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A professional association (PA) is a distinct professional entity form used in a smaller number of states. Texas dentists organize as PAs alongside PCs and PLLCs; Georgia recognizes professional associations for dental practice; Florida entities under its professional service corporation act customarily use the “P.A.” designator. Mechanically the PA functions much like a professional corporation, with state-specific differences in formation, governance, and naming. Do not assume the PA form is available or appropriate outside the states that use it. In most states the choice is between a PC and a PLLC. Confirm on your state page and with counsel.

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Prerequisites

  • Confirmed that your state uses the PA form for dentistry
  • A licensed dentist eligible to own the entity, with diligence completed; see Vet a friendly dentist
  • A compliant name
  • A registered agent
  • Counsel licensed in the state

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Texas: the main case

Texas dentists practice through professional associations, PCs, or PLLCs under Title 7 of the Business Organizations Code.1 The PA is the traditional dental form. Key Texas considerations:
  • Ownership must follow Texas dental and professional-entity law. Texas defines owning, maintaining, or operating an office in which another person is employed or engaged to practice dentistry as practicing dentistry. Tex. Occ. Code § 251.003(a)(4). Unlicensed practice is a third-degree felony, with each day treated as a separate offense.2
  • Officers and directors must generally be licensed
  • Texas has express corporate-practice-of-dentistry (CPOD) restrictions. The OrthAlliance/OCA cases applied Texas law to the agreements before those courts.3 Draft the management services agreement against the current statutes and the full fact pattern rather than treating the cases as a national rule.
  • Texas requires specified dental support organizations to register annually with the secretary of state by January 31 under Tex. Bus. & Com. Code chapter 73. The filing is separate from formation of the PA. See Register a DSO.4
See Texas.

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Georgia and Florida

Georgia permits dental practice through a professional association under O.C.G.A. Title 14, Chapter 10, a professional corporation under Chapter 7, or a qualifying all-dentist LLC. The dental-practice act addresses employment by other types of corporations. O.C.G.A. § 43-11-47(a)(7)(A).5 Florida’s Professional Service Corporation and Limited Liability Company Act appears in Fla. Stat. ch. 621. Florida practices may use the “P.A.” designator or a qualifying PLLC form, subject to the ownership requirements in § 466.0285.6

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Steps

1

Confirm the PA is the right form

In Texas, compare a PA with a PLLC using state-law and tax advice. The choice depends on governance, tax treatment, and the group’s transaction documents.
2

Clear the name

PA naming requires the designator, “P.A.” or “Professional Association”, and may be subject to dental board trade-name rules. File a DBA if the brand differs, and confirm how the board requires the owner-dentist to appear in advertising.
3

Appoint a registered agent

In the state of formation.
4

File the certificate of formation

Include:
  • A dental purpose statement
  • A licensee ownership attestation
  • Governance structure, because PAs are often governed like corporations with directors and officers
  • Registered agent and office
5

Adopt bylaws and hold the organizational meeting

Elect directors and officers (licensed dentists where required), adopt bylaws, authorize the issuance of ownership interests and the opening of bank accounts. Record by written consent.
6

Issue ownership interests with transfer restrictions

With a restrictive legend if certificated. Execute the transfer restriction agreement at or immediately after issuance. See Draft the stock transfer restriction.
7

Get the EIN

Free from the IRS. Save the CP 575 and record the legal name exactly.
8

Register for state taxes and as an employer

In Texas this includes the franchise tax and Workforce Commission registration. Note that Texas has no state income tax but does impose a franchise (margin) tax on entities.

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Verify it worked

  • State-stamped certificate of formation
  • Entity active and in good standing
  • Bylaws and organizational consents in the minute book
  • Ownership interests issued with transfer restrictions in place
  • CP 575 received; legal name recorded
  • Franchise tax and employer registrations complete
  • In Texas, the DSO’s ch. 73 registration filed or calendared

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Common failure modes

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Sources

  1. Tex. Bus. Orgs. Code tit. 7 (chs. 301–303); see Texas.
  2. Tex. Occ. Code § 251.003; § 264.151.
  3. Penny v. Orthalliance, Inc., 255 F. Supp. 2d 579 (N.D. Tex. 2003); In re OCA, Inc., 552 F.3d 413 (5th Cir. 2008). See DSO case law.
  4. Tex. Bus. & Com. Code ch. 73, added by S.B. 519 (2015); § 73.001.
  5. O.C.G.A. § 43-11-47.
  6. Fla. Stat. ch. 621; Fla. Stat. § 466.0285.
Last modified on August 21, 2026