Quick answer: Forming a California Professional Corporation requires confirming profession eligibility under the Moscone-Knox Professional Corporation Act (California Corporations Code §§ 13400–13410), selecting a compliant business name, filing Articles of Incorporation with the California Secretary of State, drafting bylaws, obtaining an EIN, holding an organizational board meeting, filing a Statement of Information, making an S corporation election, and filing a Limited Offering Exemption Notice.

Licensed professionals in California face a narrow set of business structure options. The California Professional Corporation is, for most licensed professions, the only entity structure permitted to deliver professional services in corporate form. This post outlines each step required to establish a California Professional Corporation, explains the key structural differences from other entity types, and highlights the compliance obligations that follow formation.

Working with an experienced corporate attorney throughout this process is not optional—it is essential. The Moscone-Knox Professional Corporation Act imposes profession-specific requirements, and errors at the formation stage can jeopardize the corporation’s standing with the licensing board, its tax elections, and its securities law compliance.

What is a California Professional Corporation?

A California Professional Corporation is a corporation organized under California Corporations Code §§ 100–2319 for the purpose of rendering professional services in a single profession. Under California Corporations Code § 13401(b), “professional services” are any services that may be lawfully rendered only pursuant to a license, certification, or registration authorized by the Business and Professions Code, the Chiropractic Act, or the Osteopathic Act.

Eligible professions include accounting, acupuncture, architecture, chiropractic, clinical social work, dentistry, law, marriage and family therapy, medicine, nursing, optometry, physical therapy, psychology, and many others. The full list of eligible professions and their corresponding statutory authority is set forth in California Corporations Code § 13401.5 and the applicable sections of the California Business and Professions Code.

California Professional Corporations are governed by the Moscone-Knox Professional Corporation Act (California Corporations Code §§ 13400–13410). The General Corporation Law applies to California Professional Corporations except where its provisions conflict with or are inconsistent with the Moscone-Knox Act. California Corporations Code § 13403.

How Does a California Professional Corporation Differ from a General Stock Corporation?

A California general stock corporation—including a corporation electing S corporation status—may be owned by a shareholders regardless of licensure. A California Professional Corporation is different: it is a separate legal entity and business entity formed under California law to provide services in a licensed field. Shares may only be issued to, and held by, only professionals licensed in the same profession or same field, subject to profession-specific exceptions already discussed elsewhere. Officers, corporate directors, and professional employees must also generally be licensed persons, subject to limited statutory exceptions. Eligible professions are defined under California Corporations Code §§ 13401(d) and 13401.5, and these entities are used by solo practice owners with only one shareholder as well as firms with multiple shareholders; depending on the field, California law may require specialized forms such as a law corporation or medical corporations for a law firm, medical practice, medical professionals, or certified public accountants as applicable. Both a general stock corporation and a California Professional Corporation may elect S corporation status for federal tax purposes, and both are subject to California’s $800 annual minimum franchise tax. The critical distinction is ownership eligibility. A general stock corporation cannot lawfully render professional services requiring a license under California law. Unlike regular corporations or a traditional corporation that may provide other services, a California corporation formed as a Professional Corporation must follow state rules, including filing the required paperwork with the state’s office and meeting name standards that apply to that professional activity; those legal obligations help preserve liability protection for owners’ personal assets.

Why Can’t a California Professional Practice Use an LLC or PLLC?

California does not permit a licensed practice to use any limited liability company structure, even though traditional corporations and other regular corporations may be owned without the same licensure restrictions. California Corporations Code § 17701.04(b) expressly prohibits LLCs from rendering professional services as defined in California Corporations Code § 13401(a), unless the applicable provisions of the Business and Professions Code for a specific profession explicitly authorize an LLC to hold the requisite license. A professional llc is likewise not recognized under California law. California Corporations Code § 17701.04(b); see also 102 Ops Cal Atty Gen 1 (2019). Licensed professionals are prohibited from forming standard LLCs in California. A California Professional Corporation is different: unlike a sole proprietorship, it is reserved for licensed practice, and generally only professionals in the same profession may own shares, serve as corporate directors, or act as professional employees, subject to limited statutory exceptions. It may have one shareholder or multiple shareholders, and if there are fewer shareholders the director requirement is reduced accordingly; otherwise, professional corporations must have at least three directors. Licensed professionals who wish to operate in a pass-through entity structure must use a California Professional Corporation taxed as an S Corporation, which unlike ordinary corporations is specifically designed to provide professional services while helping protect owners’ personal assets from business debts, though legal obligations and personal malpractice still remain.

Should a Licensed Professional Consider a California General Partnership?

California General Partnerships expose each partner to unlimited personal liability for the debts, obligations, and torts of the partnership and its partners, and unlike a limited liability company, California generally does not allow licensed professionals to render services through an LLC unless a statute specifically permits it. A California Professional Corporation limits personal liability for the commercial and general liability obligations of the California Professional Corporation, as well as for the malpractice of co-shareholders—though a professional cannot limit their own malpractice liability through corporate form. California Business and Professions Code § 6160. California General Partnerships are also tax-inefficient compared to a California Professional Corporation taxed as an S-Corp: California General Partnership income is subject to self-employment tax on all net profits, whereas a California Professional Corporation that makes the election can offer potential tax benefits by allowing shareholders to receive a reasonable salary subject to payroll taxes, with remaining distributions not subject to self-employment tax. Compared with a sole proprietorship, this structure also creates a separate entity for licensed practice where California does not offer the professional LLC option for these professions.

Step 1: Determine Whether a California Professional Corporation is Required

Before you form a California Professional Corporation, confirm that the intended profession is eligible for incorporation under California law and that the applicable licensing board permits or requires a certificate of registration for California Professional Corporations. California requires licensed practices to satisfy profession-specific state requirements, and some medical professionals may need to use medical corporations instead. California Corporations Code §§ 13401(a), 13401.3. Each licensing board—the Medical Board of California, the California State Bar, the California Board of Accountancy, and others—has its own registration requirements for California Professional Corporations.

An experienced corporate attorney can confirm whether a California Professional Corporation is required for a given profession, what registration or certificate requirements apply, and whether any profession-specific restrictions affect ownership, governance, or naming; when properly taxed as an S-Corp, it may also offer tax benefits by allowing a reasonable salary with remaining profits distributed separately.

Step 2: Complete Pre-Filing Requirements

California requires some licensed professionals to form a California Professional corporation to meet state requirements for their practice before filing with the California Secretary of State, though some medical professionals may need medical corporations rather than a standard professional corporation depending on the applicable board and statutes:

• Confirm shareholder eligibility. All shareholders must hold the required professional license. California Corporations Code §§ 13401(b), 13401.5. For certain professions, other licensed professionals may hold shares as long as their combined ownership does not exceed 49% of all outstanding shares.
• Choose a compliant business name. The professional corporation’s name must comply with the naming rules of the specific licensing board governing the profession, and the state’s office reviews filings for compliance. California Corporations Code § 13409. An experienced corporate attorney can confirm name compliance before filing and help ensure the Articles include required stock shares information and any additional details.
• Appoint a registered agent. A California Professional Corporation must designate an agent for service of process with a California street address. P.O. boxes are not acceptable.

Step 3: File Articles of Incorporation with the California Secretary of State

The Articles of Incorporation must be prepared by an experienced corporate attorney and must comply with the Moscone-Knox Professional Corporation Act; pre-filing review may also require general details that later appear in state filings to form the legal entity. Required elements include:

• Choose a compliant business name that satisfies the licensing board’s rules and the California Secretary of State’s office requirements. Names must be distinguishable from existing business entities.
• A statement of the specific profession to be practiced and that the corporation may practice only that profession. California Corporations Code § 13404.
• A statement that the corporation is a professional corporation within the meaning of the Moscone-Knox Professional Corporation Act (California Corporations Code §§ 13400–13410). California Corporations Code § 723 (see also California Corporations Code § 13401(b)).
• Appoint a registered agent by designating the name and California street address of the agent for service of process to receive legal documents.
• Include the corporation’s stock shares information as required in the foundational filing documents.

The Articles of Incorporation are filed with the California Secretary of State. The filing fee is $100. A certified copy of the Articles of Incorporation may be obtained for an additional $5. The California Professional Corporation is considered formed on the date the Secretary of State files the Articles of Incorporation. California Corporations Code § 110.

Step 4: Draft Bylaws for the California Professional Corporation

Bylaws govern the internal affairs of the California Professional Corporation, and filing the Articles creates the legal entity under California law. They should be drafted by an experienced corporate attorney and must be compliant with the Moscone-Knox Professional Corporation Act. Bylaws address shareholder eligibility and share ownership rules, the rights and responsibilities of directors and officers, the scheduling and conduct of board of directors and shareholder meetings, and procedures for transferring or redeeming shares when a shareholder becomes a disqualified person. They are often paired with shareholder agreements that clarify owner rights, governance rules, profit sharing, and decision-making. Required filing details also include the corporation’s authorized stock shares. California Corporations Code §§ 13401(e), 13407.

Step 5: Obtain a Federal EIN from the IRS

A federal Employer Identification Number (EIN) is required for the California Professional Corporation to open bank accounts, hire employees, and file federal and state tax returns. An experienced corporate attorney can apply for the EIN directly from the IRS on behalf of the corporation.

Step 6: Draft Minutes of Organizational Meeting of the Board of Directors

The organizational meeting of the board of directors is a foundational corporate formality. At this meeting, the board approves the bylaws, elects officers, authorizes the issuance of shares, and takes other actions necessary to organize the governance of the California Professional Corporation. All directors and officers must satisfy the licensing requirements of the Moscone-Knox Professional Corporation Act. California Corporations Code § 13403.

Step 7: Draft and File the California Statement of Information

A California Professional Corporation must file an initial Statement of Information with the California Secretary of State within 90 days of the date the Articles of Incorporation are filed. The filing fee is $25. The Statement of Information discloses the principal office address, the names and addresses of directors and officers, and the agent for service of process.

Step 8: Draft and File the S Corporation Election (IRS Form 2553)

A California Professional Corporation that does not make an S corporation election will be taxed as a personal service corporation at the corporate tax rate under Internal Revenue Code § 11(b)(2). Distributions characterized as unreasonable compensation will be subject to tax at both the corporate and shareholder level. California Revenue and Taxation Code §§ 23151, 23501.

An experienced corporate attorney should draft IRS Form 2553 to elect S corporation status. The election must be filed within the deadline prescribed by the Internal Revenue Code to be effective from the date of incorporation. An S corporation election allows income, losses, deductions, and credits to pass through to shareholders, avoiding double taxation, while shareholders earning wages pay payroll taxes on reasonable salary rather than self-employment tax on all net profits.

Step 9: Draft and File the Limited Offering Exemption Notice

The issuance of shares in a California Professional Corporation constitutes a securities transaction under California law. An experienced corporate attorney must draft and file the Limited Offering Exemption Notice (sometimes referred to as a 25102(f) notice or LOEN) with the California Department of Financial Protection and Innovation. This filing notifies the state of the exempt offering of securities to the initial shareholders. Failure to file the Limited Offering Exemption Notice when required can result in civil and criminal penalties and rescission liability under California Corporations Code § 25503. Timely filing protects the corporation and its shareholders from these consequences.

Post-Formation Compliance: Ongoing Obligations

Forming the California Professional Corporation is the beginning of a compliance program, not the end of one. Ongoing obligations include:

• Annual Statements of Information: Filed annually with the California Secretary of State. California Corporations Code § 13400 (see also California Corporations Code § 1502).
• Corporate minutes: Written minutes must be maintained for all meetings and resolutions of the board of directors and shareholders.
• Corporate records: All corporate records must be kept at the principal place of business.
• Professional license renewals: All shareholders must maintain active professional licenses and update board registration records as required.
• Municipal business licenses and permits: All applicable local business licenses and other permits required by law must be obtained and maintained.

Form Your California Professional Corporation with San Diego Corporate Law

The formation of a California Professional Corporation is a multi-step process governed by the Moscone-Knox Professional Corporation Act, profession-specific licensing requirements, federal tax law, and California securities law. Each step requires precision. Errors at any stage—whether in the Articles of Incorporation, the bylaws, the S election deadline, or the Limited Offering Exemption Notice—can result in consequences that are difficult and costly to correct.

San Diego Corporate Law provides experienced legal counsel to licensed professionals forming California Professional Corporations. Contact San Diego Corporate Law to schedule a consultation with an experienced corporate attorney and begin the formation of your California Professional Corporation today.

Frequently Asked Questions About Forming a California Professional Corporation

What professions are required to form a California Professional Corporation in California?

Professions that must practice in corporate form under California law include medicine, law, dentistry, accounting, psychology, physical therapy, chiropractic, nursing, optometry, marriage and family therapy, clinical social work, acupuncture, and others. Eligibility and registration requirements vary by profession and are governed by the California Business and Professions Code and the Moscone-Knox Professional Corporation Act (California Corporations Code §§ 13400–13410).

Can a California LLC or PLLC be used to render professional services in California?

No. California Corporations Code § 17701.04(b) prohibits domestic and foreign LLCs and PLLCs from rendering professional services as defined in California Corporations Code § 13401(a). California does not recognize professional limited liability companies (PLLCs). Licensed professionals must use a California Professional Corporation to operate in corporate form.

Who can own shares in a California Professional Corporation?

Shares may only be issued to and held by licensed persons—individuals licensed to practice the specific profession of the corporation. California Corporations Code §§ 13401(b), (d). For certain professions, other licensed professionals may hold up to 49% of the outstanding shares under California Corporations Code § 13401.5.

How long does a licensed professional have to file the S corporation election after forming a California Professional Corporation?

IRS Form 2553 must be filed within the timeframe prescribed by the Internal Revenue Code for the election to be effective from the date of incorporation. An experienced corporate attorney should manage this deadline to avoid the corporation being taxed as a personal service corporation.

What happens if the Limited Offering Exemption Notice is not filed for a California Professional Corporation?

Failure to file the Limited Offering Exemption Notice with the California Department of Financial Protection and Innovation when required can result in civil and criminal penalties and rescission liability under California Corporations Code § 25503. An experienced corporate attorney should prepare and file this notice promptly after the shares are issued.

What is the filing fee for Articles of Incorporation for a California Professional Corporation?

The filing fee for Articles of Incorporation with the California Secretary of State is $100. A certified copy of the Articles of Incorporation may be obtained for an additional $5.