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

I publish illustrative scenarios prepared by my practice. The participants and conversations are fictional. These are not posts by real users, accounts of client experiences or reports of actual results.
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.).