> ## Documentation Index
> Fetch the complete documentation index at: https://dso.getlemma.com/llms.txt
> Use this file to discover all available pages before exploring further.
# PC vs PLLC vs PA (vs corp vs LLC)
> What makes an entity 'professional', how dental PCs, PLLCs, and PAs differ mechanically and for tax, what liability protection they do and don't provide, and why your state's dental practice act dictates the choice.
A **professional entity** is a business entity whose ownership is restricted to licensees of a specified profession and whose purpose is limited to that profession's services. Common forms include the professional corporation (PC), professional limited liability company (PLLC), and professional association (PA). For a dental practice, state professional-entity statutes and the dental practice act usually determine which forms are available.
## What makes an entity "professional"
Four features, present in some combination in every state's professional entity statute:
1. **Licensee ownership.** Owners must hold a dental license, usually in that state. Some states extend the requirement to directors and officers.
2. **Purpose limitation.** The entity may render only dental services and activities ancillary to them.
3. **Name requirements.** The name may need a designator such as "P.C.," "PLLC," or "P.A.," and may face other restrictions. Several dental practice acts separately regulate trade names. Maine, for example, makes practicing dentistry under a corporate or trade name a criminal offense for the dentist, which affects how DSO-affiliated offices brand themselves.1
4. **Professional responsibility preserved.** The entity form does not shield the dentist from liability for their own professional negligence.
## The three forms compared
| | PC | PLLC | PA |
| ----------------------- | --------------------------------------------------------- | ----------------------------------------------------------------------- | ----------------------------------------- |
| **Underlying form** | Corporation | Limited liability company | Association / corporation, state-specific |
| **Ownership unit** | Shares of stock | Membership interests | Shares or membership, state-specific |
| **Governance** | Board of directors, officers | Members or managers | State-specific; often corporate-like |
| **Default federal tax** | C-corporation | Partnership or disregarded entity | Depends on the form and elections |
| **Common elections** | S-corporation | S-corporation or corporate | S-corporation |
| **Formality burden** | Highest; bylaws, minutes, board consents | Lower; operating agreement | Moderate |
| **Where you'll see it** | The default in most states; the only option in California | Widely available; **not** available in California, doubtful in Missouri | Texas and Florida practices |
### PC, professional corporation
The PC is the most common form and the default term used in this wiki. State professional corporation acts create it, and ordinary corporate governance applies alongside professional restrictions. California calls the form a **dental corporation** under the Moscone-Knox Professional Corporation Act and the Dental Practice Act's dental-corporation article.2 Maine requires a dentist who forms a corporation to "incorporate as a professional corporation."3
**Tax note:** a PC taxed as a C corporation that meets the definition of a **personal service corporation** pays a flat 21% federal rate on taxable income under IRC § 11(b), without graduated brackets.4 Many dental PCs instead elect S corporation status so income passes through to the owner. A CPA should evaluate the right classification for the dentist's circumstances.
### PLLC, professional limited liability company
An LLC with professional restrictions. Lighter governance and pass-through taxation by default, which suits many practices.
**The catch: availability varies, and dentistry is often treated more strictly than other professions.**
* **California has no PLLC at all.** LLCs may not render professional dental services; the dental corporation is the entity form.2
* **Missouri is corporations-only on the statute's face.** The dental practice act permits corporate practice only through corporations organized under chapter 355 (qualifying nonprofits) or chapter 356 (professional corporations); whether an LLC may be the practice entity is doubtful and should be resolved with counsel before filing.5
* **Connecticut's dental practice act names only professional service corporations.** The ownership statute excepts "a professional service corporation organized and existing under chapter 594a" and does not mention LLCs. Founders should not assume that an LLC form available elsewhere works in Connecticut.6
* **New York permits dental PLLCs, subject to a same-profession membership rule.** PLLC membership is limited to licensed professionals, and dentistry is among the professions subject to stricter same-profession licensure requirements. The Education Department also reviews professional-entity filings.7
A dental PLLC must be permitted by both the state's LLC law and its dental practice law.
### PA, professional association
A professional association is a separate statutory form used in fewer states. It often appears in Texas and Florida dental transactions. Its mechanics vary by state, but it generally functions like a PC with different formation, governance, and naming rules.
Do not assume a PA is available or appropriate outside the states that use it. See [Form a professional association](/guides/formation/form-a-pa).
## What liability protection you actually get
This is the most misunderstood aspect of professional entities.
| Liability type | Does the entity shield you? |
| --------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------- |
| **Your own professional negligence** | ❌ **No.** Never. A dentist is personally liable for their own malpractice regardless of entity form. |
| Another dentist's malpractice (vicarious) | ✅ Generally yes as an owner, unless your own negligent supervision is at issue |
| Commercial liabilities, including leases, vendor contracts, and loans | ✅ Yes, absent a personal guarantee |
| Employment claims | ✅ Generally yes |
| Slip-and-fall and general premises liability | ✅ Yes |
| Debts you personally guaranteed | ❌ No |
**Malpractice insurance remains the primary protection against clinical liability.** Professional-entity statutes generally preserve a licensee's liability for their own professional acts. The entity may protect an owner from commercial liabilities and vicarious liability for another professional's conduct, subject to state law and the owner's own supervision or conduct.
## The ordinary forms, for the DSO
The dental support organization (DSO) is a normal business entity with no professional restrictions:
| | LLC | C-corporation |
| ------------------------ | -------------------------- | --------------------------------------------------- |
| **Ownership** | Anyone | Anyone |
| **Tax** | Pass-through by default | Entity-level tax |
| **Investor familiarity** | Good for early/angel | Required by most institutional investors eventually |
| **Equity compensation** | Profits interests, awkward | Stock options, standard |
| **Typical choice** | Delaware LLC at formation | Delaware C-corp at or before a priced round |
Many DSOs form as Delaware LLCs. Delaware formation does not exempt an entity from another state's corporate practice of dentistry (CPOD) rules. An entity operating in another state must satisfy that state's dental practice act.8 See [Form the DSO](/start/zero-to-paid/form-the-dso).
## Entity availability by state, illustrative
This table shows the *pattern*, not a reliable lookup. Confirm against [DSO laws by state](/reference/legal/dso-laws-by-state) and with counsel.
| State | Dental entity forms | The quirk |
| ----------- | ----------------------------------------- | ---------------------------------------------------------------------------------------------------------------- |
| California | Dental corporation only | No PLLC; Moscone-Knox governs; specified allied licensees may hold up to 49% of shares2 |
| Missouri | Ch. 355/356 corporations | LLC as practice entity doubtful on the statute's face5 |
| Connecticut | Ch. 594a professional service corporation | The ownership statute names only the PSC; LLC unaddressed6 |
| New York | PC or PLLC | Same-profession membership; Education Department review; six-month post-death share redemption clock7 |
| Texas | PC or PLLC (PA also in use) | DSOs register separately with the Secretary of State9 |
| Maine | PC mandatory for incorporated practice | Denturists and independent practice dental hygienists may hold minority shares3 |
For ownership rules, including minority and lay-ownership exceptions, see [Who can own a dental practice](/concepts/entities/who-can-own-a-dental-practice).
## The punchline
**Your state dictates the choice far more than your preferences do.** The realistic decision sequence:
1. What forms does my state permit for **dentistry**? Often only one.
2. If more than one, which has lighter governance? Usually the PLLC.
3. What does the tax analysis say? Ask a CPA.
4. Does my state require board certification of shareholders or registration of the entity before it can operate?
Founders arriving from tech expect this to be a strategic choice like Delaware-versus-home-state. It usually isn't. See [Step 1: Pick your state and entity types](/start/zero-to-paid/pick-your-state-and-entity).
## Sources
1. 32 M.R.S. § 18304(2)(B), (3) (practicing dentistry under a corporate, company, association, parlor, or trade name is a Class E crime). [Statute](https://legislature.maine.gov/statutes/32/title32sec18304.html).
2. Cal. Bus. & Prof. Code §§ 1800–1808 (dental corporations); Cal. Corp. Code § 13400 et seq. (Moscone-Knox); Cal. Corp. Code § 13401.5 (49% allied-licensee minority ownership). [B\&P § 1800](https://california.public.law/codes/business_and_professions_code_section_1800); [Corp. Code § 13401.5](https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=13401.5.\&lawCode=CORP).
3. 13 M.R.S. §§ 723(7)(A), 731(1) (dentistry a mandatory-PC profession); § 732(4) (denturist / independent practice dental hygienist minority shareholding). [Maine PSC Act (PDF)](https://legislature.maine.gov/legis/statutes/13/title13ch22-A.pdf).
4. IRC § 11(b) (flat 21% rate applicable to corporations, including personal service corporations, which have no graduated bracket benefit). Confirm current treatment with a CPA. [26 U.S.C. § 11](https://www.law.cornell.edu/uscode/text/26/11).
5. Mo. Rev. Stat. § 332.081.3 (corporate practice confined to ch. 355 and ch. 356 corporations); § 356.111 (PC share issuance limited to licensed persons and qualifying entities). [§ 332.081](https://revisor.mo.gov/main/OneSection.aspx?section=332.081); [§ 356.111](https://revisor.mo.gov/main/OneSection.aspx?section=356.111).
6. Conn. Gen. Stat. § 20-122(a). [Statute](https://law.justia.com/codes/connecticut/title-20/chapter-379/section-20-122/).
7. N.Y. LLC Law § 1207(a)–(b) (PLLC membership); N.Y. Bus. Corp. Law §§ 1503, 1507 (PC shareholder certification), § 1510 (death/disqualification redemption). [LLC Law § 1207](https://www.nysenate.gov/legislation/laws/LLC/1207); [BCL § 1510](https://www.nysenate.gov/legislation/laws/BSC/1510).
8. See, e.g., 24 Del. C. § 1101(15) (proprietorship of a place for dental operations is practicing dentistry). Delaware's act applies to practices operating there, while other states apply their own dental practice laws. [Statute](https://delcode.delaware.gov/title24/c011/sc01/index.html).
9. Tex. Bus. & Com. Code ch. 73 (DSO registration). [Statute (PDF)](https://statutes.capitol.texas.gov/Docs/BC/pdf/BC.73.pdf).