California professionals who practice in California are permitted to form professional corporations here in California. The statutory authority is set forth in the Moscone-Knox Professional Corporation Act (the “Moscone-Knox Act”). See Cal. Corp. Code, §13400 et seq. Like all types of corporate entities, a Professional Corporation is formed by filing articles of incorporation with the California Secretary of State.

It is often better to form a Professional Corporation than to operate a practice as a sole proprietorship. The corporate form protects personal assets from being seized by business creditors and creating a California Professional Corporation greatly facilitates adding licensed partners to a practice. The corporate form shields each of the partners from liability that may be alleged against the other(s). If you have questions about the requirements of forming a Professional Corporation, or whether a Professional Corporation is the best entity type for your situation, reach out to the trusted corporate attorneys experienced in working with professionals.

Pursuant to California law, a Professional Corporation has certain naming requirements that must be met when the corporation is formed. These name options include:

Accountancy: 5060. “(a) No person or firm may practice public accountancy under any name which is false or misleading.

(b) No person or firm may practice public accountancy under any name other than the name under which the person or firm holds a valid permit to practice issued by the board.

(c) Notwithstanding subdivision (b), a sole proprietor may practice under a name other than the name set forth on his or her permit to practice, provided the name is registered by the board, is in good standing, and complies with the requirements of subdivision (a).

(d) The board may adopt regulations to implement, interpret, and make specific the provisions of this section including, but not limited to, regulations designating particular forms of names as being false or misleading.”

Acupuncture: 4978. “The name of an acupuncture corporation and any name or names under which it may render professional services shall contain words “acupuncture” or “acupuncturist” and wording or abbreviations denoting corporate existence.”

*Per SOS attorneys, cannot use “PC” for designator in acupuncture corp*

Architecture: 5610.3. “The name of a professional architectural corporation and any name or names under which it may be rendering professional services shall contain and be restricted to the name or the last name of one or more of the present, prospective, or former shareholders, or of persons who were associated with a predecessor person, partnership, or other organization and whose name or names appeared in the name of the predecessor organization, and shall include either (1) the words “architectural corporation” or (2) the word “architect” or “architects” and wording or abbreviations denoting corporate existence.”

Audiology: 2537.4. “(b) The name of an audiology corporation under which it may render professional services shall include one of the words specified in subdivision (b) of Section 2530.3 and the word “corporation” or wording or abbreviations denoting corporate existence.”

            2530.3. “(b) A person represents himself or herself to be an audiologist when he or she holds himself or herself out to the public by any title or description of services incorporating the terms “audiology,” “audiologist,” “audiological,” “hearing clinic,” “hearing clinician,” “hearing therapist,” or any similar titles.”

Chiropractic: 1054. “Notwithstanding any other provision of law, the name of a chiropractic corporation and any name or names under which it may be rendering professional services, shall contain the name or the last name of one or more of the present, prospective, or former shareholders, and shall include the word “chiropractic” and the word “corporation” or wording or abbreviations denoting corporate existence.”

Clinical Counselor: 999.125. “The name of a professional clinical counselor corporation and any name or names under which it may be rendering professional services shall contain the words “licensed professional clinical counselor” or “professional clinical counselor” and wording or abbreviations denoting a corporate existence. A professional clinical counselor corporation that conducts business under a fictitious business name shall not use any name that is false, misleading, or deceptive, and shall inform each patient, prior to commencement of treatment, that the business is conducted by a professional clinical counselor corporation.”

Dentistry: 1804. ”Notwithstanding subdivision (i) of Section 1680 and subdivision (g) of Section 1701, the name of a dental corporation and any name or names under which it may be rendering professional services shall contain and be restricted to the name or the last name of one or more of the present, prospective, or former shareholders and shall include the words “dental corporation” or wording or abbreviations denoting corporate existence, unless otherwise authorized by a valid permit issued pursuant to Section 1701.5.”

Law: 6171. “(c) That the name of the law corporation and any name or names under which it renders legal services shall be in compliance with the rules and regulations.

(d) That the law corporation shall obtain from the State Bar, and maintain current, a fictitious name permit when required by the rules and regulations; that the permit may be obtained, maintained, suspended, and revoked pursuant to procedures set forth in the rules and regulations; and that the law corporation shall pay an application and renewal fee for the permit in such amounts as may be determined by the State Bar.

            Rule 3.152 Application to register as a law corporation (B) The name under which the law corporation intends to practice law must include a designation of corporate existence such as “A Professional Corporation”, “A Professional Law Corporation”, “Professional Corporation”, “Professional Law Corporation”, “Law Corporation”, “APC”, A.P.C.”, “PC”, “P.C.” “Prof. Corp.”, “A Professional Legal Corporation”, “Professional Legal Corporation”, “A Legal Corporation”,  “Corporation,” “A California Professional Corporation” “Incorporated”, or “Inc.”

Licensed Clinical Social Worker: 4998.2. “Notwithstanding Section 4996, the name of a licensed clinical social worker corporation and any name or names under which it may be rendering professional services shall contain the words “licensed clinical social worker” and wording or abbreviations denoting corporate existence.

A licensed clinical social worker corporation that conducts business under a fictitious business name shall not use any name which is false, misleading, or deceptive, and shall inform the patient, prior to the commencement of treatment, that the business is conducted by a licensed clinical social worker corporation.”

Licensed Marriage and Family Therapist: 4987.7. ”The name of a marriage and family therapy corporation shall contain one or more of the words “marriage,” “family,” or “child” together with one or more of the words “counseling,” “counselor,” “therapy,” or “therapist,” and wording or abbreviations denoting corporate existence. A marriage and family therapy corporation that conducts business under a fictitious business name shall not use any name that is false, misleading or deceptive, and shall inform the patient, prior to the commencement of treatment, that the business is conducted by a marriage and family therapy corporation.”

Licensed Professional Clinical Counselor:  4999.125.  “The name of a professional clinical counselor corporation and any name or names under which it may be rendering professional services shall contain the words “licensed professional clinical counselor” or “professional clinical counselor” and wording or abbreviations denoting a corporate existence. A professional clinical counselor corporation that conducts business under a fictitious business name shall not use any name that is false, misleading, or deceptive, and shall inform each patient, prior to commencement of treatment, that the business is conducted by a professional clinical counselor corporation.”

Medical:  If only the name or surname (last name) of the physician or podiatrist is used, followed by Medical Doctor, M.D., Podiatrist, Doctor of Podiatric Medicine, D.P.M., Medical Corporation, Medical Corp., Podiatry Corporation, Podiatry Corp., Professional Corporation, Prof. Corp., Corporation, Corp., Incorporated or Inc. Examples: “John Doe Medical Corporation” or “John Doe, M.D. Inc.” would not require a fictitious name permit as long as John Doe matches the legal name on the physician’s medical license.

Naturopathic Medicine: 3674. “The name of a naturopathic corporation and any name or names under which it may render professional services, shall contain the words “naturopathic” or “naturopathic doctor” and, as appropriate, wording or abbreviations denoting its status as a corporation.”

Nursing: 2778. “The name of a nursing corporation and any name or names under which it may render professional services shall contain the words “nursing” or “registered nursing,” and wording or abbreviations denoting corporate existence.”

Optometry: 3163. “Except as provided in Section 3078, the name of an optometric corporation and any name or names under which it may be rendering professional services shall contain and be restricted to the name or the last name of one or more of the present, prospective, or former shareholders and shall include the words optometric corporation or wording or abbreviations denoting corporate existence, provided that the articles of incorporation shall be amended to delete the name of a former shareholder from the name of the corporation within two years from the date the former shareholder dies or otherwise ceases to be a shareholder.”

Osteopathy: CA 16 CCR Section 1676

• Any Fictitious name shall contain the designation “medical group”, “medical clinic”, “medical corporation”, “medical associates”, “medical center”, or “medical office”. Such designation shall be contiguous in the name style and not separated by intervening words. This requirement also applies to those applicants who are sole practitioners.
• A group or clinic containing both a corporate and non-corporate entity or a partnership of corporations shall not use wording or abbreviations denoting corporate existence. When a professional corporation is an applicant, it shall use in its fictitious name style one of the word(s) or abbreviations denoting corporate existence as required by these regulations.
• The Board shall not issue a fictitious name permit for a name style which is false or misleading or which is so similar to a name previously authorized in the same geographical area as to be deceptive, misleading, or subject an individual consumer to confusion with a previously permitted fictitious name.
• The use of word(s) or abbreviation(s) following a licensed person’s name denoting affiliation with a professional medical society or association shall not create a fictitious name; however, the use of any word(s) or abbreviation(s) which denotes a particular specialty in medical practice which is advertised or disseminated in public.

Pharmacy: 4152. “The name of a pharmacy corporation and any name or names under which it may render professional services shall contain the word “pharmacist,” “pharmacy,” or “pharmaceutical” and wording or abbreviations denoting corporate existence.”

Physical Therapy: 2693. “The name of a physical therapy corporation and any name or names under which it may render professional services shall contain the words “physical therapy” or “physical therapist”, and wording or abbreviations denoting corporate existence.”

Physician Assistant: 3543. “The name of a physician assistant corporation and any name or names under which it may render professional services shall contain the words “physician assistant,” and wording or abbreviations denoting corporate existence.”

Podiatry: If only the name or surname (last name) of the physician or podiatrist is used, followed by Medical Doctor, M.D., Podiatrist, Doctor of Podiatric Medicine, D.P.M., Medical Corporation, Medical Corp., Podiatry Corporation, Podiatry Corp., Professional Corporation, Prof. Corp., Corporation, Corp., Incorporated or Inc. Examples: “John Doe Medical Corporation” or “John Doe, M.D. Inc.” would not require a fictitious name permit as long as John Doe matches the legal name on the physician’s medical license.

Podiatry Fictitious Name Permit Requirements: The proposed name cannot be misleading, deceptive, confusing, or similar to a previously issued name. A doctor of podiatric medicine must include the designation (word) “podiatric,” “podiatry,” “podiatrist,” “foot” or “ankle.” (Title 16, Division 13.9, Section 1399.688(b) of the California Code of Regulations.)

2415. “(a) Any physician and surgeon or any doctor of podiatric medicine, as the case may be, who as a sole proprietor, or in a partnership, group, or professional corporation, desires to practice under any name that would otherwise be a violation of Section 2285 may practice under that name if the proprietor, partnership, group, or corporation obtains and maintains in current status a fictitious-name permit issued by the Division of Licensing, or, in the case of doctors of podiatric medicine, the California Board of Podiatric Medicine, under the provisions of this section.
2416. The use of any fictitious, false, or assumed name, or any name other than his or her own by a licensee either alone, in conjunction with a partnership or group, or as the name of a professional corporation, in any public communication, advertisement, sign, or announcement of his or her practice without a fictitious-name permit obtained pursuant to Section 2415 constitutes unprofessional conduct. This section shall not apply to the following:

(a) Licensees who are employed by a partnership, a group, or a professional corporation that holds a fictitious name permit.

(b) Licensees who contract with, are employed by, or are on the staff of, any clinic licensed by the State Department of Health Services under Chapter 1 (commencing with Section 1200) of Division 2 of the Health and Safety Code.

(c) An outpatient surgery setting granted a certificate of accreditation from an accreditation agency approved by the medical board.

(d) Any medical school approved by the division or a faculty practice plan connected with the medical school.

Psychology: 2998. “The name of a psychological corporation and any name or names under which it may render professional services shall contain one of the words specified in subdivision (c) of Section 2902, and wording or abbreviations denoting corporate existence.”

2902. (c) A person represents himself or herself to be a psychologist when the person holds himself or herself out to the public by any title or description of services incorporating the words “psychology,” “psychological,” “psychologist,” “psychology consultation,” “psychology consultant,” “psychometry,” “psychometrics” or “psychometrist,” “psychotherapy,” “psychotherapist,” “psychoanalysis,” or “psychoanalyst,” or when the person holds himself or herself out to be trained, experienced, or an expert in the field of psychology.

Shorthand Reporting: 8043. “The name of a shorthand reporting corporation and any name or names under which it may be rendering professional services shall contain and be restricted to the name or the last name of one or more of the present, prospective, or former shareholders or of persons who were associated with a predecessor person, partnership, corporation or other organization and whose name or names appeared in the name of such predecessor organization, and shall include either (a) the words “shorthand reporting corporation;” (b) the title “certified shorthand reporter,” or the abbreviation “C.S.R.,” and wording or abbreviations denoting corporate existence; or (c) the words “a professional corporation.”

Speech Language Pathology: 2537.4. “(a) The name of a speech-language pathology corporation under which it may render professional services shall include one of the words specified in subdivision (a) of Section 2530.3 and the word “corporation” or wording or abbreviations denoting corporate existence.”

            2530.3. (a) A person represents himself or herself to be a speech-language pathologist when he or she holds himself or herself out to the public by any title or description of services incorporating the words “speech pathologist,” “speech pathology,” “speech therapy,” “speech correction,” “speech correctionist,” “speech therapist,” “speech clinic,” “speech clinician,” “language pathologist,” “language pathology,” “logopedics,” “logopedist,” “communicology,” “communicologist,” “aphasiologist,” “voice therapy,” “voice therapist,” “voice pathology,” or “voice pathologist,” “language therapist,” or “phoniatrist,” or any similar titles; or when he or she purports to treat stuttering, stammering, or other disorders of speech.

Veterinary Medicine: 4911. “Notwithstanding any other provision of law, the name of a veterinary corporation and any name or names under which it renders professional services shall include the words “veterinary corporation” or wording or abbreviations denoting corporate existence.”

Consult with the experienced San Diego corporate attorneys to ensure that the name you want for your Professional Corporation is compliant.

When forming a Professional Corporation, retain an experienced San Diego corporate attorney to provide advice and assistance. There are special rules under the Moscone-Knox Act with respect to who may be shareholders — owners — in a Professional Corporation. Likewise, there are limitations on who may be on the board of directors and who may serve as senior management. A Professional Corporation is unique in this way.

The permitted shareholders, who may also serve as officers and directors, but who may not be greater in number than the professionals and must collectively hold 49% or less of the shares are as follows:

Medical corporations:

Licensed doctors of podiatric medicine;
Licensed psychologists;
Registered nurses;
Licensed optometrists;
Licensed marriage and family therapists;
Licensed clinical social workers;
Licensed physician assistants;
Licensed chiropractors;
Licensed acupuncturists;
Naturopathic doctors;
Licensed professional clinical counselors;
Licensed physical therapists;
Licensed pharmacists; and
Licensed midwives.

Podiatric medical corporations:

Licensed physicians and surgeons;
Licensed psychologists;
Registered nurses;
Licensed optometrists;
Licensed chiropractors;
Licensed acupuncturists;
Naturopathic doctors; and
Licensed physical therapists.

Psychological corporations:

Licensed physicians and surgeons;
Licensed doctors of podiatric medicine;
Registered nurses;
Licensed optometrists;
Licensed marriage and family therapists;
Licensed clinical social workers;
Licensed chiropractors;
Licensed acupuncturists;
Naturopathic doctors;
Licensed professional clinical counselors; and
Licensed midwives.

Speech-language pathology corporations:

Licensed audiologists.

Audiology corporations:

Licensed speech-language pathologists.

Nursing corporations:

Licensed physicians and surgeons;
Licensed doctors of podiatric medicine;
Licensed psychologists;
Licensed optometrists;
Licensed marriage and family therapists;
Licensed clinical social workers;
Licensed physician assistants;
Licensed chiropractors;
Licensed acupuncturists;
Naturopathic doctors;
Licensed professional clinical counselors; and
Licensed midwives.

Marriage and family therapist corporations:

Licensed physicians and surgeons;
Licensed psychologists;
Licensed clinical social workers;
Registered nurses;
Licensed chiropractors;
Licensed acupuncturists;
Naturopathic doctors;
Licensed professional clinical counselors; and
Licensed midwives.

Licensed clinical social worker corporations:

Licensed physicians and surgeons;
Licensed psychologists;
Licensed marriage and family therapists;
Registered nurses;
Licensed chiropractors;
Licensed acupuncturists;
Naturopathic doctors; and
Licensed professional clinical counselors.

Physician assistants corporations:

Licensed physicians and surgeons;
Registered nurses;
Licensed acupuncturists;
Naturopathic doctors; and
Licensed midwives.

Optometric corporations:

Licensed physicians and surgeons;
Licensed doctors of podiatric medicine;
Licensed psychologists;
Registered nurses;
Licensed chiropractors;
Licensed acupuncturists; and
Naturopathic doctors.

Chiropractic corporations:

Licensed physicians and surgeons;
Licensed doctors of podiatric medicine;
Licensed psychologists;
Registered nurses;
Licensed optometrists;
Licensed marriage and family therapists;
Licensed clinical social workers;
Licensed acupuncturists;
Naturopathic doctors;
Licensed professional clinical counselors; and
Licensed midwives.

Acupuncture corporations:

Licensed physicians and surgeons;
Licensed doctors of podiatric medicine;
Licensed psychologists;
Registered nurses;
Licensed optometrists;
Licensed marriage and family therapists;
Licensed clinical social workers;
Licensed physician assistants;
Licensed chiropractors;
Naturopathic doctors;
Licensed professional clinical counselors; and
Licensed midwives.

Naturopathic doctor corporation:

Licensed physicians and surgeons;
Licensed psychologists;
Registered nurses;
Licensed physician assistants;
Licensed chiropractors;
Licensed acupuncturists;
Licensed physical therapists;
Licensed doctors of podiatric medicine;
Licensed marriage and family therapists;
Licensed clinical social workers;
Licensed optometrists;
Licensed professional clinical counselors; and
Licensed midwives.

Dental corporations:

Licensed physicians and surgeons;
Dental assistants;
Registered dental assistants;
Registered dental assistants in extended functions;
Registered dental hygienists;
Registered dental hygienists in extended functions; and
Registered dental hygienists in alternative practice.

Professional clinical counselor corporation:

Licensed physicians and surgeons;
Licensed psychologists;
Licensed clinical social workers;
Licensed marriage and family therapists;
Registered nurses;
Licensed chiropractors;
Licensed acupuncturists;
Naturopathic doctors; and
Licensed midwives.

Physical therapy corporations:

Licensed physicians and surgeons;
Licensed doctors of podiatric medicine;
Licensed acupuncturists;
Naturopathic doctors;
Licensed occupational therapists;
Licensed speech-language therapists;
Licensed audiologists;
Registered nurses;
Licensed psychologists;
Licensed physician assistants; and
Licensed Midwives.

Registered dental hygienist in alternative practice corporation:

Registered dental assistants;
Licensed dentists;
Registered dental hygienists; and
Registered dental hygienists in extended functions.

Licensed midwifery corporation:

Licensed physicians and surgeons;
Licensed psychologists;
Registered nurses;
Licensed marriage and family therapists;
Licensed clinical social workers;
Licensed physician assistants;
Licensed chiropractors;
Licensed acupuncturists;
Licensed naturopathic doctors;
Licensed professional clinical counselors; and
Licensed physical therapists.

The corporation may have employees — such as a receptionist or a book-keeper — who are not licensed as long as those employees are not providing any sort of professional services.

Contact San Diego Corporate Law Today

For more information, contact attorney Michael J. Leonard, Esq., or Christina Gandy-Delgadillo, Esq., of San Diego Corporate Law. Michael and Christina can be reached at (858) 483-9200 or via email. These experienced corporate attorneys can ensure your Professional Corporation is set up correctly and can assist with the annual maintenance of your California Professional Corporation. San Diego Corporate Law provides a host of legal services for businesses including formation of other types of corporate entities.