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  1. California PLLC Formation: The Complete 2026 Guide

California PLLC Formation: The Complete 2026 Guide

Form My California Professional Corporation
Table of Contents

    Key Takeaways

    • California does NOT offer a PLLC as a distinct entity type — California doesn't merely lack a PLLC option — it affirmatively bars licensed professionals from forming ANY LLC at all, including a plain vanilla one, under Corp. Code § 17701.04. Instead, licensed professionals must use a Professional Corporation under the Moscone-Knox Professional Corporations Act (Corp. Code §§ 13400-13410), or in some fields a Registered Limited Liability Partnership (law, public accountancy, architecture, engineering, and land surveying specifically).
    • California does not require licensing board pre-approval as a condition of filing
    • Limited. Only specific "allied" licensed professions named in the governing practice act may share ownership, and only up to 49% — you can't freely combine any two licensed professions the way some states' PLLCs allow.
    • Same-day PLLC formation available through LLC Attorney, at no markup on state fees

    If you're a licensed professional in California — a doctor, lawyer, accountant, or similar occupation — you won't find a PLLC option, and it's more than just an absence: California law affirmatively bars licensed professionals from using any LLC at all, plain or professional.

    This guide covers exactly what that means in 2026 — why the Moscone-Knox Professional Corporation is your actual option, the 51%+ same-profession ownership rule, the $100 filing fee, the mandatory malpractice insurance requirement, and the $800 minimum annual franchise tax that applies regardless of how the year went.

    NoPLLC (or any LLC) available
    $100Professional Corporation filing fee
    51%+Minimum same-profession ownership
    $800/yrMinimum annual franchise tax

    What Is a California PLLC?

    A Professional Limited Liability Company (PLLC) is a special LLC designation for licensed professionals — doctors, lawyers, accountants, and similar occupations. It works like a regular LLC, but ownership is restricted to people who hold the same professional license, and formation often requires sign-off from your licensing board before the state will accept your filing.

    No. California doesn't merely lack a PLLC option — it affirmatively bars licensed professionals from forming ANY LLC at all, including a plain vanilla one, under Corp. Code § 17701.04. Instead, licensed professionals must use a Professional Corporation under the Moscone-Knox Professional Corporations Act (Corp. Code §§ 13400-13410), or in some fields a Registered Limited Liability Partnership (law, public accountancy, architecture, engineering, and land surveying specifically).

    Who Needs a PLLC in California?

    Physicians, dentists, optometrists, chiropractors, psychologists, veterinarians, acupuncturists, physical therapists, speech-language pathologists/audiologists, clinical social workers, marriage and family therapists, nurses, physician assistants, pharmacists, attorneys, CPAs, architects, and engineers must all use a Professional Corporation or LLP — California's LLC Act bars an LLC from rendering "professional services" as broadly defined, with no confirmed carve-out for any of them.

    Who Can Own a California PLLC?

    At least 51% of shares must be held by licensees in the corporation's primary profession, with up to 49% permitted to specified "allied" licensed professions — no lay or unlicensed ownership is allowed except a narrow assistant secretary/treasurer carve-out.

    Limited. Only specific "allied" licensed professions named in the governing practice act may share ownership, and only up to 49% — you can't freely combine any two licensed professions the way some states' PLLCs allow.

    What Liability Protection Does a PLLC Actually Provide?

    A PLLC protects you from business debts and from a co-owner's malpractice — but it never shields you from your own malpractice. If you personally provide negligent professional services, you remain personally liable for that regardless of the entity structure.

    A California Professional Corporation protects shareholders from each other's malpractice and from ordinary business debts, but never from a shareholder's own negligent professional acts — the same core principle that would apply to a PLLC if California offered one.

    Yes — California Professional Corporations are generally required to carry professional liability insurance covering shareholders and founders, though the specific minimum coverage varies by the governing practice act for each profession.

    How Is a California PLLC Taxed?

    By default, a PLLC is taxed exactly like a regular LLC — pass-through to the owners' personal returns, with the option to elect S-corp or C-corp taxation if that fits your situation better. The professional designation changes ownership eligibility and licensing oversight, not the default federal tax treatment.

    California has a top marginal personal income tax rate of 13.3%, among the highest in the country, so a Professional Corporation's shareholders face substantial state tax exposure on pass-through or distributed income depending on tax election.

    A flat $800 minimum annual franchise tax applies to California business entities generally, and the corporate tax rate is 8.84% if the Professional Corporation is taxed as a C-corp — this is a real, unavoidable annual cost regardless of profitability.

    California is the strictest "no-PLLC" state in this guide — it doesn't just lack a PLLC option, it affirmatively bars LLC use of any kind for most licensed professions, which is one of California's most distinctive business-law quirks.

    How to Set Up Your California PLLC Step by Step

    If You Do It Yourself

    Step 1 — Confirm you need a PLLC (not a plain LLC) for your profession.

    Physicians, dentists, optometrists, chiropractors, psychologists, veterinarians, acupuncturists, physical therapists, speech-language pathologists/audiologists, clinical social workers, marriage and family therapists, nurses, physician assistants, pharmacists, attorneys, CPAs, architects, and engineers must all use a Professional Corporation or LLP — California's LLC Act bars an LLC from rendering "professional services" as broadly defined, with no confirmed carve-out for any of them.

    Step 2 — Get licensing board sign-off if required.

    California's Secretary of State does not require licensing-board pre-clearance before accepting Articles of Incorporation of a Professional Corporation (Form ARTS-PC). Most professions instead require post-formation registration with their board — for example, the Medical Board of California — within a set window after incorporation. Board involvement happens after the SOS filing, not before, but don't mistake that for optional — most boards impose their own registration deadline once your Professional Corporation exists, and missing it can jeopardize your ability to actually practice through the entity.

    Step 3 — File your formation documents.

    California doesn't merely lack a PLLC option — it affirmatively bars licensed professionals from forming ANY LLC at all, including a plain vanilla one, under Corp. Code § 17701.04. Instead, licensed professionals must use a Professional Corporation under the Moscone-Knox Professional Corporations Act (Corp. Code §§ 13400-13410), or in some fields a Registered Limited Liability Partnership (law, public accountancy, architecture, engineering, and land surveying specifically).

    Step 4 — Appoint a registered agent.

    California calls this role a "Agent for Service of Process" — required at formation.

    Step 5 — Confirm ownership eligibility for every member.

    At least 51% of shares must be held by licensees in the corporation's primary profession, with up to 49% permitted to specified "allied" licensed professions — no lay or unlicensed ownership is allowed except a narrow assistant secretary/treasurer carve-out.

    Step 6 — Address malpractice insurance requirements.

    Yes — California Professional Corporations are generally required to carry professional liability insurance covering shareholders and founders, though the specific minimum coverage varies by the governing practice act for each profession.

    Step 7 — Handle ongoing state compliance.

    A flat $800 minimum annual franchise tax applies to California business entities generally, and the corporate tax rate is 8.84% if the Professional Corporation is taxed as a C-corp — this is a real, unavoidable annual cost regardless of profitability. California has a top marginal personal income tax rate of 13.3%, among the highest in the country, so a Professional Corporation's shareholders face substantial state tax exposure on pass-through or distributed income depending on tax election.

    Step 8 — Watch for California-specific PLLC traps.

    The most common California-specific mistake is assuming an LLC is simply unavailable the way it might be inconvenient in other no-PLLC states — in California it's an outright statutory bar for licensed professionals, and forming an LLC anyway to render professional services can expose you to real regulatory and liability risk that a properly formed PC avoids.

    Ready to Launch Your Business in California?Follow our fast, easy process to get started right now.Start My Business

    If LLC Attorney Does It for You

    1. Submit your profession, license number, and ownership details at llcattorney.com.
    2. LLC Attorney forms the correct entity type for your profession in California and handles the licensing coordination.
    3. Receive your finished formation documents and registered agent service, plus access to flat-fee attorney consultations (no retainer) for ownership or licensing questions.

    When Should You Talk to an Attorney About Your California PLLC?

    Talk to an attorney before forming your California Professional Corporation if you're unsure whether your profession qualifies for the up-to-49% "allied profession" ownership carve-out, if you need help meeting your specific board's mandatory malpractice insurance minimum, or if you were previously operating (or considering operating) through an LLC and need to understand why that structure isn't available to you here.

    Is California a State Where PLLC Formation Is More Complex?

    California is meaningfully more complex than most no-PLLC states because the restriction isn't just an absence of a PLLC option — it's an affirmative statutory ban on licensed professionals using an LLC at all (Corp. Code § 17701.04). You're not choosing between a PLLC and a PC; you're required into the PC (or LLP, for a handful of professions) with no LLC alternative whatsoever, plus mandatory malpractice insurance and strict 51%+ ownership rules.

    What You Actually Get With LLC Attorney's California PLLC Formation

    The part of California professional-entity formation that trips people up is realizing the LLC route simply isn't available — not inconvenient, unavailable. LLC Attorney sets you up correctly with a Professional Corporation from day one, including the ownership percentages and insurance requirements your board expects.

    • PLLC formation in California, starting at $149.
    • Licensing board coordination and ownership-eligibility review handled for your specific profession.
    • Filing paperwork drafted for California's actual requirements — not a generic multi-state template.
    • Access to professionally trained Business Success Advisors at no charge, plus flat-fee attorney consultations (no retainer) for licensing and ownership questions.

    California's outright LLC ban for licensed professionals is one of the strictest rules in the country — LLC Attorney makes sure your Professional Corporation is set up with the right ownership structure and insurance coverage the first time.

    Ready to Form Your California PLLC?

    LLC Attorney helps licensed professionals in California form the correct entity type for their profession and serves as your agent for service of process once it's approved. See our full pricing for all service tiers.

    Ready to Launch Your Business in California?Follow our fast, easy process to get started right now.Form My California Professional Corporation

    Frequently Asked Questions

    No — and California goes further than most no-PLLC states. It doesn't just lack a PLLC option; Corp. Code § 17701.04 affirmatively bars licensed professionals from using any LLC at all. Licensed professionals must use a Professional Corporation under the Moscone-Knox Act instead.

    Physicians, dentists, optometrists, chiropractors, psychologists, veterinarians, acupuncturists, physical therapists, clinical social workers, marriage and family therapists, nurses, physician assistants, pharmacists, attorneys, CPAs, architects, and engineers must all use a Professional Corporation or LLP rather than an LLC of any kind.

    Not as a pre-filing gate. The Secretary of State accepts Articles of Incorporation without licensing-board pre-clearance. Most boards instead require post-formation registration within a set window after your Professional Corporation is formed.

    The California Professional Corporation filing fee is $100 (plus $5 if filed over the counter). A flat $800 minimum annual franchise tax applies regardless of profitability, on top of California's income and corporate tax rates.

    At least 51% of shares must be held by licensees in the corporation's primary profession, with up to 49% allowed for specified "allied" licensed professions. No lay or unlicensed ownership is permitted except a narrow assistant secretary/treasurer carve-out.

    Only in a limited way — specific "allied" professions named in the governing practice act may hold up to 49% ownership, but you can't freely combine any two licensed professions the way some PLLC states allow.

    A California Professional Corporation shields shareholders from each other's malpractice and from ordinary business debts, but never from a shareholder's own negligent professional acts.

    Yes. California Professional Corporations are generally required to carry professional liability insurance covering shareholders and founders, with the specific minimum varying by the governing practice act.

    Yes. LLC Attorney helps licensed professionals in California form the correct entity type for their profession, starting at $149.

    Related California Resources