep in mind that PLLCs and their members are subject to the regulation of the relevant state professional licensing authorities. Check the laws and rules for your particular profession or consult with a local business attorney for more details.

Forming a Professional LLC

To form a PLLC, you usually must meet specific requirements. For example, in most states, only those who hold professional licenses can own a share of the PLLC. In a few states, a licensed professional must be the organizer of the PLLC and sign the appropriate organizational documents (meaning a private company cannot form the PLLC for you).

The process to form a PLLC will be very similar to the process to form an LLC with some additional requirements and tasks specific to your profession. In general, you'll need to:

  1. choose a business name
  2. file articles of organization with the state
  3. draft an operating agreement
  4. apply for required licenses, permits, and registrations, including professional licenses, and
  5. obtain liability insurance.

Choosing a Business Name for Your PLLC

Most states have naming restrictions for PLLCs. You should check your state's laws for specific requirements. Additionally, the laws for your particular profession could impose other restrictions on names. Usually, your business name must include one of the following entity designations:

  • "Professional Limited Liability Company"
  • "Professional Limited Liability Co."
  • "Professional Ltd. Co.," or
  • "PLLC."

Your entity designation might also include periods or other abbreviations. Depending on your state and profession, you might also need to include the full names or surnames of all members depending on your state and profession. For example, some state bars require law firms to include each law partner's surname.

Other than following your state's naming requirements, you should also choose a business name that's not the same as or too similar to any other name that's already registered with the state. States usually have databases of business names and trade names that have already been registered. You should check these databases and other sources to find out whether your proposed business name is available.

Filing Your Articles of Organization

In some cases, the state licensing board for your profession must approve your articles of organization or similar organizational document. The requirements will differ depending on the state and the particular profession. Getting licensing board approval is an extra step in the LLC formation process and, as a result, it sometimes takes longer to form a PLLC than an LLC.

You can usually register your PLLC by completing and mailing in your articles of organization or by filing online. Your state's secretary of state's office or a similar agency will likely handle your company filings.

How to Form a PLLC in Your State

If you want to form a PLLC in your state, you need to review your state's PLLC laws. You can find information on naming rules, membership restrictions, and registration requirements. You can also visit your state's website for instructions and additional guidance.

For more state-specific guidance, check out our state guide to forming a professional LLC.

Forming a PLLC (Professional Service Company) in Colorado

Unlike the majority of other states, Colorado's LLC Act doesn't include provisions specifically for LLCs that provide professional services, nor is there a separate PLLC Act. Also unlike almost every other state, Colorado's corporation laws don't specifically include provisions for professional corporations. (A few other states largely base their rules for PLLCs on pre-existing PC laws.)

Instead, the legal basis for PLLCs in Colorado—as well as for other forms of so-called professional service companies—derives from the state's various laws regulating professions and occupations (Title 12 of the Colorado Statutes).

Colorado's rules for naming PLLCs. In general, all Colorado LLCs, including PLLCs, must contain the term or abbreviation "limited liability company," "ltd. liability company," "limited liability co.," "ltd. liability co.," "limited," "l.l.c.," "llc," or "ltd." Colorado law also allows you to use "P.L.L.C" or "PLLC." (Colo. Rev. Stat. § 7-90-601 (2023).)

Service and membership restrictions. Service and membership restrictions on Colorado PLLCs can differ among the various professions. For example, if a PLLC provides certified public accountant (CPA) services, a majority of its members must be licensed certified public accountants in good standing in Colorado or another state. Moreover, members of PLLCs providing CPA services can only practice accountancy and services that are "suitable and proper" for a CPA to perform. (Colo. Rev. Stat. § 12-100-114 (2023).)

Filing articles of organization. The articles to register your PLLC are the same as the articles to register an LLC. You must file the articles of organization online with the Colorado Secretary of State. As of 2023, the filing fee for the articles of organization is $50.

After formation, you might also need to register your PLLC with the appropriate professional regulating agency. Be aware that the laws for your particular profession, or the regulating authority for your profession, could require that you include additional language in your articles of organization. For more information, check with the regulating agency or a local business attorney.

Forming a PLLC in Florida

Florida law allows those providing professional services to form PLLCs. Florida defines a "professional service" as one that requires a license or other legal authorization. For example, professionals in Florida can include CPAs, dentists, chiropodists, architects, veterinarians, attorneys, and life insurance agents. (Fla. Stat. § 621.03 (2023).)

In addition, Florida's Professional Service Corporation and Limited Liability Company Act clarifies that the categories of professional services aren't limited to those explicitly listed under the law. If you're unsure whether members of your licensed or authorized profession are allowed to form a PLLC in Florida, check with a local business attorney.

Florida's rules for naming PLLCs. The name of a Florida PLLC must contain the words "professional limited liability company," the abbreviation "P.L.L.C." or the designation "PLLC." (Fla. Stat. § 621.12 (2023).)

Service and membership restrictions. A Florida PLLC can only engage in the business of providing the professional services for which it's organized. (However, apart from providing those professional services, a PLLC can invest its funds, for example, in real estate or stocks.) All members of a Florida PLLC must be licensed to provide the specific professional services offered by the PLLC. (Fla. Stat. §§ 621.08 - 621.09 (2023).)

Filing articles of organization. You can file your articles of organization with the Division of Corporations, which is a part of the Florida Department of State. You must include a statement of specific purpose (for example, practice of law, accounting services, etc.). As of 2023, the filing fee is $125.

You can file the articles online or download a blank articles of organization form by going to the Division of Corporations website (known as Sunbiz). The downloadable form, which includes a form cover letter and a form to designate your LLC's registered agent, is designed for use with all LLCs, not just PLLCs. You can also find instructions for filing your PLLC on the Sunbiz website.

Forming a PLLC in Michigan

Michigan's LLC Act provides a list of professionals that can form a PLLC (also called a "professional service LLC" in Michigan). The list includes chiropractors, physicians, surgeons, architects, engineers, land surveyors, and attorneys. You can find a full list under Article 9 of Michigan's LLC Act. (Mich. Comp. Laws § 450.4902 (2023).)

Michigan's rules for naming PLLCs. Michigan requires that your PLLC contain the words "professional limited liability company," or the abbreviation "P.L.L.C." or "P.L.C." with or without periods or other punctuation. (Mich. Comp. Laws § 450.4903 (2023).)

Service and membership restrictions. In general, a Michigan PLLC can provide professional services in more than one profession if doing so isn't otherwise prohibited by state law. In such cases, each PLLC member or manager must be licensed in at least one of the professional services that the PLLC provides.

However, special rules and restrictions apply to PLLCs that provide the following services:

  • professional services that are included within Michigan's public health code
  • medicine, osteopathic medicine and surgery, and podiatric medicine and surgery
  • architecture, professional engineering, or professional surveying, and
  • public accounting.

(Mich. Comp. Laws § 450.4904 (2023).)

Filing articles of organization. You can file your articles by mail (Form CSCL/CD-701) or online with the Michigan Department of Licensing and Regulatory Affairs LARA. The articles must specify which service or services the PLLC will provide. As of 2023, the filing fee is $50.

Forming a PLLC in North Carolina

Professional LLCs in North Carolina follow the same rules and definitions of "professional services" listed under the state's Professional Corporation Act. North Carolina provides a list of professionals that can form both a PC and PLLC. In addition to the more common professionals, the list includes psychologists, marriage and family therapists, speech and language pathologists and audiologists, landscape architects, social workers, geologists, foresters, and soil scientists. (N.C. Gen. Stat. § 55B-2 (2023).)

North Carolina's rules for naming PLLCs. The name of a North Carolina PLLC must contain the word "Professional" or the abbreviation "P.L.L.C." or "PLLC." (N.C. Gen. Stat. § 57D-2-02 (2023).)

Service and membership restrictions. Generally speaking, a North Carolina PLLC can only provide one type of professional service along with related (ancillary) services. However, several specific combinations of professional services are also allowed. For example, PLLCs that provide some combination of architectural, landscape architectural, engineering, or land surveying, geological, and soil science services are allowed as long as at least one PLLC member is licensed to provide each of the services offered by the PLLC. Similarly, many combinations of specific medical services are permitted. (N.C. Gen. Stat. § 55B-14 (2023).)

In general, and with a few exceptions, all members of a North Carolina PLLC must be licensed to provide a professional service offered by the PLLC. (N.C. Gen. Stat. §§ 55B-4 and following (2023).)

Filing articles of organization. You can file your articles of organization with the Secretary of State (SOS). You can download blank articles (Form PLLC-02) from the SOS website to fill out and mail in. As of 2023, the filing fee is $125.

You must include your licensing board certification with your articles submission. The certification will verify that the distribution of your PLLC's membership interests is lawful.

Forming a PLLC in Tennessee

Under Tennessee's PLLC laws, "professional service" is defined only generally, as a service that:

  • can be lawfully provided only by a person licensed or otherwise authorized by a Tennessee licensing authority to render the service, and
  • can't be lawfully rendered by a corporation under the Tennessee Business Corporation Act or by a typical (non-professional) LLC.

(Tenn. Code § 48-248-102 (2023).)

If you're unsure whether your Tennessee-licensed or authorized profession is considered a professional service for the purpose of forming a PLLC, check with a local business attorney.

Tennessee's rules for naming PLLCs. A Tennessee PLLC must contain the words "professional limited company," "professional limited liability company," "professional LLC," "limited liability professional company," or the abbreviations "P.L.C.," "P.L.L.C.," or such abbreviations without punctuation.

The name can't include the word "corporation" or "incorporated" or an abbreviation of either or both of those words. The name also can't contain language stating or implying that it's organized for a purpose other than what's allowed under Tennessee's PLLC law and is stated in the PLLC's articles of organization. (Tenn. Code § 48-248-301 (2023).)

Service and membership restrictions. A Tennessee PLLC can only provide the professional services indicated in its articles of organization (not excluding making investments on behalf of the PLLC.) A PLLC can provide professional services within two or more professions, or engage in other business activities if the combination of professional services and other business activities is specifically authorized by the Tennessee licensing laws applicable to each profession in the combination.

Each PLLC member must have a state license. A Tennessee PLLC generally can't have members who aren't licensed to practice a profession stated in the PLLC's articles of organization. However, there's a key exception to this general rule: A PLLC can have non-licensed members if allowed by the licensing authority which licenses the professionals forming the PLLC. Check with the appropriate professional licensing authority for more information. (Tenn. Code § 48-248-401 (2023).)

Filing articles of organization. File your articles of organization with the Tennessee Secretary of State (SOS). You can download a blank articles of organization form (Form SS-4270) by going to the SOS website. You can also file online at the state's NewBiz website. As of 2023, the filing fee is $50 per LLC member with a minimum fee of $300 and a maximum fee of $3,000.

You'll also need to deliver a certified copy of the articles of organization to each licensing authority with jurisdiction over the professional services described in the articles of organization. (Tenn. Code § 48-248-601 (2023).)

Forming a PLLC in Washington

Washington PLLCs follow the laws set out in the Professional Service Corporation Act. The Act defines "professional services" as those that require a license or other legal authorization. For example, those who perform a professional service would include CPAs, dentists, physicians, architects, veterinarians, and attorneys.

Washington's rules for naming PLLCs. PLLCs must contain either the words "professional limited liability company," or the words "professional limited liability" and the abbreviation "Co." A PLLC can instead include the designation "P.L.L.C." or "PLLC." A PLLC organized to provide dental services must include the full names or last names of all members along with only the word "chartered" or the words "professional services" or the abbreviation "P.L.L.C." or "PLLC." (Wash. Rev. Code § 23.95.305 (2023).)

Service and membership restrictions. A Washington PLLC can only provide the professional services indicated in its certificate of formation. (Wash. Rev. Code § 18.100.080 (2023).)

Generally speaking, all members of a Washington PLLC must be licensed to provide the professional services offered by the PLLC. However, not all members must be licensed by the State of Washington as opposed to other states. For manager-managed PLLCs, at least one manager must be legally authorized to practice the PLLC's profession in Washington. (Wash. Rev. Code § 18.100.060 (2023).)

Filing articles of organization. You must file a certificate of formation with the Washington Secretary of State (SOS). You can file the certificate of formation online or download a blank certificate form from the SOS website. As of 2023, the filing fee is $200 if filed online and $180 if filed by mail.

Getting Help With Forming a PLLC

Once you've reviewed your state's relevant laws, forming a PLLC is fairly straightforward. You'll need to make sure that you can form a PLLC in the first place and that you're only providing the type and number of services allowed under your state's laws.

Most professionals can form a PLLC on their own. But if you're unsure whether you can provide additional services, whether you can allow new members to your PLLC, or need help drafting your operating agreement, consider reaching out to a business attorney.

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