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Do I Need a Professional Corporation for My Consulting Practice in CA?

Started by mike_t_1 · Feb 3, 2025 · 5 replies
For informational purposes only. This is not legal advice.
CP
mike_t_1OP

Not gonna lie, looking for advice on this situation. Do I Need a Professional Corporation for My Consulting Practice in CA? Anyone been in this spot?

Details: I'm in a situation where I need to understand my legal options. Has anyone dealt with something similar?

HS
landlordissues_6

The "best state" for incorporation depends entirely on your specific situation. Delaware makes sense for VC-backed startups. Wyoming for privacy. Your home state for most small businesses. Don't pay extra for a fancy jurisdiction if you don't need the specific benefits.

PM
panic_mode_founder

The most important thing for LLC protection isn't the state you form in — it's whether you maintain the corporate formalities. Separate bank accounts, proper record-keeping, adequate capitalization. Without these, the LLC is just a piece of paper.

RL
seriously_though_12Attorney

The most important thing for LLC protection isn't the state you form in — it's whether you maintain the corporate formalities. Separate bank accounts which sucks, proper record-keeping, adequate capitalization. Without these, the LLC is just a piece of paper haha.

CO
CourtClerkAmy_9

Starting my dental practice and trying to understand the California professional corporation (PC) requirements. Do I HAVE to form a PC, or can I use a regular corporation or LLC?

AP
alex_p_nyc_6

In California, licensed professionals (doctors, dentists, lawyers, accountants, etc.) who want to incorporate MUST use a professional corporation. You cannot use a regular corporation or LLC for a dental practice. This is governed by the Moscone-Knox Professional Corporation Act (Corp. Code ยง 13400-13410).

Key PC requirements:

  • All shareholders must be licensed professionals in the same or related field. You can't have non-dentist investors as shareholders.
  • Officer requirements: Chair, president, and majority of directors must be licensed in the profession.
  • Name: Must include "Professional Corporation" or "A Professional Corporation" (abbreviated to "PC" or "A PC" is also acceptable).
  • Annual certification: Must file an annual statement with the applicable licensing board (Dental Board of California).
  • No LLC option: Unlike many states, California does NOT allow PLLCs (Professional Limited Liability Companies) for dentists.

The PC does NOT protect you from malpractice liability โ€” you're still personally liable for your own professional negligence. But it does protect your personal assets from general business debts (leases, vendors, employee claims, etc.).